EX-10.1




 Exhibit 10.1 

Execution Version 
  

 
  

$1,800,000,000 
 SECOND AMENDED
AND RESTATED 
 ABL CREDIT AGREEMENT 

Dated as of July 28, 2015, 

as Amended and Restated on February 28, 2019, as amended by Amendment No. 1, dated as of November 22, 2019 and as Amended and
Restated on October 27, 2022 
 among 

UNIVAR SOLUTIONS INC. (formerly known as Univar Inc.), 

as the U.S. Borrower, 
 UNIVAR
SOLUTIONS CANADA LTD., 
 as the Canadian Borrower, 

UNIVAR NETHERLANDS HOLDING B.V., 

as the European Parent Borrower, 

The European Subsidiary Borrowers 

from Time to Time Party Hereto, 

The Several Lenders 
 from Time to
Time Parties Hereto, 
 BOFA SECURITIES, INC., 

WELLS FARGO BANK N.A., 
 JPMORGAN
CHASE BANK, N.A., 
 DEUTSCHE BANK SECURITIES INC. and 

GOLDMAN SACHS BANK USA, 
 as Joint
Lead Arrangers and Bookrunners, 
 BANK OF AMERICA, N.A., 

as U.S. Administrative Agent, Collateral Agent, U.S. Swingline Lender 

and a U.S. Letter of Credit Issuer, 

BANK OF AMERICA, N.A. (acting through its Canada branch), 

as Canadian Administrative Agent, a Canadian Swingline Lender 

and a Canadian Letter of Credit Issuer, 

BANK OF AMERICA, N.A., 
 as
European Administrative Agent, a European Swingline Lender 
 and a European Letter of Credit Issuer, 

WELLS FARGO BANK N.A., 
 JPMORGAN
CHASE BANK, N.A., 
 DEUTSCHE BANK SECURITIES INC. and 

GOLDMAN SACHS BANK USA, 
 as Co-Syndication Agents 
 BMO CAPITAL MARKETS CORP., 

NYCB SPECIALTY FINANCE COMPANY, LLC and 

TD BANK, N.A., 
 As Co-Documentation Agents 











 TABLE OF CONTENTS 
  

							
	 	 	 	  	Page	 
			
	 SECTION 1.
	 	DEFINITIONS	  	 	6	 
	 1.1.
	 	Defined Terms	  	 	6	 
	 1.2.
	 	Other Interpretive Provisions	  	 	88	 
	 1.3.
	 	[Reserved]	  	 	90	 
	 1.4.
	 	[Reserved]	  	 	90	 
	 1.5.
	 	[Reserved]	  	 	90	 
	 1.6.
	 	Exchange Rates	  	 	90	 
	 1.7.
	 	Additional Alternative Currencies	  	 	90	 
	 1.8.
	 	Change of Currency	  	 	91	 
	 1.9.
	 	Effect of Restatement	  	 	91	 
	 1.10.
	 	Non-Borrowing Base Foreign Guarantor Documentation	  	 	91	 
	 1.11.
	 	Dutch Terms	  	 	91	 
	 1.12.
	 	Spanish Terms	  	 	92	 
	 1.13.
	 	Belgian Terms	  	 	93	 
	 1.14.
	 	Interest Rates	  	 	94	 
			
	 SECTION 2.
	 	LOANS AND LETTERS OF CREDIT	  	 	94	 
	 2.1.
	 	Credit Facilities	  	 	94	 
	 2.2.
	 	U.S. Revolving Loans and Borrowing Procedures for U.S. Revolving Loans and Term Loans	  	 	97	 
	 2.3.
	 	Canadian Revolving Loans and Borrowing Procedures for Canadian Revolving Loans	  	 	100	 
	 2.4.
	 	European Revolving Loans and Borrowing Procedures for European Revolving Loans	  	 	104	 
	 2.5.
	 	Letters of Credit	  	 	109	 
	 2.6.
	 	Interest	  	 	115	 
	 2.7.
	 	Pro Rata Borrowings	  	 	116	 
	 2.8.
	 	Interest Period	  	 	116	 
	 2.9.
	 	Continuation and Conversion Elections	  	 	116	 
	 2.10.
	 	Interest Act (Canada)	  	 	118	 
	 2.11.
	 	Increased Costs	  	 	118	 
	 2.12.
	 	Compensation	  	 	119	 
	 2.13.
	 	Change of Lending Office	  	 	120	 
	 2.14.
	 	Notice of Certain Costs	  	 	120	 
	 2.15.
	 	Excess Resulting from Exchange Rate Change	  	 	120	 
	 2.16.
	 	Increase of U.S. Maximum Amount and Canadian Maximum Amount; Incremental Additional Jurisdiction Revolving Facility	  	 	120	 
	 2.17.
	 	Extensions of Term Loans and Revolving Commitments	  	 	123	 
	 2.18.
	 	Defaulting Lenders	  	 	124	 
	 2.19.
	 	Illegality	  	 	125	 
	 2.20.
	 	Inability to Determine Rates; Successor Rates	  	 	126	 
	 2.21.
	 	ESG Amendment	  	 	129	 
			
	 SECTION 3.
	 	FEES; COMMITMENTS	  	 	129	 
	 3.1.
	 	Fees	  	 	129	 
	 3.2.
	 	Unused Line Fees	  	 	130	 
	 3.3.
	 	Letter of Credit Fee	  	 	130	 
	 3.4.
	 	Mandatory Termination of Commitments	  	 	131	 
			
	 SECTION 4.
	 	PAYMENTS	  	 	131	 
	 4.1.
	 	Repayment of Loans	  	 	131	 
	 4.2.
	 	Voluntary Prepayment, Reduction or Termination	  	 	132	 
	 4.3.
	 	Mandatory Prepayments	  	 	132	 
	 4.4.
	 	Method and Place of Payment; Administrative Agent’s Clawback	  	 	134	 


  
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	 	 	 	  	Page	 
	 4.5.
	 	Net Payments	  	 	135	 
	 4.6.
	 	[Reserved]	  	 	140	 
	 4.7.
	 	Limit on Rate of Interest	  	 	140	 
			
	 SECTION 5.
	 	CONDITIONS PRECEDENT TO SECOND RESTATEMENT EFFECTIVE DATE	  	 	141	 
	 5.1.
	 	Loan Documents	  	 	141	 
	 5.2.
	 	Legal Opinions	  	 	141	 
	 5.3.
	 	Fees	  	 	141	 
	 5.4.
	 	Repayment	  	 	141	 
	 5.5.
	 	Certificates	  	 	142	 
	 5.6.
	 	Perfected Liens	  	 	142	 
	 5.7.
	 	Secretary’s Certificate	  	 	142	 
	 5.8.
	 	Solvency	  	 	142	 
	 5.9.
	 	Patriot Act, etc	  	 	142	 
	 5.10.
	 	Existing European ABL Agreement	  	 	142	 
	 5.11.
	 	Borrowing Base Certificate.	  	 	142	 
			
	 SECTION 6.
	 	CONDITIONS PRECEDENT TO ALL CREDIT EVENTS	  	 	142	 
	 6.1.
	 	No Default; Representations and Warranties	  	 	143	 
	 6.2.
	 	Notice of Borrowing	  	 	143	 
	 6.3.
	 	Letter of Credit Request	  	 	143	 
			
	 SECTION 7.
	 	REPRESENTATIONS, WARRANTIES AND AGREEMENTS	  	 	143	 
	 7.1.
	 	Financial Condition	  	 	143	 
	 7.2.
	 	No Change; Solvent	  	 	143	 
	 7.3.
	 	Corporate Existence; Compliance with Law	  	 	144	 
	 7.4.
	 	Corporate Power; Authorization; Enforceable Obligations	  	 	144	 
	 7.5.
	 	No Legal Bar	  	 	144	 
	 7.6.
	 	No Material Litigation	  	 	144	 
	 7.7.
	 	No Default	  	 	145	 
	 7.8.
	 	Ownership of Property; Liens	  	 	145	 
	 7.9.
	 	Intellectual Property	  	 	145	 
	 7.10.
	 	Taxes	  	 	145	 
	 7.11.
	 	Federal Regulations	  	 	145	 
	 7.12.
	 	ERISA	  	 	146	 
	 7.13.
	 	Collateral	  	 	146	 
	 7.14.
	 	Investment Company Act; Other Regulations	  	 	147	 
	 7.15.
	 	Subsidiaries	  	 	147	 
	 7.16.
	 	Purpose of Loans	  	 	147	 
	 7.17.
	 	Environmental Matters	  	 	147	 
	 7.18.
	 	No Material Misstatements	  	 	148	 
	 7.19.
	 	[Reserved]	  	 	148	 
	 7.20.
	 	Insurance	  	 	148	 
	 7.21.
	 	Anti-Terrorism	  	 	148	 
	 7.22.
	 	Affected Financial Institution	  	 	148	 
	 7.23.
	 	U.K. Pensions	  	 	148	 
	 7.24.
	 	Ranking	  	 	149	 
			
	 SECTION 8.
	 	AFFIRMATIVE COVENANTS	  	 	149	 
	 8.1.
	 	Information Covenants	  	 	149	 
	 8.2.
	 	Books, Records and Inspections	  	 	153	 
	 8.3.
	 	Maintenance of Insurance	  	 	154	 
	 8.4.
	 	Payment of Taxes	  	 	154	 
	 8.5.
	 	Maintenance of Existence	  	 	154	 
	 8.6.
	 	Environmental Laws	  	 	155	 


  
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	 	 	 	  	Page	 
	 8.7.
	 	[Reserved]	  	 	155	 
	 8.8.
	 	Additional U.S. Subsidiary Guarantors, Canadian Guarantors, European Borrowers, Non-Borrowing Base Foreign Guarantors and Grantors	  	 	155	 
	 8.9.
	 	[Reserved]	  	 	157	 
	 8.10.
	 	Use of Proceeds	  	 	157	 
	 8.11.
	 	Further Assurances	  	 	157	 
	 8.12.
	 	End of Fiscal Years	  	 	158	 
	 8.13.
	 	Cash Management Systems	  	 	158	 
	 8.14.
	 	Post-Closing Requirements	  	 	161	 
	 8.15.
	 	Foreign Plans	  	 	163	 
	 8.16.
	 	Fiscal Unity	  	 	163	 
	 8.17.
	 	Termination of Fiscal Unity	  	 	163	 
	 8.18.
	 	U.K. Pensions	  	 	163	 
			
	 SECTION 9.
	 	NEGATIVE COVENANTS	  	 	164	 
	 9.1.
	 	Limitation on Indebtedness	  	 	164	 
	 9.2.
	 	Limitation on Restricted Payments	  	 	168	 
	 9.3.
	 	Limitation on Restrictive Agreements	  	 	170	 
	 9.4.
	 	Limitation on Sales of Assets and Subsidiary Stock	  	 	171	 
	 9.5.
	 	Limitations on Transactions with Affiliates	  	 	172	 
	 9.6.
	 	Limitation on Liens	  	 	173	 
	 9.7.
	 	Limitation on Fundamental Changes	  	 	173	 
	 9.8.
	 	Limitation on Amendments	  	 	175	 
	 9.9.
	 	Consolidated Fixed Charge Coverage Ratio	  	 	175	 
	 9.10.
	 	Limitation on Lines of Business	  	 	176	 
	 9.11.
	 	Use of Proceeds	  	 	176	 
			
	 SECTION 10.
	 	EVENTS OF DEFAULT	  	 	176	 
	 10.1.
	 	Payments	  	 	176	 
	 10.2.
	 	Representations, Etc	  	 	176	 
	 10.3.
	 	Covenants	  	 	176	 
	 10.4.
	 	Default Under Other Agreements	  	 	176	 
	 10.5.
	 	Bankruptcy, Etc	  	 	177	 
	 10.6.
	 	ERISA	  	 	177	 
	 10.7.
	 	Guarantee	  	 	178	 
	 10.8.
	 	Security Documents	  	 	178	 
	 10.9.
	 	Judgments	  	 	178	 
	 10.10.
	 	Change of Control	  	 	178	 
			
	 SECTION 11.
	 	THE AGENTS	  	 	180	 
	 11.1.
	 	Appointment	  	 	180	 
	 11.2.
	 	Delegation of Duties	  	 	181	 
	 11.3.
	 	Exculpatory Provisions	  	 	181	 
	 11.4.
	 	Reliance by Agents	  	 	181	 
	 11.5.
	 	Notice of Default	  	 	182	 
	 11.6.
	 	Non-Reliance on Administrative Agent, Collateral Agent and Other Lenders	  	 	182	 
	 11.7.
	 	Indemnification	  	 	182	 
	 11.8.
	 	Agents in Their Individual Capacities	  	 	183	 
	 11.9.
	 	Successor Agents	  	 	183	 
	 11.10.
	 	Parallel Debt	  	 	183	 
	 11.11.
	 	Withholding Tax	  	 	184	 
	 11.12.
	 	Certain ERISA Matters	  	 	184	 
	 11.13.
	 	Recovery of Erroneous Payments	  	 	185	 
	 11.14.
	 	Appointment of Collateral Agent as UK security trustee	  	 	185	 
	 11.15.
	 	Spanish formalities	  	 	188	 


  
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	 	 	 	  	Page	 
			
	 SECTION 12.
	 	MISCELLANEOUS	  	 	189	 
	 12.1.
	 	Amendments and Waivers	  	 	189	 
	 12.2.
	 	Notices	  	 	191	 
	 12.3.
	 	No Waiver; Cumulative Remedies	  	 	191	 
	 12.4.
	 	Survival of Representations and Warranties	  	 	191	 
	 12.5.
	 	Payment of Expenses	  	 	191	 
	 12.6.
	 	Successors and Assigns; Participations and Assignments	  	 	192	 
	 12.7.
	 	Replacements of Lenders Under Certain Circumstances	  	 	197	 
	 12.8.
	 	Adjustments; Set-off	  	 	197	 
	 12.9.
	 	Counterparts	  	 	198	 
	 12.10.
	 	Severability	  	 	198	 
	 12.11.
	 	Integration	  	 	198	 
	 12.12.
	 	GOVERNING LAW	  	 	198	 
	 12.13.
	 	Submission to Jurisdiction; Waivers	  	 	198	 
	 12.14.
	 	Acknowledgments	  	 	199	 
	 12.15.
	 	WAIVERS OF JURY TRIAL	  	 	200	 
	 12.16.
	 	Confidentiality	  	 	200	 
	 12.17.
	 	Direct Website Communications	  	 	201	 
	 12.18.
	 	USA PATRIOT Act	  	 	202	 
	 12.19.
	 	Judgment Currency	  	 	202	 
	 12.20.
	 	Intercreditor Agreement	  	 	203	 
	 12.21.
	 	Agency of the European Parent Borrower for Each Other European Borrower	  	 	203	 
	 12.22.
	 	Eligible Contract Participants	  	 	203	 
	 12.23.
	 	Keepwell	  	 	203	 
	 12.24.
	 	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	  	 	203	 
	 12.25.
	 	Notification of Dutch Pledge over Intercompany Receivables	  	 	204	 
	 12.26.
	 	Acknowledgement Regarding Any Supported QFCs	  	 	204	 
	 12.27.
	 	Non-Lender Secured Parties	  	 	205	 

  

					
	SCHEDULES
			
	A	 	—  	  	Commitments
	1.1(a)	 	—  	  	Non-Borrowing Base Foreign Guarantor Documentation Principles
	1.1(c)(i)	 	—  	  	Excluded U.S. Subsidiaries
	1.1(c)(ii)	 	—  	  	Excluded Canadian Subsidiaries
	1.1(e)	 	—  	  	Existing Liens
	1.1(f)	 	—  	  	Existing Investments
	2.5	 	—  	  	Existing Letters of Credit
	7.4	 	—  	  	Consents Required
	7.6	 	—  	  	Litigation
	7.9	 	—  	  	Intellectual Property Claims
	7.15	 	—  	  	Subsidiaries
	7.17	 	—  	  	Environmental Matters
	8.1	 	—  	  	Website Address for Electronic Financial Reporting
	8.13	 	—  	  	Cash Management Systems
	9.1	 	—  	  	Existing Indebtedness
	9.5	 	—  	  	Affiliate Transactions
	12.2	 	—  	  	Notice Addresses
	
	EXHIBITS
		
	Exhibit A-1	 	U.S. Notice of Borrowing
	Exhibit A-2	 	Canadian Notice of Borrowing
	Exhibit A-3	 	Term Notice of Borrowing


  
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	Exhibit A-4	 	European Notice of Borrowing
	Exhibit C	 	[Reserved]
	Exhibit D	 	[Reserved]
	Exhibit E-1	 	[Reserved]
	Exhibit E-2	 	[Reserved]
	Exhibit H	 	Form of Assignment and Acceptance
	Exhibit J	 	Form of Joinder Agreement
	Exhibit K	 	Form of U.S. Tax Compliance Certificate
	Exhibit L	 	Form of Solvency Certificate
	Exhibit M	 	Form of Borrowing Base Certificate
	Exhibit N	 	Form of European Borrower Assumption Agreement


  
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 SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT, dated as of July 28, 2015 (as amended
and restated as of February 28, 2019, as amended by Amendment No. 1, dated as of November 22, 2019 and as amended and restated as of October 27, 2022) among UNIVAR SOLUTIONS INC., a Delaware corporation (formerly known as Univar
Inc.) (the “U.S. Borrower”), UNIVAR SOLUTIONS CANADA LTD., an Alberta corporation (formerly known as Univar Canada Ltd.) (the “Canadian Borrower”), UNIVAR NETHERLANDS HOLDING B.V., a private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its statutory seat (statutaire zetel) in Rotterdam, the Netherlands and its registered office at Schouwburgplein
30, 3012CL Rotterdam, the Netherlands, registered with the Chamber of Commerce (Kamer van Koophandel) under number 24128225 (the “European Parent Borrower”), the Foreign Subsidiaries of the U.S. Borrower party hereto as
European Borrowers as of the date hereof or that become party hereto as European Borrowers pursuant to Section 8.8 (the “European Subsidiary Borrowers” and, together with the European Parent Borrower, the “European
Borrowers”; and the European Borrowers together with the U.S. Borrower and the Canadian Borrower, the “Borrowers” and each a “Borrower”), the lending institutions from time to time parties hereto (each a
“Lender” and, collectively, the “Lenders”), BANK OF AMERICA, N.A., as U.S. Administrative Agent, Collateral Agent, U.S. Swingline Lender and a U.S. Letter of Credit Issuer, BANK OF AMERICA, N.A. (acting through its
Canada branch), as Canadian Administrative Agent, a Canadian Swingline Lender and a Canadian Letter of Credit Issuer, BANK OF MONTREAL, as a Canadian Swingline Lender, the other Letter of Credit Issuers from time to time party hereto and BANK OF
AMERICA, N.A., as European Administrative Agent, a European Swingline Lender and a European Letter of Credit Issuer. 
 WHEREAS, the U.S.
Borrower, the Canadian Borrower and the U.S. Subsidiary Guarantors (the “Existing Company Parties”), the lenders party thereto, the U.S. Administrative Agent, the Collateral Agent and the Canadian Administrative Agent are parties to
that certain ABL Credit Agreement, dated as of July 28, 2015 and as amended and restated as of February 28, 2019, as amended by Amendment No. 1, dated as of November 22, 2019 (as further amended prior to October 27, 2022,
the “Existing ABL Credit Agreement”); and 
 WHEREAS, the Existing Company Parties have requested, and the Lenders party
hereto hereby consent to, the amendment and restatement of the Existing ABL Credit Agreement on the terms set forth herein; 
 NOW,
THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows: 

SECTION 1. Definitions 

1.1. Defined Terms. 
 As
used herein, the following terms shall have the meanings specified in this Section 1.1 unless the context otherwise requires (it being understood that defined terms in this Agreement shall include in the singular number the
plural and in the plural the singular): 
 “ABL Priority Collateral” shall have the meaning set forth in the Intercreditor
Agreement. 
 “ABR” shall mean for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds
Effective Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by the U.S. Administrative Agent as its “prime rate” and (c) Term SOFR on such day for an Interest Period of
one (1) month plus 1.00% (or, if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day); provided that if ABR would otherwise be less than zero, ABR shall
instead be zero. The “prime rate” is a rate set by the U.S. Administrative Agent based upon various factors including the U.S. Administrative Agent’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 the ABR due to a change in such rate announced by the U.S. Administrative Agent or in the Federal Funds Effective Rate or Term
SOFR shall take effect at the opening of business on the day specified in the public announcement of such change or on the effective date of such change in the Federal Funds Effective Rate or Term SOFR, respectively. 

  
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 “ABR Loan” shall mean (i) any U.S. Revolving Loan, U.S. Agent Advance,
U.S. Swingline Loan or Term Loan, in each case, during any period for which it bears interest by reference to the ABR, (ii) any Canadian Revolving Loan, Canadian Swingline Loan or Canadian Agent Advance, in each case, denominated in Dollars,
during any period for which it bears interest by reference to the Canadian Base Rate or (iii) any European Swingline Loan or European Agent Advance, during any period for which it bears interest by reference to the European Base Rate, as the
context requires. 
 “Account Debtor” shall mean each Person obligated in any way on or in connection with an Account or
Chattel Paper. 
 “Accounts” shall mean, with respect to a Loan Party, all of such Loan Party’s now owned or hereafter
acquired or arising accounts, as defined in Article 9 of the UCC, including any rights to payment for the sale or lease of goods or rendition of services, whether or not they have been earned by performance; provided, however, if
the governing law where a Loan Party has its domicile or chief executive office is the PPSA or the Civil Code of Quebec, then for purposes of this definition, “UCC” shall mean the PPSA or the Civil Code of Quebec, as the case may
be. 
 “Accounting Change” as defined in the definition of “GAAP.” 

“Acquired Indebtedness” shall mean Indebtedness of a Person (i) existing at the time such Person becomes a Subsidiary or
(ii) assumed in connection with the acquisition of assets from such Person, in each case other than Indebtedness Incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired Indebtedness
shall be deemed to be Incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary. 

“Acquisition Indebtedness” shall mean Indebtedness of (A) the U.S. Borrower or any Restricted Subsidiary Incurred to
finance or refinance, or otherwise Incurred in connection with, any acquisition of any assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into the U.S. Borrower or any Restricted Subsidiary, or
(B) any Person that is acquired by or merged or consolidated with or into the U.S. Borrower or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition, merger or consolidation). 

“Additional Assets” shall mean (i) any property or assets that replace the property or assets that are the subject of an
Asset Disposition; (ii) any property or assets (other than Indebtedness and Capital Stock) used or to be used by the U.S. Borrower or a Restricted Subsidiary or otherwise useful in a Related Business, and any capital expenditures in respect of
any property or assets already so used; (iii) the Capital Stock of a Person that is engaged in a Related Business and becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the U.S. Borrower or another
Restricted Subsidiary; or (iv) Capital Stock of any Person that at such time is a Restricted Subsidiary acquired from a third party. 

“Additional Jurisdiction Revolving Commitment” shall mean, as to any Additional Jurisdiction Revolving Lender, the obligation
of such Additional Jurisdiction Revolving Lender, if any, to make Additional Jurisdiction Revolving Loans and participate in other Credit Events as may be included in the applicable Additional Jurisdiction Revolving Facility, as the same may be
changed from time to time pursuant to the terms hereof. 
 “Additional Jurisdiction Revolving Facility” shall mean each
revolving facility as established as a Reallocated Additional Jurisdiction Revolving Facility pursuant to Section 2.1(d) or as Incremental Additional Jurisdiction Revolving Facility pursuant to
Section 2.16(a). 
 “Additional Jurisdiction Revolving Lender” shall mean a Lender with
Additional Jurisdiction Revolving Commitments. 
 “Additional Jurisdiction Revolving Loans” shall mean Revolving Loans
pursuant to an Additional Jurisdiction Revolving Facility. 

  
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 “Additional Obligations” shall mean senior or subordinated Indebtedness
(which Indebtedness may be (x) secured by a Lien ranking pari passu to the Lien securing the Cash Flow Credit Agreement, (y) secured by a Lien ranking junior to the Lien securing the Cash Flow Credit Agreement or (z) unsecured),
including customary bridge financings, in each case issued or incurred by a U.S. Loan Party, the terms of which Indebtedness (i) do not provide for a maturity date or weighted average life to maturity earlier than the Cash Flow Maturity Date or
shorter than the remaining weighted average life to maturity of the Cash Flow Term Loans, as the case may be (other than an earlier maturity date and/or shorter weighted average life to maturity for customary bridge financings, which, subject to
customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter weighted average life to maturity than the Cash Flow Maturity
Date or the remaining weighted average life to maturity of the existing Cash Flow Term Loans, as applicable) and (ii) to the extent such Indebtedness is subordinated, provide for customary payment subordination to the Obligations under the Loan
Documents as reasonably determined by the U.S. Borrower in good faith; provided that (a) such Indebtedness shall not be secured by any Lien on any asset of any Loan Party that does not also secure the U.S. Obligations, or be guaranteed
by any Person other than a Loan Party that guarantees the U.S. Obligations, and (b) if secured by Collateral, such Indebtedness (and all related Obligations) shall be subject to the terms of the Intercreditor Agreement. 

“Additional Obligations Documents” shall mean any document or instrument (including any guarantee, security agreement or
mortgage) issued or executed and delivered with respect to any Additional Obligations. 
 “Adjusted Term Commitment” shall
mean at any time the Term Commitment minus the Term Commitments of all Defaulting Lenders. 
 “Adjusted Total Revolving
Commitment” shall mean at any time the Total Revolving Commitment minus the Revolving Commitments of all Defaulting Lenders. 

“Administrative Agent” shall mean as the context requires, (a) the U.S. Administrative Agent, (b) the Canadian
Administrative Agent or (c) the European Administrative Agent. Any general reference to the “Administrative Agent” shall refer to the U.S. Administrative Agent with respect to the U.S. Revolving Facility and the Initial Term Facility,
as applicable, the Canadian Administrative Agent with respect to the Canadian Revolving Facility and/or the European Administrative Agent with respect to the European Revolving Facility, as applicable. 

“Administrative Agent’s Office” shall mean, with respect to any currency, the applicable Administrative Agent’s
address and, as appropriate, account as set forth on Schedule 12.2 to this Agreement with respect to such currency, or such other address or account as such Administrative Agent may from time to time notify to the Borrowers and the Lenders.

 “Administrative Questionnaire” shall have the meaning provided in Section 12.6(b)(ii)(D). 

“Affected Financial Institution” shall mean (a) any EEA Financial Institution or (b) any UK Financial Institution.

 “Affiliate” shall mean as to any specified Person, any other Person, directly or indirectly, controlling or controlled
by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 

“Affiliate Transaction” shall have the meaning provided in Section 9.5(a). 

“Agent Advances” shall mean the collective reference to U.S. Agent Advances, Canadian Agent Advances and European Agent
Advances. 
 “Agent Parties” shall have the meaning provided in Section 12.17(d). 

  
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 “Agents” shall mean the Administrative Agents and the Collateral Agent.

 “Aggregate Canadian Revolving Exposure” shall mean, at any date of determination, without duplication: the sum of
(a) the Outstanding Amount of all Canadian Revolving Loans, Canadian Swingline Loans and Canadian Agent Advances on such date and (b) the Outstanding Amount of Canadian Letter of Credit Obligations on such date in respect of Canadian
Letters of Credit. 
 “Aggregate European Revolving Exposure” shall mean, at any date of determination, without
duplication: the sum of (a) the Outstanding Amount of all European Revolving Loans, European Swingline Loans and European Agent Advances on such date and (b) the Outstanding Amount of European Letter of Credit Obligations on such date in
respect of European Letters of Credit. 
 “Aggregate Revolving Exposure” shall mean, at any date of determination, the sum
of (a) the Aggregate Canadian Revolving Exposure on such date, (b) the Aggregate U.S. Revolving Exposure on such date and (c) the Aggregate European Revolving Exposure on such date. 

“Aggregate U.S. Revolving Exposure” shall mean, at any date of determination, without duplication: the sum of (a) the
aggregate Outstanding Amount of all U.S. Revolving Loans, U.S. Swingline Loans and U.S. Agent Advances on such date and (b) the Outstanding Amount of U.S. Letter of Credit Obligations on such date. 

“Agreed Currency” shall mean Dollars or any Alternative Currency, as applicable. 

“Agreement” shall mean this Second Amended and Restated ABL Credit Agreement, as the same may be amended, supplemented or
otherwise modified from time to time. 
 “Agreement Currency” shall have the meaning provided in
Section 12.19. 
 “Alternative Currency” shall mean (i) with respect to Canadian Revolving
Loans and Canadian Letters of Credit, Cdn. Dollars, (ii) with respect to European Revolving Loans and European Letters of Credit, Euros and Sterling and (iii) each other currency (other than Dollars) that is approved in accordance with
Section 1.7. 
 “Alternative Currency Daily Rate” shall mean, for any day, with respect to any
extension of credit hereunder (a) denominated in Sterling, the rate per annum equal to SONIA determined pursuant to the definition thereof plus the SONIA Adjustment and (b) denominated in any other Alternative Currency (to the
extent such Loans denominated in such currency will bear interest at a daily rate), the daily rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and
the relevant Lenders pursuant to Section 1.7 plus the adjustment (if any) determined by the U.S. Borrower, the Administrative Agent and the relevant Lenders pursuant to Section 1.7;
provided, that, if any Alternative Currency Daily Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. Any change in an Alternative Currency Daily Rate shall be effective from and including the date
of such change without further notice. 
 “Alternative Currency Daily Rate Loan” shall mean Loan that bears interest at a
rate based on the definition of “Alternative Currency Daily Rate.” All Alternative Currency Daily Rate Loans must be denominated in an Alternative Currency. 

“Alternative Currency Equivalent” shall mean, 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 or any Letter of Credit Issuer, as the case may be, by reference to Bloomberg (or such other publicly available service for displaying exchange rates),
to be the exchange rate for the purchase of such Alternative Currency with Dollars at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided,
however, that if no such rate is available, the “Alternative Currency Equivalent” shall be determined by the Administrative Agent or any Letter of Credit Issuer, as the case may be, using any reasonable method of determination its
deems appropriate in its sole discretion (and such determination shall be conclusive absent manifest error). 

  
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 “Alternative Currency Loan” shall mean an Alternative Currency Daily Rate
Loan or an Alternative Currency Term Rate Loan, as applicable. 
 “Alternative Currency Term Rate” shall mean, for any
Interest Period, with respect to any extension of credit hereunder: 
 (a) denominated in Euros, the rate per annum equal to
the Euro Interbank Offered Rate (“EURIBOR”), as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to
time) on the day that is two TARGET Days preceding the first day of such Interest Period with a term equivalent to such Interest Period; 

(b) denominated in Cdn. Dollars, the rate per annum equal to the Canadian Dollar Offered Rate (“CDOR”), as
published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) (in such case, the “CDOR Rate”) on the first
day of such Interest Period (or if such day is not a Business Day, then on the immediately preceding Business Day) with a term equivalent to such Interest Period; 

(c) denominated in any other Alternative Currency (to the extent such Loans denominated in such currency will bear interest at
a term rate), the term rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the relevant Lenders pursuant to Section 1.7
plus the adjustment (if any) determined by the U.S. Borrower, the Administrative Agent and the relevant Lenders pursuant to Section 1.7; 

provided, that, if any Alternative Currency Term Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

 “Alternative Currency Scheduled Unavailability Date” shall have the meaning provided in
Section 2.20(c)(ii). 
 “Alternative Currency Successor Rate” shall have the meaning provided in
Section 2.20(c)(ii). 
 “Alternative Currency Term Rate Loan” shall mean a Loan that bears
interest at a rate based on the definition of “Alternative Currency Term Rate.” All Alternative Currency Term Rate Loans must be denominated in an Alternative Currency. 

“Applicable Authority” shall mean (a) with respect to SOFR, the SOFR Administrator or any Governmental Authority having
jurisdiction over the Administrative Agent or the SOFR Administrator with respect to its publication of SOFR, in each case acting in such capacity and (b) with respect to any Alternative Currency, the applicable administrator for the Relevant
Rate for such Alternative Currency or any Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of the applicable Relevant Rate, in each case acting in such capacity. 

“Amendment” shall have the meaning provided in Section 9.3(c). 

“Amendment No. 1” shall mean Amendment No. 1 to the Existing ABL Credit Agreement, dated as of
November 22, 2019, by and among the Loan Parties, the Administrative Agent and the Lenders party thereto. 
 “Amendment
No. 1 Effective Date” shall have the meaning assigned such term in Amendment No. 1. 

“Anti-Corruption Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to any Loan Party and its
Affiliates concerning or relating to bribery or corruption. 

  
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 “Applicable Canadian Unused Line Fee Margin” shall mean, with respect to
any period for which Canadian Unused Line Fees are paid, 0.25% per annum. 
 “Applicable European Unused Line Fee Margin”
shall mean, with respect to any period for which European Unused Line Fees are paid, 0.25% per annum. 
 “Applicable
Margin” shall mean, 
 (a) for purposes of calculating the applicable interest rate for any day for any Revolving
Loan or Swingline Loan and the applicable rate of the Letter of Credit Fees for any day under Section 3.3, the percentage corresponding to Average Combined Testing Availability as a percentage of the Combined Line Cap for
the most recent fiscal quarter (subject to the last paragraph of this definition): 
  

							
	 Pricing

Level
	  	 Average Combined

Testing Availability as a

percentage of the
 Combined
Line Cap
	  	 Swingline Loans,

Agent Advances,
 U.S.
Revolving
 Loans,

Canadian
 Revolving Loans
and European
Revolving Loans
 that are ABR Loans

or Canadian Prime
 Rate
Loans
	  	 U.S. Revolving

Loans,
 Canadian

Revolving Loans and European
Revolving Loans

that are Term SOFR Loans,
Alternative Currency Loans,

and Letter of
 Credit
Fees

	I	  	Greater than or equal to 66.7%	  	0.125%	  	1.125%
	II	  	Less than 66.7% and greater than or equal to 33.3%	  	0.25%	  	1.25%
	III	  	Less than 33.3%	  	0.375%	  	1.375%

 (b) for purposes of calculating the applicable interest rate for any day for any Initial Term
Loan, the percentage corresponding to the Consolidated Total Leverage Ratio for the most recent fiscal quarter (subject to the immediately succeeding sentence): 
  

							
	 Pricing

Level
	  	 Consolidated Total Leverage Ratio
	  	 Initial Term Loans

that are ABR Loans
	  	 Initial Term Loans that are Term
SOFR
Loans

	I	  	Greater than 2.50:1.00	  	0.75%	  	1.75%
	II	  	Less than or equal to 2.50:1.00	  	0.50%	  	1.50%

 The Applicable Margins shall be adjusted (up or down) prospectively, determined by reference to the pricing
grid set forth above, on a quarterly basis on the date that is the first Business Day after each fiscal quarter end; provided, however, that (i) the initial Applicable Margins for clause (a) of this definition shall be based
on Pricing Level II, the initial Applicable Margins for clause (b) of this definition shall be based on Pricing Level I and all such initial Applicable Margins shall remain at such levels until the first Business Day following the last calendar
day of the first full fiscal quarter commencing after the Second Restatement Effective Date and (ii) if an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, no reduction
may occur until the first Business Day following the date such Event of Default is waived or cured. 
 “Applicable Time”
shall mean, 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 any Letter of Credit 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. 

“Applicable U.S. Unused Line Fee Margin” shall mean, with respect to any period for which U.S. Unused Line Fees are paid,
0.25% per annum. 

  
 -11- 












 “Approved Fund” shall mean any Fund that is administered or managed by
(a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 

“Asset Disposition” shall mean any sale, lease, transfer or other disposition of shares of Capital Stock of a Restricted
Subsidiary (other than directors’ qualifying shares, or (in the case of a Foreign Subsidiary (other than a Canadian Loan Party)) to the extent required by applicable law), property or other assets (each referred to for the purposes of this
definition as a “disposition”) by the U.S. Borrower or any of its Restricted Subsidiaries (including any disposition by means of a merger, consolidation or similar transaction and including any disposition of property to a Division
Successor pursuant to a Division) other than (i) a disposition to the U.S. Borrower or a Restricted Subsidiary, (ii) a disposition in the ordinary course of business, including any disposition of obsolete, uneconomic, surplus or worn-out property or equipment in the ordinary course of business or consistent with past practice or any disposition of inventory or goods (or other assets) held for sale or no longer used or useful in the ordinary
course of business, (iii) a disposition of Cash Equivalents, Investment Grade Securities or Temporary Cash Investments, (iv) the sale or discount (with or without recourse, and on customary or commercially reasonable terms) of accounts
receivable or notes receivable in the ordinary course of business, or the conversion or exchange of accounts receivable for notes receivable, (v) any Restricted Payment Transaction, (vi) a disposition that is governed by
Section 9.7, (vii) any Financing Disposition, (viii) any “fee in lieu” or other disposition of assets to any Governmental Authority that continue in use by the U.S. Borrower or any Restricted Subsidiary, so
long as the U.S. Borrower or any Restricted Subsidiary may obtain title to such assets upon reasonable notice by paying a nominal fee, (ix) any exchange of property pursuant to or intended to qualify under Section 1031 (or any successor
section) of the Code or comparable law or regulation, or any exchange of equipment to be leased, rented or otherwise used in a Related Business, (x) any financing transaction with respect to property built or acquired by the U.S. Borrower or
any Restricted Subsidiary after the Closing Date, including any sale/leaseback transaction or asset securitization, (xi) any disposition arising from foreclosure, condemnation, eminent domain, or similar action with respect to any property or
other assets, or exercise of termination rights under any lease, license, concession or other agreement, or necessary or advisable (as determined by the U.S. Borrower in good faith) in order to consummate any acquisition of any Person, business or
assets, or pursuant to buy/sell arrangements under any joint venture or similar agreement or arrangement, (xii) any disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary or an Immaterial Subsidiary,
(xiii) a disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the U.S. Borrower or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or
from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), entered into in connection with such acquisition, (xiv) a disposition of not more than 5.0% of the outstanding
Capital Stock of a Foreign Subsidiary (other than a Canadian Loan Party or a European Borrower) that has been approved by the Board of Directors, (xv) any disposition or series of related dispositions for aggregate consideration not to exceed
the greater of $80.0 million and 10.0% of LTM EBITDA, (xvi) the abandonment or other disposition of patents, trademarks or other intellectual property that are, in the reasonable judgment of the U.S. Borrower, no longer economically
practicable to maintain or useful in the conduct of, or that is not material to, the business of the U.S. Borrower and its Subsidiaries taken as a whole, (xvii) any license, sublicense or other grant of rights in or to any trademark, copyright,
patent or other intellectual property, (xviii) any Exempt Sale and Leaseback Transaction or (xix) dispositions of Accounts of any Designated Account Debtor pursuant to factoring arrangements in an aggregate amount (with a receivable being
deemed to be “outstanding” until the applicable Borrower or applicable Subsidiary has received the full purchase price thereof from the purchaser) not to exceed $50,000,000 at any time outstanding. 

“Assignment and Acceptance” shall mean an assignment and acceptance substantially in the form of Exhibit H, or such
other form as may be approved by the applicable Administrative Agent. 
 “Attorney” shall have the meaning provided
in Section 11.1(c). 
 “Authorized Officer” shall mean the President, the Chief Financial
Officer, the Treasurer, the Vice President-Finance or any other senior officer of the U.S. Borrower, the Canadian Borrower or European Parent Borrower or any other general officers authorized by the board of directors), or any other officer
designated as such in writing to the applicable Administrative Agent by such Person. 
 “Availability” shall mean the U.S.
Availability, Canadian Availability or European Availability, as the context requires. 

  
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 “Availability Conditions” shall mean the U.S. Availability Conditions,
Canadian Availability Conditions or European Availability Conditions, as the context requires. 
 “Average Combined Testing
Availability” shall mean, for any period of determination, average daily Combined Testing Availability for such period. 

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by
the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. 
 “Bail-In Legislation” shall mean (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the
implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I
of the Banking Act 2009 (U.K.) (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their
affiliates (other than through liquidation, administration or other insolvency proceedings). 
 “Bank of America” shall
mean Bank of America, N.A. and its successors. 
 “Bank Levy” shall mean: 

(a) the UK bank levy as set out in the Finance Act 2011; 

(b) the French taxe bancaire de risque systémique as set out in Article 235 ter ZE of the French Code
Général des impôts; 
 (c) the German bank levy as set out in the German Restructuring Fund Act 2010
(Restrukturierungsfondsgesetz) (as amended); 
 (d) the Dutch bankenbelasting as set out in the bank levy act
(Wet bankenbelasting); 
 (e) the Belgian annual tax on financial institutions laid down in articles 201/10 to 201/19
of Chapter XI of Book II of the Belgian Code on Miscellaneous Taxes and Duties; and 
 (f) any substantively similar bank
levy in any other jurisdiction currently enacted as at the date of this Agreement. 
 “Bank Product Reserves” shall mean
all reserves which the Administrative Agents from time to time establish in their reasonable credit judgment exercised in good faith for the Bank Products then provided or outstanding. 

“Bank Products” shall mean Secured Cash Management Agreements and Secured Hedge Agreements. 

“Bank Products Agreement” shall mean any agreement pursuant to which a bank or other financial institution agrees to provide
(a) treasury services, (b) credit card, merchant card, purchasing card or stored value card services (including the processing of payments and other administrative services with respect thereto), (c) cash management services (including
controlled disbursements, automated clearinghouse transactions, return items, netting, overdrafts, bank guarantees, depository, lockbox, stop payment, electronic funds transfer, information reporting, wire transfer and interstate depository network
services), (d) supply chain financings and (e) other banking products or services as may be requested by the U.S. Borrower or any Subsidiary (other than letters of credit and other than loans and advances, except indebtedness arising from
services described in clauses (a) through (d) of this definition). 

  
 -13- 












 “Bank Products Obligations” of any Person shall mean the obligations of
such Person pursuant to any Bank Products Agreement. 
 “Bank Products Provider” shall mean a Cash Management Bank
in its capacity as a counterparty to a Secured Cash Management Agreement, as designated by the U.S. Borrower in accordance with Section 12.27(d)(iii) (provided that no Person shall, with respect to any Secured Cash Management Agreement,
be at any time a Bank Products Provider with respect to more than one Credit Facility (as defined in the Intercreditor Agreement as in effect on the Second Restatement Effective Date)). 

“Bankruptcy Code” shall mean Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (or any
successor statute), as amended from time to time. 
 “Belgian Borrower” shall mean a European Borrower organized under the
laws of Belgium. 
 “Belgian Qualifying Lender” shall mean, in respect of any interest payment made under the Agreement in
respect of a Loan to a Belgian Borrower, a Lender which is beneficially entitled to interest payable to it and which can receive interest without a Belgian Tax Deduction due to being: (a) a professional investor within the meaning of Article
105, 3° of the Royal Decree implementing the Belgian Income Tax Code, which is a company resident for tax purposes in Belgium or which is acting through a permanent establishment in Belgium with which the Loan is effectively connected, other
than mentioned under (b) hereafter; (b) a credit institution within the meaning of article 105, 1°, a) of the Royal Decree implementing the Belgian Income Tax Code, which is a resident for tax purposes in Belgium or which is acting through
a permanent establishment in Belgium; (c) a credit institution within the meaning of article 107, §2, 5, a), second dash of the Royal Decree implementing the Belgian Income Tax Code, that is acting through its head office and is resident
for tax purposes in a country with which Belgium has entered into a double taxation agreement that is in force (irrespective of whether or not the double taxation agreement makes provision for exemption from tax imposed by Belgium) or in a country
which is a member state of the European Economic Area; (d) a credit institution within the meaning of article 107, §2, 5, a), second dash of the Royal Decree implementing the Belgian Income Tax Code, that is acting through a permanent
establishment which (i) itself qualifies as a credit institution within the meaning of the aforementioned article 107, §2, 5, a) second dash and (ii) is located in a country with which Belgium has entered into a double taxation
agreement that is in force (irrespective of whether or not the double taxation agreement makes provision for exemption from tax imposed by Belgium) or in a country which is a member state of the European Economic Area; or (e) a Belgian Treaty
Lender. 
 “Belgian Security Documents” shall mean (a) the Belgian law receivables, inventory and bank account pledge
agreements entered into after the Second Restatement Effective Date between Univar Solutions Belgium NV and the Collateral Agent, and (b) any other document to be entered into after the Second Restatement Effective Date governed by the laws of
Belgium containing Liens of any Loan Party securing the Obligations, in each case in form and substance satisfactory to the Collateral Agent and entered into pursuant to the terms of this Agreement or any other Loan Document. 

“Belgian Tax Deduction” shall mean, in respect of any Loan to a Belgian Borrower, a deduction or withholding from a payment
under any Loan Document for and on account of any Taxes imposed, levied, collected, withheld or assessed by Belgium. 
 “Belgian
Treaty Lender” shall mean, in respect of any Loan to a Belgian Borrower, a Lender which: (a) is a resident (as defined in the relevant double taxation agreement) in a country with which Belgium has a double taxation agreement giving
residents of that country exemption from Belgian taxation on interest and (b) does not carry on a business in Belgium through a permanent establishment with which the payment is effectively connected and (c) fulfils any conditions which
must be fulfilled under the appropriate double taxation agreement for residents of that country to obtain exemption from Belgian taxation on interest (subject to the completion of any necessary procedural formalities). 

“Beneficial Ownership Certification” shall mean a certification regarding beneficial ownership required by the Beneficial
Ownership Regulation. 

  
 -14- 












 “Beneficial Ownership Regulation” shall mean 31 C.F.R. § 1010.230.

 “Benefit Plan” shall mean any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to
Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or
Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. 
 “BHC Act
Affiliate” shall have the meaning provided in Section 12.26(b). 
 “BIA” shall mean the
Bankruptcy and Insolvency Act (Canada) (or any successor statute), as amended from time to time and includes all regulations thereunder. 

“Blocked Account” shall mean the U.S. Blocked Account or the Canadian Blocked Account, as the context requires. 

“Blocked Account Agreement” shall have the meaning provided in Section 8.13(a)(iii). 

“Board” shall mean the Board of Governors of the Federal Reserve System. 

“Board of Directors” shall mean, for any Person, the board of directors or other governing body of such Person or, if such
Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the board of directors or other governing body of such entity, or, in either case, any committee thereof duly authorized to act on
behalf of such board of directors or other governing body. Unless otherwise provided, “Board of Directors” shall mean the Board of Directors of the U.S. Borrower. 

“Borrowers” shall have the meaning provided in the preamble to this Agreement. 

“Borrower DTTP Filing” shall mean an HM Revenue & Customs’ Form DTTP2 duly completed and filed by the relevant
UK Borrower, which (a) where it relates to a UK Treaty Lender that is a party to this Agreement as a Lender as at the date of this Agreement, contains the scheme reference number and jurisdiction of tax residence stated opposite that
Lender’s name in Schedule A, and (i) where the relevant UK Borrower is a party to this Agreement as a Borrower as at the date of this Agreement, is filed with HM Revenue & Customs within 30 days of the date of this
Agreement; or (ii) where the relevant UK Borrower becomes a party to this Agreement as a Borrower after the date of this Agreement, is filed with HM Revenue & Customs within 30 days of the date that UK Borrower becomes a party to this
Agreement; or (b) where it relates to a UK Treaty Lender that is not a party to this Agreement as a Lender as at the date of this Agreement, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender
in the documentation which it executes on becoming a party to this Agreement as a Lender, and (i) where the relevant UK Borrower is a party to this Agreement as a Borrower as at the date on which that UK Treaty Lender becomes a party to this
Agreement as a Lender, is filed with HM Revenue & Customs within 30 days of that date; or (ii) where the relevant UK Borrower is not a party to this Agreement as a Borrower as at the date on which that UK Treaty Lender becomes a party
to this Agreement as a Lender, is filed with HM Revenue & Customs within 30 days of the date on which that UK Borrower becomes a party to this Agreement as a Borrower. 

“Borrowing” shall mean the incurrence of one Type of Loan of a single Class on a single date (or resulting from
conversions on a single date) having, in the case of Term SOFR Loans or Alternative Currency Term Rate Loans, the same Interest Period. For the avoidance of doubt, the conversion of any Loan hereunder from one Type of Loan to another as permitted
hereby, or the continuation or selection of any Interest Period shall not, in each case, constitute a Borrowing or a Loan. 

“Borrowing Base” shall refer to the North American Borrowing Base or the European Borrowing Base, as the context requires.

 “Borrowing Base Certificate” shall mean a certificate of the U.S. Borrower and the European Parent Borrower,
substantially in the form of Exhibit M (or another form acceptable to the U.S. Administrative 

  
 -15- 












 
Agent) setting forth the calculation of the North American Borrowing Base and the European Borrowing Base, including a calculation of each component thereof, all in such detail as shall be
reasonably satisfactory to the U.S. Administrative Agent. All calculations of the North American Borrowing Base and European Borrowing Base in connection with the preparation of any Borrowing Base Certificate shall originally be made by the U.S.
Borrower and the European Parent Borrower and certified to the U.S. Administrative Agent; provided that the U.S. Administrative Agent shall have the right to review and adjust any such calculation to the extent that such calculation is not in
accordance with this Agreement, including as a result of the failure of any Lien on assets included therein to be valid and perfected on a first priority basis, whether or not such failure has given rise to an Event of Default hereunder. 

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks are authorized by law
or governmental action to close, or are in fact closed in, the jurisdiction where the Administrative Agent’s Office is located; provided that: 

(a) if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in Euro, any fundings,
disbursements, settlements and payments in Euro in respect of any such Alternative Currency Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Alternative Currency Loan, means a Business Day that
is also a TARGET Day; 
 (b) if such day relates to any interest rate settings as to an Alternative Currency Loan denominated
in Sterling, means a day other than a day banks are closed for general business in London because such day is a Saturday, Sunday or a legal holiday under the laws of the United Kingdom; 

(c) if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in Cdn. Dollars, means a
day other than a day banks are closed for general business in Toronto, Ontario because such day is a Saturday, Sunday or a legal holiday under the laws of the Canada; 

(d) if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in a currency other than
Euro, Sterling or Cdn. Dollars, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the applicable offshore interbank market for such currency; and 

(e) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Euro in respect of an
Alternative Currency Loan denominated in a currency other than Euro, or any other dealings in any currency other than Euro to be carried out pursuant to this Agreement in respect of any such Alternative Currency Loan (other than any interest rate
settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency. 

“Canadian Administrative Agent” shall mean Bank of America, N.A. (acting through its Canada branch), as the administrative
agent for the Canadian Revolving Lenders under this Agreement, or any successor administrative agent pursuant to Section 11. 

“Canadian Agent Advances” shall have the meaning provided in Section 2.3(h). 

“Canadian Availability” shall mean at any time the lesser of (i) the excess of (a) the Total Canadian Revolving
Commitment at such time minus (b) the Aggregate Canadian Revolving Exposure and (ii) the North American Borrowing Base at such time minus the sum of (a) the Aggregate Canadian Revolving Exposure at such time and
(b) the Aggregate U.S. Revolving Exposure at such time. 
 “Canadian Availability Conditions” shall be deemed to be
satisfied on any date if (x) Canadian Availability shall be not less than $0 on such date and (y) Combined Availability shall not be less than $0 on such date. 

“Canadian Bank” shall mean Bank of America, N.A. (acting through its Canada branch), for so long as it is a Canadian
Revolving Lender hereunder. 

  
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 “Canadian Base Rate” shall mean for any day, the greater of
(x) the rate of interest in effect for such day as publicly announced from time to time by the Canadian Administrative Agent in Toronto, Ontario as its “base rate” (the “base rate” being a rate set by the Canadian
Administrative Agent based on various factors including costs and desired return of the Canadian Administrative Agent, general economic conditions and other factors, and used as a reference point for pricing some loans in Dollars, which may be
priced at, above or below such announced rate) and (y) Term SOFR for an Interest Period of one (1) month plus 1.00%; provided that if the Canadian Base Rate would otherwise be less than zero, the Canadian Base Rate shall
instead be zero. Any change in the “base rate” announced by the Canadian Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change. Each interest rate based upon the
Canadian Base Rate shall be adjusted simultaneously with any change in the “base rate.” In the event that the Canadian Administrative Agent (including any successor or assignee) does not at any time publicly announce a “base
rate,” then “Canadian Base Rate” shall mean the “base rate” publicly announced by a Schedule 1 chartered bank in Canada selected by the Canadian Administrative Agent. 

“Canadian Blocked Account” shall have the meaning provided in Section 8.13(a). 

“Canadian Borrower” shall have the meaning provided in the preamble to this Agreement. 

“Canadian Commitment Increase” shall have the meaning provided in Section 2.16(a). 

“Canadian Concentration Account” shall have the meaning provided in Section 8.13(a). 

“Canadian Defined Benefit Plan” shall mean a Foreign Pension Plan which is subject to registration under the PBA or other
applicable pension standard legislation in Canada and which contains a “defined benefit provision,” as defined in subsection 147.1(1) of the Income Tax Act (Canada). 

“Canadian Designated Account” shall have the meaning provided in Section 2.3(c). 

“Canadian Economic Sanctions and Export Control Laws” shall mean 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, including the Special Economic Measures Act (Canada), the United Nations Act
(Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), Part II.1 of the Criminal Code (Canada) and the Export and Import Permits Act (Canada), and any related regulations. 

“Canadian Guarantee” shall mean, collectively, the guarantees by the Canadian Subsidiaries in favor of the Collateral Agent
for the benefit of the Secured Parties in respect of the Obligations. 
 “Canadian Guarantee and Security Agreement” shall
mean the Second Amended and Restated ABL Canadian Guarantee and Collateral Agreement among the Canadian Borrower, the other Canadian Subsidiaries from time to time party thereto and the Collateral Agent for the benefit of the Secured Parties, dated
as of the Second Restatement Effective Date, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time. 

“Canadian Guarantor” shall mean, except as set forth on Schedule 1.1(c)(ii) to this Agreement, each Canadian
Subsidiary that provides a Canadian Guarantee or becomes a party to the Canadian Guarantee after the Second Restatement Effective Date pursuant to Section 8.8 or otherwise. 

“Canadian Letter of Credit” shall have the meaning provided in Section 2.5(a)(ii). 

“Canadian Letter of Credit Fee” shall have the meaning provided in Section 3.3(b). 

“Canadian Letter of Credit Issuer” shall mean the Canadian Bank, any Affiliate of the Canadian Bank, Bank of Montreal or any
other financial institution, in each case, that issues any Canadian Letter of Credit pursuant to this Agreement; provided that solely for purposes of each Existing Letter of Credit, the entity identified on Schedule 2.5 to this
Agreement as the issuer of such Letter of Credit shall be deemed for all purposes of this Agreement to be the Canadian Letter of Credit Issuer and shall have all rights, obligations and privileges of the Canadian Letter of Credit Issuer with respect
thereto. 

  
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 “Canadian Letter of Credit Obligations” shall mean, as at any date of
determination, the Dollar Equivalent of the aggregate amount available to be drawn under all outstanding Canadian Letters of Credit plus the aggregate Dollar Equivalent of all amounts drawn under the Canadian Letters of Credit, including all
Letter of Credit Borrowings arising under Canadian Letters of Credit. For all purposes of this Agreement, if on any date of determination a Canadian 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 Canadian Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. 

“Canadian Letter of Credit Participant” shall mean a Letter of Credit Participant in a Canadian Letter of Credit. 

“Canadian Letter of Credit Subfacility” shall mean $75,000,000. 

“Canadian Loan Parties” shall mean the Canadian Borrower and the Canadian Guarantors. 

“Canadian Lock Boxes” shall have the meaning provided in Section 8.13(a). 

“Canadian Notice of Borrowing” shall have the meaning provided in Section 2.3(b)(i). 

“Canadian Notice of Conversion or Continuation” shall have the meaning provided in Section 2.9(c).

 “Canadian Obligations” shall mean all advances to, and debts, liabilities, obligations, covenants and duties of, the
Canadian Loan Parties arising under any Loan Document and all debts, liabilities, obligations, covenants and duties of any Canadian Subsidiary under any Secured Cash Management Agreement or Secured Hedge Agreement, in each case, whether direct or
indirect (including those acquired by assumption), absolute or contingent (including by way of Guarantee), due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any
Canadian Loan Party of any proceeding under any bankruptcy or insolvency law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. 

“Canadian Prime Rate” shall mean, on any day, the greater of (x) the nominal annual rate of interest announced from time
to time by the Canadian Administrative Agent as its reference rate of interest for loans made in Cdn. Dollars to Canadian customers and designated as its “prime rate” (the “prime rate” being a rate set by the Canadian
Administrative Agent based upon various factors including the Canadian Administrative Agent’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) and (y) the CDOR Rate for an Interest Period of one (1) month plus 1.00%; provided that if the Canadian Prime Rate would otherwise be less than zero, the Canadian Prime Rate shall
instead be zero. Any change in the prime rate announced by the Canadian Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change. Each rate of interest based upon the Canadian
Prime Rate shall be adjusted simultaneously with any change in the Canadian Prime Rate. In the event that the Canadian Administrative Agent (including any successor or assignor) does not at any time publicly announce a prime rate, the “Prime
Rate” shall mean the “prime rate” publicly announced by a Schedule 1 chartered bank in Canada selected by the Canadian Administrative Agent. 

“Canadian Prime Rate Loan” shall mean a Canadian Revolving Loan, Canadian Swingline Loan or Canadian Agent Advance which
bears interest based on the Canadian Prime Rate. 
 “Canadian Revolving Commitment” shall mean, as to any Canadian
Revolving Lender, the obligation of such Lender, if any, to make Canadian Revolving Loans and participate in Canadian Letters of Credit and Canadian Swingline Loans in an aggregate principal and/or face amount not to exceed the amount set forth
under the 

  
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heading “Canadian Revolving Commitment” opposite such Lender’s name on Schedule A or in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as
the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the Canadian Revolving Commitments of all Canadian Revolving Lenders as of the Second Restatement Effective Date is $250,000,000. 

“Canadian Revolving Facility” shall have the meaning provided in Section 2.1(b). 

“Canadian Revolving Lender” shall mean a Lender with a Canadian Revolving Commitment or an outstanding Canadian Revolving
Loan, Canadian Swingline Loan, Canadian Agent Advance or that is a Canadian Letter of Credit Participant. 
 “Canadian Revolving
Loans” shall have the meaning provided in Section 2.3(a). 
 “Canadian Secured Parties”
shall mean, solely from the Second Restatement Effective Date until the Hypothec Registration Date and solely for purposes of the Deed of Hypothec and no other Loan Document, the Secured Parties. 

“Canadian Security Agreement” shall mean the general security agreements and deeds of hypothec entered into by the Canadian
Loan Parties in favor of the Collateral Agent to secure the Obligations or the guarantees thereof, as the same may be amended, supplemented or otherwise modified from time to time, including, but not limited to, the Canadian Guarantee and Security
Agreement. 
 “Canadian Security Documents” shall mean (a) the Canadian Security Agreement and (b) any other
agreements entered into after the Second Restatement Effective Date pursuant to which the Collateral Agent has been granted a Lien by a Loan Party to secure the Secured Obligations or the guarantees thereof that is governed by the laws of Canada or
any province or territory thereof. 
 “Canadian Subsidiary” shall mean any direct or indirect Subsidiary of the U.S.
Borrower which is incorporated or otherwise organized under the laws of Canada or any province or territory thereof. 
 “Canadian
Swingline Commitment” shall mean the obligation of the Canadian Swingline Lenders to make Canadian Swingline Loans in an aggregate Outstanding Amount not to exceed $30,000,000. The Canadian Swingline Commitment of each Canadian
Swingline Lender on the Second Restatement Effective Date shall be set forth on Schedule A. 
 “Canadian Swingline
Lenders” shall mean (i) the Canadian Bank, (ii) Bank of Montreal and (iii) any successor financial institution to either of the foregoing agreed to by the Canadian Administrative Agent, each in its capacity as provider of
Canadian Swingline Loans. 
 “Canadian Swingline Loan” shall have the meaning provided in
Section 2.3(g)(i). 
 “Canadian Unused Line Fee” shall have the meaning provided in
Section 3.2(b). 
 “Capital Expenditures” shall mean, 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 leases evidencing Capitalized Lease Obligations) by the U.S. Borrower and the Restricted Subsidiaries during such
period that, in conformity with GAAP, are or are required to be included as capital expenditures on a consolidated statement of cash flows of the U.S. Borrower. 

“Capital Stock” shall mean, as to any Person, any and all shares or units of, rights to purchase, warrants or options for, or
other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. 

“Capitalized Lease Obligation” shall mean an obligation that is required to be classified and accounted for as a capitalized
lease (and, for the avoidance of doubt, not a straight-line or operating lease) for financial 

  
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reporting purposes in accordance with GAAP. The amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to
be made as determined in accordance with GAAP, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty;
provided that all obligations of the U.S. Borrower and the Restricted Subsidiaries that are or would be characterized as an operating lease as determined in accordance with GAAP as in effect on January 1, 2015 (whether or not such
operating lease was in effect on such date) shall continue to be accounted for as an operating lease (and not as a Capitalized Lease Obligation) for purposes of this Agreement regardless of any change in GAAP following January 1, 2015 (that
would otherwise require such obligation to be recharacterized as a Capitalized Lease Obligation). 
 “Captive Insurance
Subsidiary” shall mean any Subsidiary of the U.S. Borrower that is subject to regulation as an insurance company (or any Subsidiary thereof). 

“Cash Dominion Event” shall mean the occurrence of either of the following events: (a) Combined Testing Availability is
less than or equal to the greater of (i) $100,000,000 and (ii) 10.0% of the Combined Line Cap for five consecutive Business Days or (b) upon the declaration of such by the Required Lenders when a Specified Event of Default has occurred and is
continuing. 
 “Cash Equivalents” shall mean any of the following: (a) money, (b) securities issued or fully
guaranteed or insured by the United States of America, Canada, the United Kingdom, Switzerland or a member state of the European Union or any agency or instrumentality of any thereof, (c) time deposits, certificates of deposit or bankers’
acceptances of (i) any bank or other institutional lender under this Agreement or any Affiliate thereof or (ii) any commercial bank having capital and surplus in excess of $500,000,000 (or the foreign currency equivalent thereof as of the
date of such investment) and the commercial paper of the holding company of which is rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the
equivalent thereof by Moody’s (or, if at such time neither is issuing ratings, a comparable rating of another nationally recognized rating agency), (d) repurchase obligations with a term of not more than seven days for underlying securities of
the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c)(i) or (c)(ii) above, (e) money market instruments, commercial paper or other short-term
obligations rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s (or, if at such time neither is issuing
ratings, a comparable rating of another nationally recognized rating agency), (f) investments in money market funds subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the SEC under
the Investment Company Act of 1940, as amended, (g) investments similar to any of the foregoing denominated in foreign currencies approved by the Board of Directors, and (h) solely with respect to any Captive Insurance Subsidiary, any
investment that person is permitted to make in accordance with applicable law. 
 “Cash Flow Administrative Agent” shall
mean Bank of America, in its capacity as administrative agent under the Cash Flow Credit Agreement, and its successors and assigns. 

“Cash Flow Collateral Agent” shall mean Bank of America, in its capacity as collateral agent under the Cash Flow Credit
Agreement, and its successors and assigns. 
 “Cash Flow Credit Agreement” shall mean the Cash Flow Credit Agreement, dated
July 1, 2015, by and among the U.S. Borrower, Univar USA Inc., the lenders party thereto, the Cash Flow Administrative Agent and the other parties named therein, as such agreement may be amended, supplemented, waived or otherwise modified from
time to time or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original administrative agent and lenders or other agents and lenders or otherwise,
and whether provided under the original Cash Flow Credit Agreement or other credit agreements or otherwise, unless such agreement or instrument expressly provides that it is not intended to be and is not a Cash Flow Credit Agreement hereunder). Any
reference to the Cash Flow Credit Agreement hereunder shall be deemed a reference to any Cash Flow Credit Agreement then in existence. 

“Cash Flow Credit Facility” shall mean the collective reference to the Cash Flow Loan Documents, any notes issued pursuant
thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages, letter of credit applications and other guarantees, pledge agreements, security agreements and collateral documents, and other instruments and
documents, executed and delivered pursuant to or in connection 

  
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with any of the foregoing, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid,
increased or extended from time to time (whether in whole or in part, whether with the original agent and lenders or other agents and lenders or otherwise, and whether provided under the original Cash Flow Credit Agreement or one or more other
credit agreements, indentures or financing agreements or otherwise, unless such agreement or instrument expressly provides that it is not intended to be and is not a Term Facility hereunder). 

“Cash Flow Loan Documents” shall mean the “Loan Documents” (or comparable term) as defined in the Cash Flow Credit
Agreement, as the same may be amended, supplemented, waived, otherwise modified, extended, renewed, refinanced or replaced from time to time. 

“Cash Flow Maturity Date” shall mean June 3, 2028. 

“Cash Flow Term Loans” shall mean all loans outstanding under the Cash Flow Credit Agreement on the Second Restatement
Effective Date. 
 “Cash Management Agreement” shall mean (i) any Bank Products Agreement and (ii) any other
agreement (including, without limitation, any parent Guarantee provided by a Loan Party for Indebtedness of a Foreign Subsidiary) which states that it is a “Cash Management Agreement” for purposes of this Agreement other than an agreement
relating to Indebtedness incurred in reliance on Section 9.1(a), Section 9.1(b)(i), Section 9.1(b)(iii), Section 9.1(b)(ix),
Section 9.1(b)(x) or Section 9.1(b)(xi). 
 “Cash Management Bank”
shall mean any Person that, either (x) at the time it enters into a Cash Management Agreement or (y) on the Closing Date, the First Restatement Effective Date or the Second Restatement Effective Date, is a Lender or an Affiliate of a
Lender, in its capacity as a party to such Cash Management Agreement, including for the avoidance of doubt, any Cash Management Agreement entered into prior to the Closing Date, the First Restatement Effective Date or the Second Restatement
Effective Date, as applicable. 
 “CCAA” shall mean Companies’ Creditors Arrangement Act (Canada) (or any
successor statute), as amended from time to time, and includes all regulations thereunder. 
 “Cdn. Dollar” and
“Cdn.$” shall mean dollars in the lawful currency of Canada. 
 “Change in Law” shall mean (a) the
adoption of any law, treaty, order, policy, rule or regulation after the Closing Date, (b) any change in any law, treaty, order, policy, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the
Closing Date or (c) any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of
law) that requires compliance by a Lender; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act or any European equivalent regulation (such as the European
Market Infrastructure Regulation) 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 and including CRR, shall in each case be deemed to be a “Change in
Law”, regardless of the date enacted, adopted or issued. 
 “Change of Control” shall mean (i) any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders or a Parent Entity, becomes the “beneficial owner” (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50.0% of the total voting power of the Voting Stock of the U.S. Borrower;
provided that (x) so long as the U.S. Borrower is a Subsidiary of any Parent Entity, no “person” shall be deemed to be or become a “beneficial owner” of more than 50.0% of the total voting power of the Voting Stock of
the U.S. Borrower unless such “person” shall be or become a “beneficial owner” of more than 50.0% of the total voting power of the Voting Stock of such Parent Entity and (y) any Voting Stock of which any Permitted Holder is
the “beneficial owner” shall not in any case be included in any Voting Stock of which any such “person” is the “beneficial owner”; (ii) the U.S. Borrower sells or transfers, in one


  
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or a series of related transactions, all or substantially all of the assets of the U.S. Borrower and its Restricted Subsidiaries to, another Person (other than one or more Permitted Holders) and
any “person” (as defined in clause (i) above), other than one or more Permitted Holders or any Parent Entity, is or becomes the “beneficial owner” (as so defined), directly or indirectly, of more than 50.0% of the total
voting power of the Voting Stock of the transferee Person in such sale or transfer of assets, as the case may be; provided that (x) so long as such transferee Person is a Subsidiary of a parent Person, no “person” shall be
deemed to be or become a “beneficial owner” of more than 50.0% of the total voting power of the Voting Stock of such transferee Person unless such “person” shall be or become a “beneficial owner” of more than 50.0% of
the total voting power of the Voting Stock of such parent Person and (y) any Voting Stock of which any Permitted Holder is the “beneficial owner” shall not in any case be included in any Voting Stock of which any such
“person” is the beneficial owner; (iii) the U.S. Borrower shall cease to own, directly or indirectly, 100.0% of the Capital Stock of any other Borrower (or any Successor U.S. Borrower) unless such transaction is otherwise permitted
hereby and such Borrower shall cease to constitute a Borrower following such transaction; or (iv) a “Change of Control” as defined in the Senior Notes Indenture (or any indenture or other agreement governing Refinancing Indebtedness
in respect of the Senior Notes, and in each case in an aggregate principal amount equal to or greater than $150.0 million). 

“Chattel Paper” shall have the meaning provided in Article 9 of the UCC and in the PPSA, as applicable. 

“Class,” when used in reference to any Loan or Borrowing, shall refer to whether such Loan, or the Loans comprising such
Borrowing, are U.S. Revolving Loans, Canadian Revolving Loans, European Revolving Loans or Initial Term Loans and, when used in reference to any Commitment, refers to whether such Commitment is a U.S. Revolving Commitment, a Canadian Revolving
Commitment, a European Revolving Commitment, Incremental Additional Jurisdiction Revolving Commitment or an Initial Term Commitment. 

“Closing Date” shall mean July 28, 2015. 

“CME” shall mean CME Group Benchmark Administration Limited. 

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. 

“Collateral” shall mean all property pledged or purported to be pledged (or upon which a Lien is or is purported to be
created) pursuant to the Security Documents. 
 “Collateral Agent” shall mean Bank of America, as collateral agent under
the Security Documents, or any successor collateral agent pursuant to Section 11. 
 “Collateral
Representative” shall mean (i) with respect to the Cash Flow Credit Agreement, the Cash Flow Collateral Agent and (ii) with respect to any Indebtedness secured by Liens on the Collateral, the collateral agent under the agreement
governing such Indebtedness. 
 “Collection Accounts” shall mean any bank account into which the proceeds of Accounts of
the European Borrowers that constitute Collateral are paid. 
 “Combined Availability” shall mean at any time the lesser of
(i) the excess of (a) the Total Revolving Commitment at such time minus (b) the Aggregate Revolving Exposure at such time and (ii) the sum, without duplication, of the North American Borrowing Base and European Borrowing
Base at such time minus the Aggregate Revolving Exposure at such time. 
 “Combined Line Cap” shall mean the lesser
of (i) the Total Revolving Commitment at such time and (ii) the sum of (a) the North American Borrowing Base and (b) the European Borrowing Base at such time. 

“Combined Testing Availability” at any time, shall mean the sum of (a) the excess of (i) the lesser of (x) the
Total Revolving Commitment and (y) the sum of (A) the North American Borrowing Base and (B) the European Borrowing Base over (ii) the Aggregate Revolving Exposure, plus (b) Specified Suppressed Availability at such time.


  
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 “Commitment Increase” shall have the meaning provided in
Section 2.16(a). 
 “Commitment Increase Effective Date” shall have the meaning provided in
Section 2.16(c). 
 “Commitments” shall mean, with respect to each Lender (to the extent
applicable), such Lender’s U.S. Revolving Commitment, Canadian Revolving Commitment, European Revolving Commitment, Incremental Additional Jurisdiction Revolving Commitment, Reallocated Additional Jurisdiction Revolving Commitment, Swingline
Commitment and Initial Term Commitment. 
 “Commodities Agreement” shall mean, in respect of a Person, any commodity
futures contract, forward contract, option or similar agreement or arrangement (including derivative agreements or arrangements), as to which such Person is a party or beneficiary. 

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time
to time, and any successor statute. 
 “Commonly Controlled Entity” shall mean an entity, whether or not incorporated,
which is under common control with the U.S. Borrower within the meaning of Section 4001 of ERISA or is part of a group which includes the U.S. Borrower and which 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 Sections 414(m) and (o) of the Code. 

“Concentration Account” shall mean the U.S. Concentration Account, the Canadian Concentration Account or the European
Concentration Account, as the context requires. 
 “Conforming Changes” shall mean, with respect to the use, administration
of or any conventions associated with any proposed Successor Rate for an Agreed Currency, as applicable, any conforming changes to the definitions of “ABR”, “Canadian Base Rate”, “Canadian Prime Rate”, “European
Base Rate”, “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of
“Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the
Administrative Agent in consultation with the U.S. Borrower, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market
practice for such Agreed Currency (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate for such Agreed
Currency exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document). 

“Consolidated Coverage Ratio” shall mean, as of any date of determination, the ratio of (i) the aggregate amount of
Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of the U.S. Borrower are available to (ii) Consolidated Interest
Expense for such four fiscal quarters; provided that: 
 (1) if, since the beginning of such period, the U.S. Borrower
or any Restricted Subsidiary has Incurred any Indebtedness or the U.S. Borrower has issued any Designated Preferred Stock that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the
Consolidated Coverage Ratio is an Incurrence of Indebtedness or an issuance of Designated Preferred Stock of U.S. Borrower, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma
basis to such Indebtedness or Designated Preferred Stock or as if such Indebtedness or Designated Preferred Stock had been Incurred or issued, as applicable, on the first day of such period (except that in making such computation, the amount of
Indebtedness under any revolving 

  
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credit facility outstanding on the date of such calculation shall be computed based on (A) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter
period for which such facility was outstanding or (B) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the
date of such calculation), 
 (2) if, since the beginning of such period, the U.S. Borrower or any Restricted Subsidiary has
repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged any Indebtedness, or any Designated Preferred Stock of the U.S. Borrower, that is no longer outstanding on such date of determination (each, a
“Discharge”) or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio involves a Discharge of Indebtedness (in each case other than Indebtedness Incurred under any revolving credit facility unless
such Indebtedness has been repaid with an equivalent permanent reduction in commitments thereunder) or a Discharge of Designated Preferred Stock of the U.S. Borrower, Consolidated EBITDA and Consolidated Interest Expense for such period shall be
calculated after giving effect on a pro forma basis to such Discharge of such Indebtedness or Designated Preferred Stock, including with the proceeds of such new Indebtedness or such new Designated Preferred Stock of the U.S. Borrower, as if such
Discharge had occurred on the first day of such period, 
 (3) if, since the beginning of such period, the U.S. Borrower or
any Restricted Subsidiary shall have disposed of any company, any business or any group of assets constituting an operating unit of a business, including any such disposition occurring in connection with a transaction causing a calculation to be
made hereunder, or designated any Restricted Subsidiary as an Unrestricted Subsidiary (any such disposition or designation, a “Sale”), the Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated
EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period and Consolidated Interest Expense for
such period shall be reduced by an amount equal to (A) the Consolidated Interest Expense attributable to any Indebtedness of the U.S. Borrower or any Restricted Subsidiary repaid, repurchased, redeemed, defeased or otherwise acquired, retired
or discharged with respect to the U.S. Borrower and its continuing Restricted Subsidiaries in connection with such Sale for such period (including, but not limited to, through the assumption of such Indebtedness by another Person) plus
(B) if the Capital Stock of any Restricted Subsidiary is disposed of in such Sale or any Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Consolidated Interest Expense for such period attributable to the Indebtedness of
such Restricted Subsidiary to the extent the U.S. Borrower and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such Sale, 

(4) if, since the beginning of such period, the U.S. Borrower or any Restricted Subsidiary (by merger, consolidation or
otherwise) shall have made an Investment in any Person that thereby becomes a Restricted Subsidiary, or otherwise acquired any company, any business or any group of assets constituting an operating unit of a business, including any such Investment
or acquisition occurring in connection with a transaction causing a calculation to be made hereunder, or designated any Unrestricted Subsidiary as a Restricted Subsidiary (any such Investment, acquisition or designation, a
“Purchase”), Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any related Indebtedness) as if such Purchase occurred on the
first day of such period, and 
 (5) if, since the beginning of such period, any Person became a Restricted Subsidiary or was
merged or consolidated with or into the U.S. Borrower or any Restricted Subsidiary, and since the beginning of such period such Person shall have Discharged any Indebtedness or made any Sale or Purchase that would have required an adjustment
pursuant to clause (2), (3) or (4) above if made by the U.S. Borrower or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro
forma effect thereto as if such Discharge, Sale or Purchase occurred on the first day of such period; 
 provided that (in the event that the U.S.
Borrower shall classify Indebtedness Incurred on the date of determination as Incurred in part under Section 9.1(a) and in part under Section 9.1(b), as provided in
Section 9.1(c)(iii)) any such pro forma calculation of Consolidated Interest Expense shall not give effect to any such Incurrence of Indebtedness 

  
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on the date of determination pursuant to Section 9.1(b) (other than, if the U.S. Borrower at its option has elected to disregard Indebtedness being Incurred on the date
of determination in part under Section 9.1(a) for purposes of calculating the Consolidated Total Leverage Ratio for Incurring Indebtedness on the date of determination in part under
Section 9.1(b)(x), Section 9.1(b)(x)) or to any Discharge of Indebtedness from the proceeds of any such Incurrence pursuant to such Section 9.1(b) (other than
Section 9.1(b)(x), if the Incurrence of Indebtedness under Section 9.1(b)(x) is being given effect to in the calculation of the Consolidated Coverage Ratio). 

For purposes of this definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income
or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred or repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged in connection therewith, the pro forma
calculations in respect thereof (including in respect of anticipated cost savings or synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by the Chief Financial Officer or a Responsible Officer of
the U.S. Borrower; provided that with respect to cost savings or synergies relating to any Sale, Purchase or other transaction, the related actions are expected by the U.S. Borrower to be taken no later than 18 months after the date of
determination. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable
rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of the U.S. Borrower or a Restricted Subsidiary, a rate of interest based on a prime or similar
rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the U.S. Borrower or
such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of
such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible financial or accounting officer of the U.S. Borrower to be the rate of
interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 
 “Consolidated EBITDA” shall mean, for
any period, the Consolidated Net Income for such period, plus (x) the following to the extent deducted in calculating such Consolidated Net Income, without duplication: (i) provision for all taxes (whether or not paid, estimated or
accrued) based on income, profits, revenue or capital, including federal, foreign, state, provincial, territorial, local, unitary, excise, property, franchise, value added and similar taxes (such as Delaware franchise tax, Pennsylvania capital tax,
and provincial capital taxes paid in Canada) and 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) and similar taxes of such Person paid or accrued during such period (including in respect of repatriated funds), any distributions made to a Parent Entity with respect to the foregoing and the net tax expense associated with any
adjustments made pursuant to the definition of “Consolidated Net Income” in each case, to the extent deducted (and not added back) in computing Consolidated Net Income, (ii) Consolidated Interest Expense, all items excluded
from the definition of Consolidated Interest Expense pursuant to clause (iii) thereof (other than Special Purpose Financing Expense), any Special Purpose Financing Fees, and to the extent not reflected in Consolidated Interest Expense, costs of
surety bonds in connection with financing activities, (iii) depreciation, (iv) amortization (including but not limited to amortization of goodwill and intangibles and amortization and write-off of
financing costs), (v) any non-cash charges, write-downs, expenses, losses or items (provided that if any such non-cash charge, write-down, expense, loss or item
represents an accrual or reserve for potential cash items in any future period, the U.S. Borrower may elect not to add back such non-cash charge, expense or loss in the current period) or other items
classified by the U.S. Borrower as special items less other non-cash items of income increasing Consolidated Net Income (excluding any amortization of a prepaid cash item that was paid in a prior period or
such non-cash item of income to the extent it represents a receipt of cash in any future period), (vi) any expenses or charges related to any equity offering, Permitted Payment, Investment or Indebtedness
permitted by this Agreement (whether or not consummated or incurred, and including any offering or sale of Capital Stock to the extent the proceeds thereof were intended to be contributed to the equity capital of the U.S. Borrower or its Restricted
Subsidiaries), (vii) the amount of any loss attributable to any minority or non-controlling interests, (viii) all deferred financing costs written off and premiums paid in connection with any early
extinguishment of Hedging Obligations or other derivative instruments, (ix) any management, monitoring, consulting and advisory fees and related expenses paid in accordance with Section 9.5, (x) interest and investment
income, (xi) the amount of loss on any Financing Disposition, and (xii) any costs or expenses pursuant to any management or 

  
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employee stock option or other equity-related plan, program or arrangement, or other benefit plan, program or arrangement, or any equity subscription or equityholder agreement, to the extent
funded with cash proceeds contributed to the capital of the U.S. Borrower or an issuance of Capital Stock of the U.S. Borrower (other than Disqualified Stock) (xiii) [reserved], and (xiv) with respect to any joint venture, an
amount equal to the proportion of those items described in clauses (i), (iii) and (iv) above relating to such joint venture corresponding to the U.S. Borrower and its Restricted Subsidiaries’ proportionate share of such joint
venture’s Consolidated Net Income (determined as if such joint venture were a Restricted Subsidiary) to the extent deducted (and not added back) in computing Consolidated Net Income, plus (y) the amount of net cost savings,
operating expense reductions, other operating improvements and initiatives and cost synergies projected by the U.S. Borrower in good faith to be realized as the result of actions taken or to be taken on or prior to the date that is 18 months after
the Closing Date, or 18 months after the consummation of any operational change, respectively (calculated on a pro forma basis as though such cost savings, reductions, improvements, initiatives and cost synergies had been realized on the first day
of such period), net of the amount of actual benefits realized during such period from such actions (which adjustments may be incremental to pro forma adjustments made pursuant to the proviso to the definition of “Consolidated Coverage
Ratio,” “Consolidated Secured Leverage Ratio” or “Consolidated Total Leverage Ratio”); provided that, solely for purposes of the Consolidated Fixed Charge Coverage Ratio, the amount of any increase to Consolidated
EBITDA for any period pursuant to this clause (y) for any period shall not exceed 25% of Consolidated EBITDA for such period prior to giving effect to such increase pursuant to this clause (y). 

“Consolidated Fixed Charge Coverage Ratio” shall mean, for any Test Period, the ratio of (i) Consolidated EBITDA for
such Test Period minus Capital Expenditures of the U.S. Borrower and the Restricted Subsidiaries paid in cash during such Test Period except to the extent such Capital Expenditures were made with the proceeds of Indebtedness (other than any
Loans) or through equity investments received by the U.S. Borrower minus the aggregate amount of income taxes of the U.S. Borrower and the Restricted Subsidiaries paid in cash during such Test Period to (ii) Consolidated Fixed Charges
for such Test Period. 
 “Consolidated Fixed Charges” shall mean, for any period, without duplication, the sum of
(A) all scheduled payments of principal on Indebtedness (other than (i) refinancings or repayments made with additional Indebtedness (other than proceeds of Loans), (ii) payments of Obligations under this Agreement, (iii) payments and
prepayments under other revolving credit facilities that do not constitute permanent payments under any such facility, whether upon termination of such facility or otherwise, and do not result in a permanent reduction in any revolving credit
commitment under any such facility and (iv) payments of intercompany Indebtedness), (B) the Consolidated Interest Expense for such period to the extent payable in cash and (C) cash dividends paid by the U.S. Borrower with respect to its
Capital Stock for such period (other than cash dividends made with the proceeds of additional Indebtedness (other than proceeds of Loans)). 

“Consolidated Interest Expense” shall mean, for any period, (i) the total interest expense of the U.S. Borrower and its
Restricted Subsidiaries to the extent deducted in calculating Consolidated Net Income, net of any interest income of the U.S. Borrower and its Restricted Subsidiaries, including any such interest expense consisting of (A) interest expense
attributable to Capitalized Lease Obligations (excluding for the avoidance of doubt, any lease, rental or other expense in connection with a lease that is not a Capitalized Lease Obligation), (B) amortization of debt discount, (C) interest in
respect of Indebtedness of any other Person that has been Guaranteed by the U.S. Borrower or any Restricted Subsidiary, but only to the extent that such interest is actually paid by the U.S. Borrower or any Restricted Subsidiary, (D) non-cash interest expense, (E) the interest portion of any deferred payment obligation, and (F) commissions, discounts and other fees and charges owed with respect to letters of credit and
bankers’ acceptance financing, plus (ii) Preferred Stock dividends paid in cash in respect of Disqualified Stock of the U.S. Borrower held by Persons other than the U.S. Borrower or a Restricted Subsidiary minus (iii) to
the extent otherwise included in such interest expense referred to in clause (i) above, Special Purpose Financing Expense, accretion or accrual of discounted liabilities not constituting Indebtedness, expense resulting from discounting of
Indebtedness in conjunction with recapitalization or purchase accounting, and any “additional interest” in respect of registration rights arrangements for any securities, amortization or write-off of
financing costs, and any expensing of bridge, commitment or other financing fees, in each case under clauses (i) through (iii) above as determined on a Consolidated basis in accordance with GAAP; provided that gross interest expense
shall be determined after giving effect to any net payments made or received by the U.S. Borrower and its Restricted Subsidiaries with respect to Interest Rate Agreements. 

  
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 “Consolidated Net Income” shall mean, for any period, the net income (loss)
of the U.S. Borrower and its Restricted Subsidiaries, determined on a Consolidated basis in accordance with GAAP and before any reduction in respect of Preferred Stock dividends; provided that, without duplication, there shall not be included
in such Consolidated Net Income: 
 (i) any net income (loss) of any Unrestricted Subsidiary, 

(ii) any net income (loss) of any Restricted Subsidiary that is not a Loan Party if such Restricted Subsidiary is subject to
restrictions, directly or indirectly, on the payment of dividends or the making of similar distributions by such Restricted Subsidiary, directly or indirectly, to the U.S. Borrower by operation of the terms of such Restricted Subsidiary’s
charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its stockholders (other than (x) restrictions that have been waived or otherwise released,
(y) restrictions pursuant to this Agreement or the other Loan Documents, and (z) restrictions in effect on the Closing Date with respect to a Restricted Subsidiary and other restrictions with respect to such Restricted Subsidiary that
taken as a whole are not materially less favorable to the Lenders than such restrictions in effect on the Closing Date as determined by the U.S. Borrower in good faith), except that (A) the U.S. Borrower’s equity in the net income of any
such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of any dividend or distribution that was or that could have been made by such Restricted Subsidiary during such period to the
U.S. Borrower or another Restricted Subsidiary (subject, in the case of a dividend that could have been made to another Restricted Subsidiary, to the limitation contained in this clause (ii)) and (B) the net loss of such Restricted Subsidiary
shall be included to the extent of the aggregate Investment of the U.S. Borrower or any of its other Restricted Subsidiaries in such Restricted Subsidiary, 

(iii) (x) any gain or loss realized upon the sale, abandonment or other disposition of any asset of the U.S. Borrower or
any Restricted Subsidiary (including pursuant to any sale/leaseback transaction) that is not sold, abandoned or otherwise disposed of in the ordinary course of business (as determined in good faith by the Board of Directors) and (y) any gain or
loss realized upon the disposal, abandonment or discontinuation of operations of the U.S. Borrower or any Restricted Subsidiary, 

(iv) any extraordinary, unusual or nonrecurring gain, loss or charge (including fees, expenses and charges (or any amortization
thereof) associated with the Transactions or any acquisition, merger or consolidation, whether or not completed, after the date hereof or any accounting change), any severance, relocation, consolidation, closing, integration, facilities opening,
business optimization, transition or restructuring costs, charges or expenses, any signing, retention or completion bonuses, and any costs associated with curtailments or modifications to pension and post-retirement employee benefit plans, 

(v) the cumulative effect of a change in accounting principles, 

(vi) all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness or
Hedging Obligations or other derivative instruments, 
 (vii) any unrealized gains or losses in respect of Hedge Agreements,

 (viii) any unrealized foreign currency translation gains or losses, including in respect of Indebtedness of any Person
denominated in a currency other than the functional currency of such Person, 
 (ix) any
non-cash compensation charge arising from any grant of limited liability company interests, stock, stock options or other equity based awards, 

(x) to the extent otherwise included in Consolidated Net Income, any unrealized foreign currency translation gains or losses,
including in respect of Indebtedness or other obligations of the U.S. Borrower or any Restricted Subsidiary owing to the U.S. Borrower or any Restricted Subsidiary, 

  
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 (xi) any non-cash charge, expense or
other impact attributable to application of the purchase or recapitalization method of accounting (including the total amount of depreciation and amortization, cost of sales or other non-cash expense resulting
from the write-up of assets to the extent resulting from such purchase or recapitalization accounting adjustments), non-cash charges for deferred tax valuation
allowances and non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP, 

(xii) expenses related to the conversion of various employee benefit programs in connection with the IPO and non-cash compensation related expenses, and 
 (xiii) to the extent covered by insurance
and actually reimbursed (or the U.S. Borrower has determined that there exists reasonable evidence that such amount will be reimbursed by the insurer and such amount is not denied by the applicable insurer in writing within 180 days and is
reimbursed within 365 days of the date of such evidence (with a deduction in any future calculation of Consolidated Net Income for any amount so added back to the extent not so reimbursed within such 365-day
period)), any expenses with respect to liability or casualty events or business interruption, 
 provided, further, that the exclusion of any
item pursuant to the foregoing clauses (i) through (xiii) shall also exclude the tax impact of any such item, if applicable. 
 In the
case of any unusual or nonrecurring gain, loss or charge not included in Consolidated Net Income pursuant to clause (iv) above in any determination thereof, the U.S. Borrower will deliver a certificate of a Responsible Officer to the U.S.
Administrative Agent promptly after the date on which Consolidated Net Income is so determined, setting forth the nature and amount of such unusual or nonrecurring gain, loss or charge. 

“Consolidated Secured Indebtedness” shall mean, as of any date of determination, (i) an amount equal to the Consolidated
Total Indebtedness (without regard to clause (ii) of the definition thereof) as of such date that in each case is then secured by Liens on property or assets of the U.S. Borrower and its Restricted Subsidiaries (other than property or assets
held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby), minus (ii) the sum of (A) the amount of such Indebtedness consisting of Indebtedness of a type referred to in, or Incurred
pursuant to, Section 9.1(b)(ix) and (B) Unrestricted Cash of the U.S. Borrower and its Restricted Subsidiaries. 

“Consolidated Secured Leverage Ratio” shall mean, as of any date of determination, the ratio of (i) Consolidated Secured
Indebtedness as at such date (after giving effect to any Incurrence or Discharge of Indebtedness on such date) to (ii) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior
to the date of such determination for which consolidated financial statements of the U.S. Borrower are available, provided that: 

(1) if, since the beginning of such period, the U.S. Borrower or any Restricted Subsidiary shall have made a Sale, the
Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA
(if negative) attributable thereto for such period; 
 (2) if, since the beginning of such period, the U.S. Borrower or any
Restricted Subsidiary (by merger, consolidation or otherwise) shall have made a Purchase (including any Purchase occurring in connection with a transaction causing a calculation to be made hereunder), Consolidated EBITDA for such period shall be
calculated after giving pro forma effect thereto as if such Purchase occurred on the first day of such period; and 
 (3) if,
since the beginning of such period, any Person became a Restricted Subsidiary or was merged or consolidated with or into the U.S. Borrower or any Restricted Subsidiary, and since the beginning of such period such Person shall have made any Sale or
Purchase that would have required an adjustment pursuant to clause (1) or (2) above if made by the U.S. Borrower or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA for such period shall be calculated after giving
pro forma effect thereto as if such Sale or Purchase occurred on the first day of such period; 

  
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 provided that, in the event that the U.S. Borrower shall classify Indebtedness Incurred on the date
of determination as secured in part pursuant to clause (k)(1) of the “Permitted Liens” definition in respect of Indebtedness Incurred pursuant to Section 9.1(b)(i)(II) and clause (ii) of the definition of
Maximum Incremental Facilities Amount in the Cash Flow Credit Agreement as in effect on the Closing Date and in part pursuant to one or more other clauses of the definition of Permitted Liens, as provided in clause (y) of the final paragraph of
such definition, any calculation of the Consolidated Secured Leverage Ratio, including in the definition of “Maximum Incremental Facilities Amount,” shall not include any such Indebtedness (and shall not give effect to any Discharge of
Indebtedness from the proceeds thereof) to the extent secured pursuant to any such other clause of such definition. 
 For purposes of this
definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto, the pro forma calculations in respect thereof (including in respect of anticipated cost savings or
synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by the Chief Financial Officer or another Responsible Officer of the U.S. Borrower; provided that with respect to cost savings or
synergies relating to any Sale, Purchase or other transaction, the related actions are expected by the U.S. Borrower to be taken no later than 18 months after the date of determination. 

“Consolidated Total Assets” shall mean, as of any date of determination, the total assets, in each case reflected on the
consolidated balance sheet of the U.S. Borrower as at the end of the most recently ended fiscal quarter of the U.S. Borrower for which a balance sheet is available, determined on a Consolidated basis in accordance with GAAP (and, in the case of any
determination relating to any Incurrence of Indebtedness or Liens or any Investment, on a pro forma basis including any property or assets being acquired in connection therewith). 

“Consolidated Total Indebtedness” shall mean, as of any date of determination, an amount equal to (i) the aggregate
principal amount of outstanding Indebtedness of the U.S. Borrower and its Restricted Subsidiaries as of such date consisting of (without duplication) Indebtedness for borrowed money (including Purchase Money Obligations and unreimbursed outstanding
drawn amounts in respect of funded letters of credit); Capitalized Lease Obligations; debt obligations evidenced by bonds, debentures, notes or similar instruments (but excluding surety bonds, performance bonds or similar instruments); Disqualified
Stock; and (in the case of any Restricted Subsidiary that is not a Loan Party) Preferred Stock, determined on a Consolidated basis in accordance with GAAP (excluding items eliminated in Consolidation, and for the avoidance of doubt, excluding
Hedging Obligations) minus (ii) the sum of (A) the amount of such Indebtedness consisting of Indebtedness of a type referred to in, or Incurred pursuant to, Section 9.1(b)(ix) and
(B) Unrestricted Cash of the U.S. Borrower and its Restricted Subsidiaries. 
 “Consolidated Total Leverage
Ratio” shall mean, as of any date of determination, the ratio of (i) Consolidated Total Indebtedness as at such date (after giving effect to any Incurrence or Discharge of Indebtedness on such date) to (ii) the aggregate amount of
Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of the U.S. Borrower are available, provided that: 

(1) if, since the beginning of such period, the U.S. Borrower or any Restricted Subsidiary shall have made a Sale, the
Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA
(if negative) attributable thereto for such period; 
 (2) if, since the beginning of such period, the U.S. Borrower or any
Restricted Subsidiary (by merger, consolidation or otherwise) shall have made a Purchase (including any Purchase occurring in connection with a transaction causing a calculation to be made hereunder), Consolidated EBITDA for such period shall be
calculated after giving pro forma effect thereto as if such Purchase occurred on the first day of such period; and 

  
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 (3) if, since the beginning of such period, any Person became a Restricted
Subsidiary or was merged or consolidated with or into the U.S. Borrower or any Restricted Subsidiary, and since the beginning of such period such Person shall have made any Sale or Purchase that would have required an adjustment pursuant to clause
(1) or (2) above if made by the U.S. Borrower or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Sale or Purchase occurred on
the first day of such period; 
 provided that, for purposes of the foregoing calculation, in the event that the U.S. Borrower shall classify
Indebtedness Incurred on the date of determination as Incurred in part pursuant to Section 9.1(b)(x) (other than by reason of subclause (2) of the proviso to such clause (x)) and in part pursuant to one or more other
clauses of Section 9.1(b) and/or (unless the U.S. Borrower at its option has elected to disregard Indebtedness being Incurred on the date of determination in part pursuant to subclause (2) of the proviso to
Section 9.1(b)(x) for purposes of calculating the Consolidated Coverage Ratio for Incurring Indebtedness on the date of determination in part under Section 9.1(a)) pursuant to
Section 9.1(a) (as provided in Sections 9.1(c)(ii) and (iii)), Consolidated Total Indebtedness shall not include any such Indebtedness Incurred pursuant to one or more such other clauses of
Section 9.1(b) and/or pursuant to Section 9.1(a), and shall not give effect to any Discharge of any Indebtedness from the proceeds of any such Indebtedness being disregarded for purposes of the
calculation of the Consolidated Total Leverage Ratio that otherwise would be included in Consolidated Total Indebtedness. 
 For purposes of
this definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto, the pro forma calculations in respect thereof (including in respect of anticipated cost
savings or synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by the Chief Financial Officer or another Responsible Officer of the U.S. Borrower; provided that with respect to cost savings
or synergies relating to any Sale, Purchase or other transaction, the related actions are expected by the U.S. Borrower to be taken no later than 18 months after the date of determination. 

“Consolidation” shall mean the consolidation of the accounts of each of the Restricted Subsidiaries with those of the U.S.
Borrower in accordance with GAAP; provided that “Consolidation” will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the U.S. Borrower or any Restricted Subsidiary in any Unrestricted
Subsidiary will be accounted for as an investment. The term “Consolidated” has a correlative meaning. 

“Contractual Obligation” shall mean, as to any Person, any provision of any material security issued by such Person or of any
material agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. 

“Contribution Amounts” shall mean the aggregate amount of capital contributions applied by the U.S. Borrower to permit the
Incurrence of Contribution Indebtedness pursuant to Section 9.1(b)(xi). 
 “Contribution Notice”
shall mean a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Act 2004 (U.K.). 

“Contribution Indebtedness” shall mean Indebtedness of the U.S. Borrower or any Restricted Subsidiary in an aggregate
principal amount not greater than twice the aggregate amount of cash contributions (other than Specified Equity Contributions, Excluded Contributions, the proceeds from the issuance of Disqualified Stock or contributions by the U.S. Borrower or any
Restricted Subsidiary) made to the capital of the U.S. Borrower or such Restricted Subsidiary after the Closing Date (whether through the issuance or sale of Capital Stock or otherwise); provided that such Contribution Indebtedness
(a) is Incurred within 180 days after the receipt of the related cash contribution and (b) is so designated as Contribution Indebtedness pursuant to a certificate of a Responsible Officer of the U.S. Borrower on or promptly following the
date of Incurrence thereof. 
 “Corresponding Obligations” shall mean all Secured Obligations as they may exist from time
to time, other than the Parallel Debts. 

  
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 “Covenant Compliance Event” shall mean the Combined Testing Availability at
any time is less than or equal to 10.0% of the Combined Line Cap. For purposes hereof, the occurrence of a Covenant Compliance Event shall be deemed continuing until the Combined Testing Availability has exceeded 10.0% of the Combined Line Cap for
20 consecutive days, in which case a Covenant Compliance Event shall no longer be deemed to be continuing for purposes of this Agreement. 

“Covered Entity” shall have the meaning provided in Section 12.26(b). 

“Covered Party” shall have the meaning provided in Section 12.26(a). 

“Credit Event” shall mean and include the making (but not the conversion or continuation) of a Term Loan, Revolving Loan,
Agent Advance or Swingline Loan or the issuance of a Letter of Credit. For the avoidance of doubt “Credit Event” does not include participation payments or advances, sold or made (as applicable) pursuant to
Section 2.5(f)(iii). 
 “CRR” shall mean either CRR-EU
or, as the context may require, CRR-UK. 

“CRR-EU” shall mean regulation 575/2013 of the European Union on prudential
requirements for credit institutions and investment firms and regulation 2019/876 of the European Union amending Regulation (EU) No 575/2013 and all delegated and implementing regulations supplementing that regulation. 

“CRR-UK” shall mean CRR-EU as amended and
transposed into the laws of the United Kingdom by the European Union (Withdrawal) Act 2018 (U.K.) and the European Union (Withdrawal Agreement) Act 2020 (U.K.) and as amended by the Capital Requirements (Amendment) (EU Exit) Regulations 2019 (U.K.).

 “Currency Agreement” shall mean, in respect of a Person, any foreign exchange contract, currency swap agreement or other
similar agreement or arrangements (including derivative agreements or arrangements), as to which such Person is a party or a beneficiary. 

“Daily Simple SOFR” with respect to any applicable determination date, shall mean the SOFR published on such date on the
website of the Federal Reserve Bank of New York’s website at http://www.newyorkfed.org, or any successor source. 
 “Day 1
Security Principles” shall mean with respect of any European Borrower such scope of security and/or perfection steps contemplated under, as applicable, the Dutch Security Documents, the Belgian Security Documents, the UK Security Documents,
the Spanish Security Documents, the Irish Security Documents, in each case executed in connection with the establishment of the European Revolving facility as supplemented or modified pursuant to a written agreement between the applicable European
Borrower and the Collateral Agent. 
 “Debt Maturity Reserve” shall mean a Reserve equal to the aggregate principal amount
of the Senior Notes to the extent outstanding 60 days prior to the stated maturity thereof. 
 “Default” shall mean any
event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default. 
 “Default Rate”
shall have the meaning provided in Section 2.6(c). 
 “Default Right” shall have the meaning
provided in Section 12.26(b). 
 “Defaulting Lender” shall mean any Lender or Agent whose acts or
failure to act, whether directly or indirectly, cause it to meet any part of the definition of “Lender Default.” 

“Deposit Account” shall mean any deposit account (as such term is defined in Article 9 of the UCC) and includes a bank
account with a deposit function. 

  
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 “Designated Account Debtor” shall mean each Account Debtor designated in
writing by the U.S. Borrower to the U.S. Administrative Agent as a “Designated Account Debtor” (provided that, if such Account Debtor had any Eligible Accounts that were included in the calculation of any Borrowing Base in the most
recent Borrowing Base Certificate delivered to the U.S. Administrative Agent, such designation shall only be allowed to the extent the Borrowers have provided an updated Borrowing Base Certificate to the U.S. Administrative Agent prepared as of the
date of such most recently delivered Borrowing Base Certificate but giving effect to the exclusion of all Accounts of such Designated Account Debtor from Eligible Accounts and demonstrating that after giving effect to such designation no prepayment
of Loans or cash collateralization of Letters of Credit would be required pursuant to Section 4.3(a)); provided that upon written notice to the U.S. Administrative Agent, the U.S. Borrower may designate an Account
Debtor that was previously designated as a Designated Account Debtor as no longer being a Designated Account Debtor so long as no Accounts of such Account Debtor have been transferred pursuant to clause (xix) of the definition of “Asset
Disposition” within the previous 120 days (or 210 days, with respect to any Account Debtor who has Accounts arising from transactions with the Canadian Borrower’s agricultural division) prior to such date of designation. 

“Designated Noncash Consideration” shall mean the Fair Market Value of noncash consideration received by the U.S. Borrower or
one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to a certificate of a Responsible Officer of the U.S. Borrower, setting forth the basis of such valuation.

 “Designated Obligations” shall mean all obligations of the Borrowers with respect to (a) principal of and interest
on the Loans (other than Term Loans), (b) all unreimbursed drawings under Letters of Credit and (c) accrued and unpaid fees under the Loan Documents. 

“Designated Preferred Stock” shall mean Preferred Stock of the U.S. Borrower (other than Disqualified Stock) or any Parent
Entity that is issued after the Closing Date for cash (other than to the U.S. Borrower or a Restricted Subsidiary) and is so designated as Designated Preferred Stock under this Agreement and the Cash Flow Credit Agreement, pursuant to a certificate
of a Responsible Officer of the U.S. Borrower. 
 “Direction” shall have the meaning provided in paragraph (f) of the
definition of “Excluded Taxes”. 
 “Discharge” shall have the meaning provided in clause (2) of the
definition of “Consolidated Coverage Ratio.” 
 “Disinterested Directors” shall mean, with respect to any
Affiliate Transaction, one or more members of the Board of Directors of the U.S. Borrower, or one or more members of the Board of Directors of a Parent Entity, having no material direct or indirect financial interest in or with respect to such
Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding Capital Stock of the U.S. Borrower or any Parent Entity or any options, warrants or other
rights in respect of such Capital Stock or by reason of such member receiving any compensation from the U.S. Borrower or any Parent Entity, as applicable, on whose Board of Directors such member serves in respect of such member’s role as
director. 
 “disposition” shall have the meaning provided in the definition of the term “Asset Disposition” in
this Section 1.1. 
 “Disqualified Stock” shall mean, with respect to any Person, any Capital
Stock (other than Management Stock) that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event (other than following the occurrence of a Change
of Control or other similar event described under such terms as a “change of control” or an Asset Disposition or other disposition) (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise,
(ii) is convertible or exchangeable for Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the holder thereof (other than following the occurrence of a Change of Control or other similar event described under such
terms as a “change of control” or an Asset Disposition or other disposition), in whole or in part, in each case on or prior to the Cash Flow Maturity Date; provided that Capital Stock issued to any employee benefit plan, or by any
such plan to any employees of the U.S. Borrower or any Subsidiary, shall not constitute Disqualified Stock solely because it may be required to be repurchased or otherwise acquired or retired in order to satisfy applicable statutory or regulatory
obligations. 

  
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 “Dividing Person” has the meaning assigned to it in the definition of
“Division.” 
 “Division” shall mean the division of the assets, liabilities and/or obligations of a Person (the
“Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not
survive. 
 “Division Successor” shall mean any Person that, upon the consummation of a Division of a Dividing Person,
holds all or any portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations
after a Division shall be deemed a Division Successor upon the occurrence of such Division. 
 “Dollar Equivalent” shall
mean, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if such amount is expressed in an Alternative Currency, the equivalent of such amount in Dollars determined by using
the rate of exchange for the purchase of Dollars with the Alternative Currency last provided (either by publication or otherwise provided to the Administrative Agent or any Letter of Credit Issuer, as applicable) by the applicable Bloomberg source
(or such other publicly available source for displaying exchange rates) on date that is two (2) Business Days immediately preceding the date of determination (or if such service ceases to be available or ceases to provide such rate of exchange,
the equivalent of such amount in Dollars as determined by the Administrative Agent or any Letter of Credit Issuer, as applicable using any method of determination it deems appropriate in its sole discretion) and (c) if such amount is
denominated in any other currency, the equivalent of such amount in Dollars as determined by the Administrative Agent or any Letter of Credit Issuer, as applicable, using any method of determination it deems appropriate in its sole discretion. Any
determination by the Administrative Agent or any Letter of Credit Issuer pursuant to clauses (b) or (c) above shall be conclusive absent manifest error. 

“Dollars” and “$” shall mean dollars in lawful currency of the United States of America. 

“Domestic Subsidiary” shall mean any Restricted Subsidiary of the U.S. Borrower other than a Foreign Subsidiary. 

“Dutch Loan Party” shall mean any Loan Party organized under the laws of the Netherlands. 

“Dutch Omnibus Pledge” shall mean the Dutch law governed deed of pledge over bank accounts, inventory and certain receivables
entered into after the Second Restatement Effective Date between the European Parent Borrower and Univar Solutions B.V. as pledgors and the Collateral Agent as pledgee. 

“Dutch Security Agreement” shall mean the Dutch law governed deed of pledge entered into on November 22, 2019 between
the European Parent Borrower as pledgor and Bank of America, N.A. in its capacity as collateral agent for the Secured Parties (as defined in Amendment No. 1) and in its capacity as collateral agent for the “Secured Parties” (as
defined in the term loan credit agreement dated as of July 1, 2015 among, amongst others, Univar Solutions, USA Inc. and Bank of America, N.A. as Administrative Agent and Collateral Agent) as pledgees. 

“Dutch Security Documents” shall mean (a) the Dutch Omnibus Pledge, (b) the Dutch Security Agreement, (c) the
Dutch Share Pledges and (d) any other document or instrument entered into after the Second Restatement Effective Date granting or confirming (or purporting to grant or confirm) Liens by a Loan Party securing the Obligations that is governed by
the laws of the Netherlands, in each case in form and substance satisfactory to the Collateral Agent and entered into pursuant to the terms of this Agreement or any other Loan Document. 

“Dutch Share Pledges” shall mean: 

  
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 (i) the Dutch law governed notarial deed of pledge over the shares in the
capital of the European Parent Borrower entered into on November 22, 2019 between the European Parent Borrower as pledgor, Bank of America, N.A. as pledgee and Chempoint.com EMEA B.V. as company; 

(iii) the Dutch law governed notarial deed of pledge over the shares in the capital of the European Parent Borrower entered
into on November 22, 2019 between the European Parent Borrower as pledgor, Bank of America, N.A. as pledgee and the Univar Solutions Netherlands B.V. as company; and 

(iv) the Dutch law governed notarial deed of pledge over the shares in the capital of the European Parent Borrower entered into
on November 22, 2019 between the European Parent Borrower as pledgor, Bank of America, N.A. as pledgee and the Univar Solutions B.V. as company. 

“EEA Financial Institution” shall mean (a) any credit institution or investment firm established in any
EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any
financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. 

“EEA Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway. 

“EEA Resolution Authority” shall mean any public administrative authority or any person entrusted with public administrative
authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“Electronic Copy” shall have the meaning specified in Section 12.6(g). 

“Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15
USC §7006, as it may be amended from time to time. 
 “Eligible Accounts” shall mean, with respect to any U.S. Loan
Party, Canadian Loan Party or European Borrower, the Accounts created and owned by such U.S. Loan Party, Canadian Loan Party or European Borrower and arising in the ordinary course of such U.S. Loan Party’s, Canadian Loan Party’s or
European Borrower’s business from the sale of goods by such U.S. Loan Party, Canadian Loan Party or European Borrower, and which the applicable Administrative Agent in the exercise of its reasonable, good faith credit judgment determines to be
Eligible Accounts; provided that neither Administrative Agent shall establish any criteria for excluding Accounts from Eligible Accounts other than those set forth below unless (i) such Administrative Agent shall have given the U.S.
Borrower or the European Parent Borrower (as applicable) at least five Business Days’ prior notice of such Administrative Agent’s intention to establish such criteria including an explanation as to the reasons that such Administrative
Agent has determined in its reasonable, good faith credit judgment that such criteria are appropriate and (ii) to the extent the U.S. Borrower or the European Parent Borrower (as applicable) shall have objected to the addition of such criteria
within five Business Days of receiving such notice, such Administrative Agent shall have taken into consideration the U.S. Borrower’s or the European Parent Borrower (as applicable) basis of objection and shall have negotiated in good faith
with the U.S. Borrower or the European Parent Borrower (as applicable) for a period of five Business Days in order to reach a mutually satisfactory resolution with respect to such additional criteria (it being understood that nothing in the
foregoing shall prohibit either Administrative Agent from establishing additional criteria for excluding Accounts from Eligible Accounts without the consent of the U.S. Borrower or the European Parent Borrower (as applicable) if, following such
Administrative Agent’s compliance with the procedures set forth above, such Administrative Agent shall have determined in its reasonable, good faith credit judgment that such criteria are appropriate). Without limiting the discretion of the
Administrative Agents to establish other criteria of ineligibility in their reasonable good faith credit judgment in accordance with the foregoing, unless otherwise approved by the Administrative Agents in their discretion, Eligible Accounts shall
not include any Account: 

  
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 (a) with respect to which more than 120 days (or 210 days, with respect to
Accounts of the Canadian Borrower arising from its agricultural division) have elapsed since the date of the original invoice therefor or which is more than 60 days past due from the due date of the original invoice; 

(b) with respect to which any of the representations, warranties, covenants, and agreements contained in this Agreement, any
Security Document or any other Loan Document are incorrect in any material respect or have been breached and remain uncured; 

(c) with respect to which Account (or any other Account due from such Account Debtor), in whole or in part, a check, promissory
note, draft, trade acceptance or other instrument for the payment of money has been received, presented for payment and returned uncollected for any reason, unless and until such uncollected payment has been made and the Administrative Agents have
consented to the inclusion of such Account as eligible; 
 (d) which represents a Progress Billing; 

(e) with respect to which any one or more of the following events has occurred to the Account Debtor on such Account: death or
judicial declaration of incompetency of an Account Debtor who is an individual; the filing by or against the Account Debtor of a request, proposal, notice of intent to file a proposal, or petition for liquidation, reorganization, arrangement,
adjustment of debts, adjudication as a bankrupt, winding-up, administration or other relief under the bankruptcy, insolvency, or similar laws of the United States or Canada, any state, province or territory
thereof, or any other foreign jurisdiction, now or hereafter in effect; the making of any general assignment by the Account Debtor for the benefit of creditors; the appointment of a receiver, interim receiver, monitor, custodian, sequestrator,
administrator, monitor or trustee for the Account Debtor or for any of the assets of the Account Debtor, including the appointment of or taking possession by a “custodian,” as defined in the Bankruptcy Code; the institution by or against
the Account Debtor of any other type of insolvency proceeding (under the bankruptcy laws of the United States, Canada (including the BIA and CCAA) or otherwise) or of any formal or informal proceeding for the dissolution or liquidation of,
settlement of claims against, or winding up of affairs of, the Account Debtor; the sale, assignment, or transfer of all or substantially all of the assets of the Account Debtor; the nonpayment generally by the Account Debtor of its debts as they
become due; or the cessation of the business of the Account Debtor as a going concern; 
 (f) if fifty percent (50%) or more
of the aggregate amount of outstanding Accounts owed at such time by the Account Debtor thereon is classified as ineligible under clause (a) above; 

(g) owed by an Account Debtor which: (i) in the case of any Account Debtor of a U.S. Loan Party, does not maintain its
chief executive office in the United States of America or, in the case of any Account Debtor of a Canadian Loan Party, Canada or (ii) in the case of any Account Debtor of a U.S. Loan Party or Canadian Loan Party, is not organized under the laws
of the United States of America or Canada or any state or province thereof or (iii) in the case of any Account Debtor of a European Borrower, is not formed or incorporated under the applicable law of an Eligible European Jurisdiction or
(iv) is the government of any country or sovereign state (other than the United States of America or Canada or any state, province, municipality or other political subdivision thereof), or of any state, province, municipality, or other
political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof; except, in the cases of clauses (i) and (ii), to the extent that such Account is secured or payable by a letter of credit
satisfactory to the applicable Administrative Agent in its reasonable credit judgment; 
 (h) owed by an Account Debtor which
is an Affiliate or officer, director or employee of a U.S. Loan Party, Canadian Loan Party or European Borrower or owed by an Account Debtor which is a Designated Account Debtor; 

(i) owed by an Account Debtor to which a U.S. Loan Party, Canadian Loan Party, European Borrower or any of their Subsidiaries
is indebted in any way, or which is subject to any right of setoff or recoupment by the Account Debtor, unless the Account Debtor has entered into an agreement acceptable to the applicable Administrative Agent to waive setoff rights; or if the
Account Debtor thereon has disputed liability or made any claim with respect to any other Account due from such Account Debtor; of if such Account is subject to a chargeback or a rebate that has been earned but not taken; but in each such case only
to the extent of such indebtedness, setoff, recoupment, dispute, claim, chargeback or rebate; 

  
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 (j) owed by the government of the United States of America, Canada or any
department, agency, public or crown corporation or other instrumentality thereof, unless, (i) in the case of an Account owed to a U.S. Loan Party by the government of the United States or any department, agency, public corporation or other
instrumentality thereof, the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), and any other steps necessary to perfect the U.S. Administrative Agent’s Liens therein, have been complied with to
the U.S. Administrative Agent’s satisfaction with respect to such Account or (ii) in the case of an Account owed to a Canadian Loan Party by the government of Canada, or any department, agency, public or crown corporation or other
instrumentality thereof, the FAA or any equivalent legislation and any other steps necessary to perfect the Collateral Agent’s Liens therein, have been complied with to the Canadian Administrative Agent’s satisfaction with respect to such
Account; 
 (k) which is subject to
cash-on-delivery or cash-in-advance payment terms; 

(l) which represents a sale on a bill-and-hold,
guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis; 
 (m) which is
evidenced by a promissory note or other instrument or by chattel paper unless the Collateral Agent has a perfected first priority security interest in such note, instrument or chattel paper and/or such note, instrument or chattel paper has been
delivered to the Collateral Agent accompanied by endorsements or other instruments of transfer in form and substance reasonably satisfactory to the Collateral Agent; 

(n) if the applicable Administrative Agent believes, in the exercise of its reasonable judgment, that the prospect of
collection of such Account is materially impaired or that there is a material likelihood that such Account may not be paid by reason of the Account Debtor’s financial inability to pay; 

(o) with respect to which the Account Debtor is located in any State requiring the filing of a notice of business activities
report or similar report in order to permit the applicable Loan Party to seek judicial enforcement in such State of payment of such Account, unless such Loan Party has qualified to do business in such state or has filed a notice of business
activities report or equivalent report for the then current year; 
 (p) which is not evidenced by an invoice; 

(q) with respect to an Account arising from a sale, if the Account does not represent a final sale; 

(r) owed by an Account Debtor which is obligated to the U.S. Loan Parties, Canadian Loan Parties or the European
Borrowers respecting Accounts the aggregate unpaid balance of which (together with the aggregate unpaid balance of Accounts owing by Affiliates of such Account Debtor) exceeds 7.5% of the aggregate unpaid balance of all Accounts owed to the U.S.
Loan Parties, Canadian Loan Parties or European Borrowers at such time by all of the U.S. Loan Parties, Canadian Loan Parties or European Borrowers’ Account Debtors, but only to the extent of such excess; 

(s) with respect to which the Account Debtor has made any security deposit (including container drum deposits) or other
advance payment that, in the applicable Administrative Agent’s reasonable credit judgment, adversely affects the collectability of the Account but only up to the amount of such security deposit; 

(t) with respect to which the goods giving rise to such Account have not been shipped and delivered to and accepted by the
Account Debtor or the services giving rise to such Account have not been performed by such U.S. Loan Party, Canadian Loan Party or European Borrower, and, if applicable, accepted by the Account Debtor, or the Account Debtor revokes its acceptance of
such goods or services; 

  
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 (u) that was acquired, or is an Account of a Person that was acquired, by
the U.S. Borrower or its Restricted Subsidiaries following the Closing Date outside the ordinary course of business in a transaction involving the payment of consideration by the U.S. Borrower and its Restricted Subsidiaries in excess of $50,000,000
unless the applicable Administrative Agent has had an opportunity to conduct a field examination with respect to the Accounts or Persons so acquired; 

(v) which is not subject to the Collateral Agent’s first priority Liens, which are perfected as to such Accounts, or which
are subject to any other Lien whatsoever (other than Liens under the Loan Documents and other Permitted Liens, provided that such other Permitted Liens (i) are junior in priority to the Collateral Agent’s Liens or subject to
Reserves and (ii) do not impair the ability of the Collateral Agent to realize on or obtain the full benefit of the Collateral); 

(w) which is payable in any currency other than Dollars, or with respect to Accounts of U.S. Loan Parties and Canadian Loan
Parties, Cdn. Dollars or with respect to Accounts of European Borrowers, Sterling or Euros; 
 (x) with respect to Accounts
of European Borrowers, which is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding (written or oral) that indicates or purports that any Person other than such European
Borrower has or has had an ownership interest in such goods, or which indicates any party other than such European Borrower as payee or remittance party; or 

(y) with respect to Accounts of European Borrowers, which is subject to any limitation on assignment or other restriction
(whether arising by operation of law, by agreement or otherwise) which would under the local governing law of the contract have the effect of restricting the assignment for or by way of security or the creation of security, in each case unless the
European Administrative Agent has determined that such limitation is not enforceable. 
 If any Account at any time ceases to be an Eligible
Account, the Administrative Agents may exclude such Account from the calculation of Eligible Accounts. 
 “Eligible European
Jurisdiction” shall mean, each of Austria, Belgium, Denmark, Finland, France, German, Italy, Ireland, Luxembourg, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom. 

“Eligible Inventory” shall mean, with respect to any U.S. Loan Party, Canadian Loan Party or European Borrower, the Inventory
of such U.S. Loan Party, Canadian Loan Party or European Borrower, valued at the lower of cost (on a first-in, first-out basis) or market, which the Administrative
Agents, in their reasonable, good faith credit judgment, determine to be Eligible Inventory; provided that neither Administrative Agent shall establish any criteria for excluding Inventory from Eligible Inventory other than those set forth
below unless (i) such Administrative Agent shall have given the U.S. Borrower at least five Business Days’ prior notice of such Administrative Agent’s intention to establish such criteria including an explanation as to the reasons
that such Administrative Agent has determined in its reasonable, good faith credit judgment that such criteria are appropriate and (ii) to the extent the U.S. Borrower shall have objected to the addition of such criteria within five Business
Days of receiving such notice, such Administrative Agent shall have taken into consideration the U.S. Borrower’s basis of objection and shall have negotiated in good faith with the U.S. Borrower for a period of five Business Days in order to
reach a mutually satisfactory resolution with respect to such additional criteria (it being understood that nothing in the foregoing shall prohibit either Administrative Agent from establishing additional criteria for excluding Inventory from
Eligible Inventory without the consent of the U.S. Borrower if, following such Administrative Agent’s compliance with the procedures set forth above, such Administrative Agent shall have determined in its reasonable, good faith credit judgment
that such criteria are appropriate). Without limiting the reasonable good faith credit judgment of the Administrative Agents to establish other criteria of ineligibility unless otherwise approved by the Administrative Agents in their discretion,
Eligible Inventory of a U.S. Loan Party, Canadian Loan Party or European Borrower shall not include any Inventory of such U.S. Loan Party, Canadian Loan Party or European Borrower: 

  
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 (a) that is not owned by such U.S. Loan Party, Canadian Loan Party or
European Borrower; 
 (b) that is not subject to the Collateral Agent’s first priority Liens, which are perfected as to
such Inventory under the laws of the jurisdiction where such Inventory is located, or that are subject to any other Lien whatsoever (other than Liens under the Loan Documents and other Permitted Liens, provided that such other Permitted Liens
(i) are junior in priority to the Collateral Agent’s Liens or subject to Reserves and (ii) do not impair the ability of the Collateral Agent to realize on or obtain the full benefit of the Collateral); 

(c) that consists of work-in-progress,
customized products, display items, samples or packing or shipping materials, packaging, manufacturing supplies or replacement or spare parts not considered for sale in the ordinary course of business; 

(d) that consists of goods which have been returned by the buyer, other than goods that are undamaged or that are resaleable in
the normal course of business; 
 (e) that does not comply in all material respects with each of the representations and
warranties respecting Eligible Inventory made in the Loan Documents; 
 (f) that is covered by negotiable document of title,
unless such document has been delivered to the Collateral Agent; 
 (g) the cost of which is subject to a deferred rebate, to
the extent of such rebate; 
 (h) that is not in good condition, is unmerchantable or does not meet all standards imposed by
any Governmental Authority, having regulatory authority over such goods, their use or sale; 
 (i) that is not currently
either usable or saleable, at prices approximating at least cost, in the normal course of such U.S. Loan Party, Canadian Loan Party or European Borrower’s business or that is slow moving, defective or stale; 

(j) that is more than one year old, or that is obsolete or returned or repossessed or used goods taken in trade; 

(k) that is located outside the United States of America, Canada, or in the case of any Dutch Borrower, the Netherlands,
Germany, England or Wales, or in the case of any UK Borrower, England or Wales or in the case of any Belgian Borrower, Belgium, England or Wales; 

(l) that is in-transit, other than Inventory
in-transit from (i) a U.S. Loan Party or Canadian Loan Party location in the United States of America or Canada to another location of a U.S. Loan Party or Canadian Loan Party in the United States of
America or Canada, (ii) a Dutch Borrower’s location in the Netherlands, Germany, England or Wales to another location of a Dutch Borrower in the Netherlands, Germany, England or Wales, (iii) a UK Borrower’s location in England or
Wales to another location of a UK Borrower in England or Wales or (iv) a Belgian Borrower’s location in Belgium, England or Wales to another location of a Belgian Borrower in Belgium, England or Wales; 

(m) that is located in a public warehouse or in possession of a bailee or in a facility leased by a U.S. Loan Party, Canadian
Loan Party or European Borrower, unless (A) the warehouseman or the bailee or the lessor has delivered to the applicable Administrative Agent, if requested by such Administrative Agent, a waiver agreement in form and substance satisfactory to
such Administrative Agent or (B) a Reserve for rents or storage charges has been established for Inventory at that location; 

  
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 (n) that contains or bears any intellectual property rights licensed to a
U.S. Loan Party, Canadian Loan Party or European Borrower by any Person if the applicable Administrative Agent is not satisfied that the Collateral Agent may sell or otherwise dispose of such Inventory in accordance with the terms of the applicable
Security Documents without infringing the rights of the licensor of such intellectual property rights or violating any contract with such licensor (and without payment of any royalties other than any royalties due with respect to the sale or
disposition of such Inventory pursuant to the existing license agreement) and as to which such U.S. Loan Party, Canadian Loan Party or European Borrower has not delivered to the applicable Administrative Agent a consent or sublicense agreement from
such licensor in form and substance acceptable to such Administrative Agent if requested, in each case to the extent necessary in order to enable the Collateral Agent to foreclose on or otherwise exercise remedies with respect to the Collateral
pursuant to the terms of the applicable Security Documents; 
 (o) that is not included in the calculation of a current
perpetual inventory report (including all Inventory purchased by the U.S. Borrower’s International Sourcing Group); 

(p) that represents intercompany profit; 

(q) that is Inventory placed on consignment or with a processor; 

(r) that is reserved for as slow or dead inventory by the Borrowers; 

(s) that was acquired, or is Inventory of a Person that was acquired, by the U.S. Borrower or its Restricted Subsidiaries
following the Closing Date outside the ordinary course of business in a transaction involving the payment of consideration by the U.S. Borrower and its Restricted Subsidiaries in excess of $50,000,000 unless the applicable Administrative Agent has
had an opportunity to conduct a field examination with respect to the Inventory or Persons so acquired; 
 (t) with respect
to Inventory of a European Borrower, in which any Person other than such European Borrower shall (i) have any direct or indirect ownership, interest or title or (ii) be indicated on any purchase order or invoice with respect to such
Inventory as having or purporting to have an interest therein, including Inventory for which (A) any contract or related documentation (such as invoices or purchase orders) relating to such Inventory includes retention of title rights in favor
of the vendor or supplier thereof, (B) under applicable governing laws, retention of title may be imposed unilaterally by the vendor or supplier thereof, provided that Inventory of a European Borrower which may be subject to any rights
of retention of title shall not be excluded from Eligible Inventory solely pursuant to this clause (t) in the event that (x) the European Administrative Agent shall have received evidence satisfactory to it that the full purchase price of
such Inventory has, or will have, been paid prior, or upon the delivery of, such Inventory to the relevant European Borrower or (y) a Letter of Credit has been issued under and in accordance with the terms of this Agreement for the purchase of
such Inventory; or 
 (u) with respect to Inventory of a European Borrower, for which reclamation rights have been asserted
by the seller. 
 If any Inventory of a U.S. Loan Party, Canadian Loan Party or European Borrower at any time ceases to be Eligible
Inventory, the Administrative Agents may exclude such Inventory from the calculation of Eligible Inventory of such U.S. Loan Party, Canadian Loan Party or European Borrower. 

“Eligible Investment Grade Accounts” shall mean an Account that satisfies each of the criteria contained in the definition of
Eligible Account; provided, that, the applicable Account Debtor with respect to such receivable maintains an Investment Grade Rating. 

“EMU Legislation” shall mean the legislative measures of the European Council for the introduction of, changeover to or
operation of a single or unified European currency. 

  
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 “Environmental Costs” shall mean any and all costs or expenses (including
attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, fines, penalties, damages, settlement payments, judgments and awards), of whatever kind or nature, known or unknown,
contingent or otherwise, arising out of, or in any way relating to, any actual or alleged violation of, noncompliance with or liability under any Environmental Laws. Environmental Costs include any and all of the foregoing, without regard to whether
they arise out of or are related to any past, pending or threatened proceeding of any kind. 
 “Environmental Laws” shall
mean any and all U.S. or foreign, federal, state, provincial, territorial, local or municipal laws, rules, orders, enforceable guidelines and orders-in-council,
regulations, statutes, ordinances, codes, decrees, and such requirements of any Governmental Authority properly promulgated and having the force and effect of law or other Requirements of Law (including common law) regulating, relating to or
imposing liability or standards of conduct concerning protection of human health (as it relates to exposure to Materials of Environmental Concern) or the environment, as have been, or now or at any relevant time hereafter are, in effect. 

“Environmental Permits” shall mean any and all permits, licenses, registrations, notifications, exemptions and any other
authorization required under any Environmental Law. 
 “ERISA” shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time. 
 “EU Bail-In Legislation Schedule” shall mean
the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. 

“Euro” and “EUR” shall mean the lawful currency of the Participating Member States introduced in accordance
with the EMU Legislation. 
 “European Administrative Agent” shall mean Bank of America, as the administrative agent for
the European Revolving Lenders under this Agreement, or any successor administrative agent pursuant to Section 11. 

“European Agent Advances” shall have the meaning provided in Section 2.4(h). 

“European Availability” shall mean, at any time the excess of (x) the lesser of (i) the Total European Revolving
Commitment at such time and (ii) the European Borrowing Base at such time minus (y) the Aggregate European Revolving Exposure at such time. 

“European Availability Conditions” shall be deemed to be satisfied on any date if (x) European Availability shall be not
less than $0 on such date and (y) Combined Availability shall not be less than $0 on such date. 
 “European Availability
Reserve” shall have the meaning provided in the definition of “North American Borrowing Base”. 
 “European Base
Rate” shall mean, (x) with respect to Dollars funded under the European Revolving Facility, Term SOFR on the first Business Day in each month for a one-month Interest Period, (y) with
respect to Euros funded under the European Revolving Facility, EURIBOR on the first Business Day in each month for a one-month Interest Period and (z) with respect to Sterling funded under the European
Revolving Facility, SONIA, in each case, plus 1.00%. 
 “European Borrower Assumption Agreement” shall mean an
Assumption Agreement substantially in the form of Exhibit N, executed by any Foreign Subsidiary that becomes a European Borrower after the Second Restatement Effective Date, as the same may be amended, supplemented or otherwise modified from
time to time. 

  
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 “European Borrower Guarantee Agreement” shall mean the ABL European
Borrower Guarantee, in form and substance reasonably satisfactory to the Administrative Agent, delivered to the Administrative Agent by each European Borrower on or after the Second Restatement Effective Date (including pursuant to
Section 8.8 hereof), as the same may be amended, supplemented, waived or otherwise modified from time to time. 

“European Borrowers” shall have the meaning provided in the preamble to this Agreement. 

“European Borrowing Base” shall mean, on any date, an amount equal to the Dollar Equivalent of (u) 85% multiplied by the book
value of Eligible Accounts (other than Eligible Investment Grade Accounts) of the European Borrowers on such date plus (v) 85% multiplied by the Net Orderly Liquidation Value of Eligible Inventory (without duplication) of the European
Borrowers on such date plus (w) 90% multiplied by the book value of Eligible Investment Grade Accounts of the European Borrowers on such date plus (x) at the election of the European Parent Borrower at the time of delivery of the
relevant Borrowing Base Certificate, an amount not to exceed the excess of (i) the North American Borrowing Base at such time minus (ii) the sum of (A) the Aggregate U.S. Revolving Exposure and (B) the Aggregate Canadian
Revolving Exposure at such time, subject to a Reserve against the North American Borrowing Base in an amount equal to such amount so elected (the “North American Availability Reserve”) minus (z) any Reserves on such date
established by the Administrative Agent with respect to the European Borrowing Base; provided that in no event shall the aggregate amount of Eligible Accounts (other than Eligible Investment Grade Accounts), Eligible Inventory and Eligible
Investment Grade Accounts of Belgian Borrowers included in the European Borrowing Base exceed $20,000,000 on any date. 
 “European
Commitment Increase” shall have the meaning provided in Section 2.16(a). 
 “European
Concentration Account” shall have the meaning provided in Section 8.13(a)(i). 
 “European
Designated Account” shall have the meaning provided in Section 2.4(c). 
 “European Fronting
Fee” shall have the meaning provided in Section 3.3(c). 
 “European Guarantee” shall
mean, collectively, the guarantees by the European Borrowers in favor of the Collateral Agent for the benefit of the Secured Parties made pursuant to the European Borrower Guarantee Agreement or otherwise. 

“European Letter of Credit” shall have the meaning provided in Section 2.5(a)(iii). 

“European Letter of Credit Fee” shall have the meaning provided in Section 3.3(c). 

“European Letter of Credit Issuer” shall mean Bank of America, any Affiliate of Bank of America or any other financial
institution that issues any U.S. Letter of Credit pursuant to this Agreement; provided that solely for purposes of each Existing Letter of Credit, the entity identified on Schedule 2.5 to this Agreement as the issuer of such Letter of
Credit shall be deemed for all purposes of this Agreement to be the European Letter of Credit Issuer and shall have all rights, obligations and privileges of the European Letter of Credit Issuer with respect thereto. 

“European Letter of Credit Obligations” shall mean, as at any date of determination, the aggregate amount available to be
drawn under all outstanding European Letters of Credit plus the aggregate of all amounts drawn under the European Letters of Credit, including all Letter of Credit Borrowings under European Letters of Credit. For all purposes of this
Agreement, if on any date of determination a European 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 European Letter of Credit shall be deemed to be
“outstanding” in the amount so remaining available to be drawn. 
 “European Letter of Credit Participant” shall
mean a Letter of Credit Participant in a European Letter of Credit. 

  
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 “European Letter of Credit Subfacility” shall mean $40,000,000. 

“European Notice of Borrowing” shall have the meaning provided in Section 2.4(b)(i). 

“European Notice of Conversion or Continuation” shall have the meaning provided in
Section 2.9(d)(iii). 
 “European Obligations” shall mean all advances to, and debts,
liabilities, obligations, covenants and duties of, the European Borrowers arising under any Loan Document and all debts, liabilities, obligations, covenants and duties of any European Borrower under any Secured Cash Management Agreement or Secured
Hedge Agreement, in each case, whether direct or indirect (including those acquired by assumption), absolute or contingent (including by way of Guarantee), due or to become due, now existing or hereafter arising and including interest and fees that
accrue after the commencement by or against any European Borrower of any proceeding under any bankruptcy or insolvency law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such
proceeding. 
 “European Parent Borrower” shall have the meaning provided in the preamble to this Agreement. 

“European Required Lenders” shall mean, at any time, European Revolving Lenders (other than Defaulting Lenders) having at
least 50.1% of the Aggregate European Revolving Exposure at such time; provided that, as long as there are only two European Revolving Lenders, European Required Lenders shall mean both European Revolving Lenders. 

“European Revolving Commitment” shall mean, as to any European Revolving Lender, the obligation of such European Revolving
Lender, if any, to make European Revolving Loans and participate in European Letters of Credit, European Swingline Loans and European Agent Advances in an aggregate principal and/or face amount not to exceed the amount set forth under the heading
“European Revolving Commitment” opposite such European Revolving Lender’s name on Schedule A or in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed from time to time
pursuant to the terms hereof. The aggregate amount of the European Revolving Commitments of the European Revolving Lenders as of the Second Restatement Effective Date is $150,000,000. 

“European Revolving Facility” shall have the meaning provided in Section 2.1(c). 

“European Revolving Lender” shall mean a Lender with a European Revolving Commitment or an outstanding European Revolving
Loan, European Swingline Loan, European Agent Advance or that is a European Letter of Credit Participant. 
 “European Revolving
Loan” shall have the meaning provided in Section 2.2(c). 
 “European Subsidiary
Borrower” shall have the meaning provided in the preamble. 
 “European Swingline Commitment” shall mean the
obligation of the European Swingline Lender to make European Swingline Loans in an aggregate amount not to exceed $20,000,000. 

“European Swingline Lender” shall mean Bank of America, in its capacity as provider of European Swingline Loans. 

“European Swingline Loan” shall have the meaning provided in Section 2.4(g)(i). 

“European Unused Line Fee” shall have the meaning provided in Section 3.2(c). 

“Event of Default” shall have the meaning provided in Section 10. 

  
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 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended
from time to time. 
 “Excluded Assets” shall have the meaning provided (x) in the case of the U.S. Loan Parties, in
the U.S. Security Agreement or (y) in the case of the Canadian Loan Parties, in the Canadian Security Agreement. 
 “Excluded
Canadian Subsidiary” shall mean, at any date of determination, any Canadian Subsidiary of the U.S. Borrower: 
 (a)
that is an Immaterial Subsidiary; 
 (b) that is prohibited by Requirement of 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 becoming a Canadian Guarantor or granting Liens to secure the Obligations or if Guaranteeing,
or granting Liens to secure, the Obligations would require governmental (including regulatory) consent, approval, license or authorization unless such consent, approval, license or authorization has been received; 

(c) with respect to which the U.S. Borrower and the Collateral Agent reasonably agree that the burden or cost or other
consequences of providing a Guarantee of the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom; 

(d) with respect to which the provision of such Guarantee of the Obligations would result in material adverse tax consequences
to the U.S. Borrower or one of its Subsidiaries (as reasonably determined by the U.S. Borrower and notified in writing to the Collateral Agent); 

(e) that is a joint venture or Non-Wholly Owned Subsidiary; 

(f) that is an Unrestricted Subsidiary; 

(g) that is a Captive Insurance Subsidiary; 

(h) that is a Special Purpose Entity; or 

(i) that is a Subsidiary formed solely for the purpose of (x) becoming a Parent Entity, or (y) merging with the U.S.
Borrower in connection with another Subsidiary becoming a Parent Entity, in each case to the extent such entity becomes a Parent Entity or is merged with the U.S. Borrower within 60 days of the formation thereof, or otherwise creating or forming a
Parent Entity; 
 provided that, notwithstanding the foregoing, any Canadian Subsidiary that Guarantees the payment of the Senior Notes shall not be
an Excluded Canadian Subsidiary. 
 Subject to the proviso in the preceding sentence, any Canadian Subsidiary that fails to meet the
foregoing requirements as of the last day of the period of the most recent four consecutive fiscal quarters for which consolidated financial statements of the U.S. Borrower are available shall continue to be deemed an Excluded Canadian Subsidiary
hereunder until the date that is 60 days following the date on which such annual or quarterly financial statements were required to be delivered pursuant to Section 8.1 with respect to such period. 

“Excluded Contribution” shall mean Net Cash Proceeds, or the Fair Market Value of property or assets, received by the U.S.
Borrower as capital contributions to the U.S. Borrower after the Closing Date or from the issuance or sale (other than to a Restricted Subsidiary) of Capital Stock (other than Disqualified Stock) of the U.S. Borrower, in each case to the extent
designated as an Excluded Contribution pursuant to a certificate of a Responsible Officer of the U.S. Borrower. 
 “Excluded Swap
Obligations” shall mean, with respect to any Swap Guarantor, any Swap Obligation if, and to the extent that, all or a portion of any Guarantee of such Swap Guarantor of, or the grant by such


  
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Swap Guarantor of a security interest to secure, such Swap Obligations (or any Guarantee thereof) is or becomes illegal or unlawful under the Commodity Exchange Act (or the application or
official interpretation thereof) by virtue of such Swap Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to
Section 12.22, any other keepwell, support, or other agreement for the benefit of such Swap Guarantor and any and all guarantees of such Swap Guarantor’s Swap Obligations by other Loan Parties) at the time the Guarantee or grant of
security interest of such Swap Guarantor would otherwise have become effective with respect to such Swap Obligation but for such Swap Guarantor’s failure to constitute an “eligible contract participant” at such time. 

“Excluded Taxes” shall mean the following taxes imposed on or with respect to any Agent or any Lender: (a) tax imposed
on or measured by net income (however denominated) and franchise taxes or similar taxes (imposed or measured by overall gross receipts) imposed on such Agent or Lender by the jurisdiction under the laws of which such Agent or Lender is organized or
in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located; (b) solely in the case of any Lender with respect to any U.S. Revolving Loan, Letter of Credit Borrowing or other Loans
made to the U.S. Borrower, any U.S. federal withholding tax to the extent imposed on amounts payable to such Lender at the time such Lender becomes a party hereto (or designates a new lending office) except to the extent that such Lender (or its
assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding tax pursuant to Section 4.5(a); (c) taxes attributable to
the applicable Lender’s failure to comply with Section 4.5(d) or Section 4.5(f); (d) any U.S. federal withholding tax imposed under FATCA; (e) unless an Event of Default has occurred and
is continuing, (A) solely with respect to a Loan to a Canadian Borrower or a payment by a Canadian Guarantor, Canadian federal withholding Taxes imposed on amounts payable to a Lender solely as a result of: (i) such Lender not dealing at
arm’s length (within the meaning of the Income Tax Act (Canada)) with an applicable Loan Party, (ii) such Lender being a “specified non-resident shareholder” (as defined in subsection 18(5)
of the Income Tax Act (Canada)) of an applicable Loan Party or a non-resident person not dealing at arm’s length with a “specified shareholder” (as defined in subsection 18(5) of the Income Tax
Act (Canada)) of an applicable Loan Party, or (iii) the payer being a “specified entity” (as defined in subsection 18.4(1) of the proposals to amend the Income Tax Act (Canada) released by the Minister of Finance (Canada) on
April 29, 2022) in respect of the Lender, other than (in the case of (i) through (iii)), where (x) the Lender is not dealing at arm’s length with the applicable Loan Party, (y) the Lender is a “specified non-resident shareholder” of the applicable Loan Party or does not deal at arm’s length with a “specified shareholder” of the applicable Loan Party, or (z) the payer is a “specified
entity” in respect of the Lender, as applicable, solely in connection with or as a result of the Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security
interest under, or engaged in any other transaction pursuant to or enforced any Loan Document, (B) solely with respect to a Loan to a Canadian Borrower, capital Taxes, and (C) solely with respect to a Loan to a Canadian Borrower, any
Canadian federal withholding Taxes attributable to the applicable Lender’s failure to comply with Section 4.5(l); (f) solely with respect to a Loan to a UK Borrower any withholding Taxes imposed by the United Kingdom on a payment of
interest made, or to be made, by a UK Borrower to a Lender under a Loan Document, if on the date on which the payment falls due, (i) the payment could have been made to the relevant Lender without a UK Tax Deduction if the Lender had been a UK
Qualifying Lender, but on that date the relevant Lender is not or has ceased to be a UK Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or
application of) any law or treaty, or any published practice or published concession of any relevant taxing authority; or (ii) the relevant Lender is a UK Qualifying Lender solely by virtue of clause (a)(ii) of the definition of UK Qualifying
Lender and (A) an officer of HM Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 UK ITA which relates to the payment and that Lender has received from a UK Borrower or
a UK Borrower making the payment a certified copy of that Direction and (B) the payment could have been made to the Lender without any UK Tax Deduction if that Direction had not been made; or (iii) the relevant Lender is a UK Qualifying
Lender solely by virtue of clause (a)(ii) of the definition of UK Qualifying Lender and (A) the relevant Lender has not given a UK Tax Confirmation to a UK Borrower and (B) the payment could have been made to the Lender without any UK Tax
Deduction if the Lender had given a UK Tax Confirmation to a UK Borrower, on the basis that the UK Tax Confirmation would have enabled the UK Borrower making the payment to have formed a reasonable belief that the payment was an “excepted
payment” for the purpose of section 930 UK ITA; or (iv) the relevant Lender is a UK Treaty Lender and the UK Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the UK Tax
Deduction had that Lender complied with its obligations under Sections 4.5(i) or 4.5(k) (as applicable); or (g) solely with respect to a Loan to a Dutch Borrower any Tax under the laws of the Netherlands to the


  
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extent (i) it becomes payable by reason of a Lender or an Agent having a substantial interest (aanmerkelijk belang) in any Borrower within the meaning of the Dutch Corporation Tax Act
1969 (Wet op de vennootschapsbelasting 1969) or (ii) the Dutch Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without such withholding or deduction had that Lender complied with its
obligations under Sections 4.5(i) or 4.5(k) (as applicable); or (h) solely with respect to a Loan to a Dutch Borrower, any Dutch withholding tax imposed as a result of the Dutch Withholding Tax Act 2021 (Wet Bronbelasting 2021) being
applicable as a result of a Lender having a qualifying interest (kwalificerend belang) in any Borrower established in the Netherlands; (i) [reserved], (j) [reserved]; or (k) solely with respect to a Loan to a Belgian Borrower any
withholding Taxes imposed by Belgium on a payment of interest if on the date on which the payment falls due, (i) the payment could have been made to the relevant Lender without a Belgian Tax Deduction if the Lender had been a Belgian Qualifying
Lender, but on that date the relevant Lender is not or has ceased to be a Belgian Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or
application of) any law or treaty, or any published practice or concession of any relevant taxing authority; or (ii) the relevant Lender is a Belgian Treaty Lender and the Belgian Borrower making the payment is able to demonstrate that the
payment could have been made to the Lender without the Belgian Tax Deduction had that Lender complied with its obligations under Section 4.5(k) and 4.5(o). 

“Excluded U.S. Subsidiary” shall mean, at any date of determination, any Domestic Subsidiary of the U.S. Borrower: 

(a) that is an Immaterial Subsidiary; 

(b) that is prohibited by Requirement of 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 becoming a U.S. Subsidiary Guarantor or granting Liens to secure the Obligations or if becoming a U.S. Subsidiary Guarantor, or
granting Liens to secure the Obligations would require governmental (including regulatory) consent, approval, license or authorization unless such consent, approval, license or authorization has been received; 

(c) with respect to which the U.S. Borrower and the Collateral Agent reasonably agree that the burden or cost or other
consequences of providing becoming a U.S. Subsidiary Guarantor shall be excessive in view of the benefits to be obtained by the Lenders therefrom; 

(d) with respect to which becoming a U.S. Subsidiary Guarantor would result in material adverse tax consequences to the U.S.
Borrower or one of its Subsidiaries (as reasonably determined by the U.S. Borrower and notified in writing to the Collateral Agent); 

(e) that is a Subsidiary of a Foreign Subsidiary; 

(f) that is a joint venture or Non-Wholly Owned Subsidiary; 

(g) that is an Unrestricted Subsidiary; 

(h) that is a Captive Insurance Subsidiary; 

(i) that is a Special Purpose Entity; or 

(j) that is a Subsidiary formed solely for the purpose of (x) becoming a Parent Entity or (y) merging with the U.S.
Borrower in connection with another Subsidiary becoming a Parent Entity, in each case to the extent such entity becomes a Parent Entity or is merged with the U.S. Borrower within 60 days of the formation thereof, or otherwise creating or forming a
Parent Entity; 
 provided that, notwithstanding the foregoing, any Subsidiary that Guarantees the payment of the Senior Notes shall not be an
Excluded U.S. Subsidiary. 

  
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 Subject to the proviso in the preceding sentence, any Subsidiary that fails to meet the
foregoing requirements as of the last day of the period of the most recent four consecutive fiscal quarters for which consolidated financial statements of the U.S. Borrower are available shall continue to be deemed an Excluded U.S. Subsidiary
hereunder until the date that is 60 days following the date on which such annual or quarterly financial statements were required to be delivered pursuant to Section 8.1 with respect to such period. 

“Exempt Sale and Leaseback Transaction” shall mean any Sale and Leaseback Transaction (a) in which the sale or transfer
of property occurs within 180 days of the acquisition of such property by the U.S. Borrower or any of its Subsidiaries or (b) that involves property with a book value of $100.0 million or less and is not part of a series of related Sale
and Leaseback Transactions involving property with an aggregate value in excess of such amount and entered into with a single Person or group of Persons. For purposes of the foregoing, “Sale and Leaseback Transaction” shall mean any
arrangement with any Person providing for the leasing by the U.S. Borrower or any of its Subsidiaries of real or personal property that has been or is to be sold or transferred by the U.S. Borrower or any such Subsidiary to such Person or to any
other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the U.S. Borrower or such Subsidiary. 

“Existing ABL Credit Agreement” shall have the meaning provided in the preamble. 

“Existing Canadian Loans” shall mean all “Canadian Revolving Loans” outstanding under the Existing ABL Credit
Agreement immediately prior to the effectiveness of this Agreement on the Second Restatement Effective Date. 
 “Existing Company
Parties” shall have the meaning provided in the preamble. 
 “Existing European ABL Agreement” shall mean the
European ABL Facility Agreement, dated as of March 24, 2014, among Univar B.V., the other Subsidiaries of the U.S. Borrower from time to time party thereto, the U.S. Borrower, as guarantor, J.P. Morgan Europe Limited, as administrative agent
and collateral agent, and certain other parties thereto from time to time; as such agreement was amended and restated and restated pursuant to that certain Deed of Amendment and Restatement, dated as of December 19, 2018, and as may be further
amended, supplemented, waived or otherwise modified from time to time or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original administrative
agent and lenders or other agents and lenders or otherwise, and whether provided under the original European ABL Agreement or other credit agreements or otherwise, except to the extent that such agreement, instrument or document expressly provides
that it is not intended to be and is not a European ABL Agreement). Any reference to the European ABL Agreement hereunder shall be deemed a reference to each European ABL Agreement then in existence. 

“Existing Indebtedness” shall mean Indebtedness of the U.S. Borrower and its Subsidiaries outstanding on the Second
Restatement Effective Date and set forth on Schedule 9.1 to this Agreement. 
 “Existing Letter of Credit” shall
mean each letter of credit listed on Schedule 2.5. 
 “Existing U.S. Revolving Loans” shall mean all “U.S.
Revolving Loans” outstanding under the Existing ABL Credit Agreement immediately prior to the effectiveness of this Agreement on the Second Restatement Effective Date. 

“Extension” shall have the meaning provided in Section 2.17(a). 

“Extension Offer” shall have the meaning provided in Section 2.17(a). 

“Extended Revolving Commitment” shall have the meaning provided in Section 2.17(a). 

“Extended Term Loans” shall have the meaning provided in Section 2.17(a). 

  
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 “Extending Revolving Lender” shall have the meaning provided in
Section 2.17(a). 
 “Extending Term Lender” shall have the meaning provided in
Section 2.17(a). 
 “FAA” shall mean the Financial Administration Act (Canada), as
amended. 
 “Facilities” shall mean the U.S. Revolving Facility, the Canadian Revolving Facility, the European Revolving
Facility, the Initial Term Facility, each Reallocated Additional Jurisdiction Revolving Facility, if any, and each Incremental Additional Jurisdiction Revolving Facility. 

“Fair Market Value” shall mean, with respect to any asset or property, the fair market value of such asset or property as
determined in good faith by senior management of the U.S. Borrower or the Board of Directors, whose determination shall be conclusive. 

“FATCA” shall mean current Section 1471, Section 1472 or Section 1474 of the Code (and any amended or
successor version that is substantively comparable), and any associated regulations issued thereunder or published administrative guidance issued pursuant thereto. 

“FCA” has the meaning set forth in Section 1.14. 

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the per annum rates on overnight
federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published on the next succeeding Business Day by the Federal Reserve Bank of New York; provided that (a) if such day
is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the succeeding Business Day, (b) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate charged to the U.S. Administrative Agent on such day on such transactions as determined by the U.S. Administrative Agent and (c) if the Federal
Funds Effective Rate would otherwise be less than zero, the Federal Funds Effective Rate shall instead be zero. 
 “Final Maturity
Date” shall mean the later of the Revolving Maturity Date and the Initial Term Maturity Date. 
 “Financial Support
Direction” shall mean a financial support direction issued by the Pensions Regulator under section 43 of the Pensions Act 2004 (U.K.). 

“Financing Disposition” shall mean any sale, transfer, conveyance or other disposition of, or creation or incurrence of any
Lien on, property or assets (a) by the U.S. Borrower or any Restricted Subsidiary thereof to or in favor of any Special Purpose Entity, or by any Special Purpose Subsidiary, in each case in connection with the Incurrence by a Special Purpose
Entity of Indebtedness, or obligations to make payments to the obligor on Indebtedness, which may be secured by a Lien in respect of such property or assets or (b) by the U.S. Borrower or any Restricted Subsidiary thereof to or in favor of any
Special Purpose Entity that is not a Special Purpose Subsidiary. 
 “First Restatement Effective Date” shall
mean February 28, 2019. 
 “Fiscal Year” shall mean any period of 12 consecutive months ending on December 31 of
any calendar year. 
 “Fixed GAAP Date” shall mean the Closing Date; provided that at any time after the Closing
Date, the U.S. Borrower may by written notice to the Administrative Agent elect to change the Fixed GAAP Date to be the date specified in such notice, and upon such notice, the Fixed GAAP Date shall be such date for all periods beginning on and
after the date specified in such notice. 
 “Fixed GAAP Terms” shall mean (a) the definitions of the terms
“Capitalized Lease Obligation,” “Consolidated Coverage Ratio,” “Consolidated Fixed Charges,” “Consolidated Fixed Charge Coverage Ratio,” 

  
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“Consolidated EBITDA,” “Consolidated Interest Expense,” “Consolidated Net Income,” “Consolidated Secured Indebtedness,” “Consolidated Secured Leverage
Ratio,” “Consolidated Total Assets,” “Foreign Borrowing Base,” “Consolidated Total Leverage Ratio,” “Inventory,” “LTM EBITDA,” “Foreign LTM EBITDA,” “Foreign Segment LTM
EBITDA” or “Receivables,” (b) all defined terms in the Loan Documents to the extent used in or relating to any of the foregoing definitions, and all ratios and computations based on any of the foregoing definitions (b) all
defined terms in this Agreement to the extent used in or relating to any of the foregoing definitions, and all ratios and computations based on any of the foregoing definitions, and (c) any other term or provision of this Agreement or the Loan
Documents that, at the U.S. Borrower’s election, may be specified by the U.S. Borrower by written notice to the Administrative Agent from time to time. 

“Foreign Borrowing Base” shall mean the sum of (1) 85% of the book value of Inventory of the U.S. Borrower’s Foreign
Subsidiaries (other than Canadian Subsidiaries and any other Foreign Subsidiaries organized in a country where a Loan Party is organized), (2) 85% of the book value of Receivables of the U.S. Borrower’s Foreign Subsidiaries (other than Canadian
Subsidiaries and any other Foreign Subsidiaries organized in a country where a Loan Party is organized) and (3) cash, Cash Equivalents and Temporary Cash Investments of the U.S. Borrower’s Foreign Subsidiaries (other than Canadian
Subsidiaries and any other Foreign Subsidiaries organized in a country where a Loan Party is organized) (in each case, determined as of the end of the most recently ended fiscal month of the U.S. Borrower for which internal consolidated financial
statements of the U.S. Borrower are available, and, in the case of any determination relating to any Incurrence of Indebtedness, on a pro forma basis including (x) any property or assets of a type described above acquired since the end of such
fiscal month and (y) any property or assets of a type described above being acquired in connection therewith). 
 “Foreign LTM
EBITDA” shall mean, as of any date of determination, the sum of the Foreign Segment LTM EBITDA of each Foreign Subsidiary Reporting Segment. 

“Foreign Pension Plan” shall mean a registered pension plan which is subject to applicable pension legislation other than
ERISA or the Code, which a Restricted Subsidiary sponsors or maintains, or to which it makes or is obligated to make contributions or has within the preceding five years made or accrued such contributions. 

“Foreign Plan” shall mean each Foreign Pension Plan, deferred compensation or other retirement or superannuation plan,
fund, program, agreement, commitment or arrangement whether oral or written, funded or unfunded, sponsored, established, maintained or contributed to, or required to be contributed to, or with respect to which any liability is borne, outside the
United States of America, by the U.S. Borrower or any of its Restricted Subsidiaries, other than any such plan, fund, program, agreement or arrangement sponsored by a Governmental Authority. 

“Foreign Plan Termination Event” shall mean (a) the withdrawal of the Canadian Borrower or any other Canadian Subsidiary
from a Canadian Defined Benefit Plan which is “multi-employer pension plan,” as defined under applicable pension standards legislation, during a plan year; or (b) the filing of a notice of intent to terminate in whole or in part a
Canadian Defined Benefit Plan or the filing of an amendment with the applicable Governmental Authority which terminates a Canadian Defined Benefit Plan, in whole or in part; or (c) the institution of proceedings by any Governmental Authority to
terminate a Canadian Defined Benefit Plan in whole or in part or have a replacement administrator appointed to administer a Canadian Defined Benefit Plan; or (d) any other event or condition or declaration or application which results in
the termination or winding up of a Canadian Defined Benefit Plan, in whole or in part, or the appointment by any Governmental Authority of a replacement administrator to administer a Canadian Defined Benefit Plan. 

“Foreign Non-Borrowing Base Guarantor Security Documents” shall mean, collectively
each security agreement or other instrument or document executed and delivered by a Non-Borrowing Base Foreign Guarantor pursuant to Section 8.8 or 8.11 or pursuant to any
other such Foreign Non-Borrowing Base Guarantor Security Documents to secure any of the Obligations. 

“Foreign Segment LTM EBITDA” shall mean, with respect to each Foreign Subsidiary Reporting Segment, as of any date of
determination, LTM EBITDA, in each case of such Foreign Subsidiary Reporting Segment as at the end of the most recently ended fiscal quarter of the U.S. Borrower, determined by consolidating 

  
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the accounts of each of the Subsidiaries within such Foreign Subsidiary Reporting Segment in accordance with GAAP (and, in the case of any determination relating to any Incurrence of Indebtedness
or any Investment, on a pro forma basis including any property or assets being acquired in connection therewith). 
 “Foreign
Subsidiary” shall mean any Subsidiary of the U.S. Borrower (a) that is organized under the laws of any jurisdiction outside of the United States of America and any Subsidiary of such Foreign Subsidiary or (b) that is a Foreign
Subsidiary Holdco. Any subsidiary of the U.S. Borrower which is organized and existing under the laws of Puerto Rico or any other territory of the United States of America shall be a Foreign Subsidiary. 

“Foreign Subsidiary Holdco” shall mean any Restricted Subsidiary of the U.S. Borrower, so long as such Restricted Subsidiary
has no material assets other than securities or indebtedness of one or more Foreign Subsidiaries (or Subsidiaries thereof), intellectual property relating to such Foreign Subsidiaries (or Subsidiaries thereof), and/or other assets incidental to an
ownership interest in any such securities, indebtedness, Contractual Obligations, intellectual property or Subsidiaries. Any Subsidiary which is a Foreign Subsidiary Holdco that fails to meet the foregoing requirements as of the last day of the
period for which consolidated financial statements of the U.S. Borrower are available shall continue to be deemed a “Foreign Subsidiary Holdco” hereunder until the date that is 60 days following the date on which such annual or quarterly
financial statements were required to be delivered pursuant to Section 8.1 with respect to such period. 

“Foreign Subsidiary Reporting Segment” shall mean a group of Foreign Subsidiaries of the U.S. Borrower which the U.S.
Borrower treats as an operating segment in connection with its internal financial reporting. 
 “Fronting Fees” shall mean
the U.S. Fronting Fee, the Canadian Fronting Fee and the European Fronting Fee. 
 “FSCO” shall mean the Financial Services
Commission of Ontario or like body in any other province of Canada with whom a Canadian Defined Benefit Plan is registered in accordance with applicable law and any other Governmental Authority succeeding to the functions thereof. 

“Fund” shall mean any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the ordinary course. 
 “GAAP” shall mean
generally accepted accounting principles in the United States of America as in effect on the Fixed GAAP Date (for purposes of the Fixed GAAP Terms) and as in effect from time to time (for all other purposes of this Agreement), including those set
forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time; provided that all terms of an accounting or financial nature used in this Agreement shall be construed, and all
computations of amounts and ratios referred to in this Agreement shall be made without giving effect to any election under Accounting Standards Codification Topic 825—Financial Instruments, or any successor thereto or comparable accounting
principle (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the U.S. Borrower or any Subsidiary at “fair value,” as defined therein and the amount of any Indebtedness under GAAP with respect to
Capitalized Lease Obligations shall be determined in accordance with the definition of Capitalized Lease Obligations. At any time after the Second Restatement Effective Date, the U.S. Borrower may elect to apply IFRS accounting principles in lieu of
GAAP and upon any such election references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided that any such election, once made, shall be irrevocable; provided,
further, any calculation or determination in this Agreement that requires the application of GAAP for periods that include fiscal quarters ended prior to the U.S. Borrower’s election to apply IFRS shall remain as previously calculated or
determined in accordance with GAAP. The U.S. Borrower shall give notice of any such election made in accordance with this definition to the Administrative Agent. For the avoidance of doubt, solely making an election (without any other action)
referred to in this definition will not be treated as an incurrence of Indebtedness. 

  
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 If there occurs a change in IFRS or GAAP, as the case may be, following the Fixed GAAP Date
and such change would cause a change in the method of calculation of any standards, terms or measures (including all computation of amounts and ratios) used in this Agreement (an “Accounting Change”) then the U.S. Borrower may elect
that such standards, terms or measures shall be calculated as if such Accounting Change had or had not occurred 
 “GDPR”
shall mean the European Union General Data Protection Regulation, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 and the Dutch GDPR Implementation Act (Uitvoeringswet Algemene verordening
gegevensbescherming). 
 “Governmental Authority” shall mean the government of the United States or any other nation,
or of any political subdivision thereof, whether state, provincial, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to government (including any supranational bodies such as the European Union or the European Central Bank). 

“Guarantee” shall mean any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any
Indebtedness or other obligation of any other Person; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has
a corresponding meaning. 
 “Guarantors” shall mean each Borrower (other than with respect to its own Obligations), the
U.S. Subsidiary Guarantors, the Canadian Guarantors and the Non-Borrowing Base Foreign Guarantors; each individually, a “Guarantor.” 

“Hedge Agreements” shall mean, collectively, Interest Rate Agreements, Currency Agreements and Commodities Agreements. 

“Hedge Bank” shall mean any Person that either (x) at the time it enters into a Hedge Agreement or (y) on the
Closing Date, the First Restatement Effective Date or the Second Restatement Effective Date, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Hedge Agreement, including for the avoidance of doubt, any Hedge Agreement
entered into prior to the Closing Date, the First Restatement Effective Date or the Second Restatement Effective Date, as applicable. 

“Hedging Obligations” shall mean, as to any Person, the obligations of such Person pursuant to any Interest Rate Agreement,
Currency Agreement or Commodities Agreement. 
 “Hedging Provider” shall mean a Hedge Bank in its capacity as a
counterparty to a Secured Hedge Agreement, as designated by the U.S. Borrower in accordance with Section 12.27(d)(ii) (provided that no Person shall, with respect to any Hedging Agreement, be at any time a Hedging Provider with respect
to more than one Credit Facility (as defined in the Intercreditor Agreement as in effect as of the Second Restatement Effective Date)). 

“HMRC DT Treaty Passport Scheme” shall mean HM Revenue & Customs’ Double Taxation Treaty Passport scheme. 

“IFRS” shall mean International Financial Reporting Standards and applicable accounting requirements set by the International
Accounting Standards Board or any successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants, or any successor to either such board, or the SEC, as the
case may be), as in effect from time to time. 
 “Immaterial Subsidiary” shall mean at any date of determination, each
Restricted Subsidiary of the U.S. Borrower designated as such in writing by the U.S. Borrower to the Administrative Agent that (i) has not guaranteed any other Indebtedness of the U.S. Borrower, (ii) (x) contributed 5.00% or less of
Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for 

  
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which consolidated financial statements of the U.S. Borrower are available, and (y) had consolidated assets representing 5.00% or less of Consolidated Total Assets as of the end of the most
recently ended financial period for which consolidated financial statements of the U.S. Borrower are available; and (iii) together with all other Immaterial Subsidiaries designated pursuant to the preceding clause (i), (x) contributed 10.00% or
less of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of the U.S. Borrower are available, and (y) had
consolidated assets representing 10.00% or less of Consolidated Total Assets as of the end of the most recently ended financial period for which consolidated financial statements of the U.S. Borrower are available. 

“Increasing Lender” shall have the meaning provided in Section 2.16(c). 

“Incremental Additional Jurisdiction Revolving Commitment” shall have the meaning provided in
Section 2.16(a). 
 “Incremental Additional Jurisdiction Revolving Facility” shall mean a
revolving facility established pursuant to Section 2.16 made up of Incremental Additional Jurisdiction Revolving Commitments and Incremental Additional Jurisdiction Revolving Loans. 

“Incremental Additional Jurisdiction Revolving Lender” shall mean a Lender with an Incremental Additional Jurisdiction
Revolving Commitment or an outstanding Incremental Additional Jurisdiction Revolving Loan. 
 “Incremental Additional Jurisdiction
Revolving Loan” shall have the meaning provided in Section 2.16(a). 
 “Incur” shall
mean issue, assume, enter into any Guarantee of, incur or otherwise become liable for; and the terms “Incurs,” “Incurred” and “Incurrence” shall have a correlative meaning; provided that any
Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary.
Accrual of interest, the accretion of accreted value, the payment of interest in the form of additional Indebtedness, and the payment of dividends on Capital Stock constituting Indebtedness in the form of additional shares of the same class of
Capital Stock, will be deemed not to be an Incurrence of Indebtedness. Any Indebtedness issued at a discount (including Indebtedness on which interest is payable through the issuance of additional Indebtedness) shall be deemed Incurred at the time
of original issuance of the Indebtedness at the initial accreted amount thereof. 
 “Indebtedness” shall mean, with respect
to any Person on any date of determination (without duplication): 
 (i) the principal of indebtedness of such Person for
borrowed money; 
 (ii) the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar
instruments; 
 (iii) all reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances
or other similar instruments (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit, bankers’ acceptances or other instruments plus the aggregate amount of
drawings thereunder that have not then been reimbursed) (except to the extent such reimbursement obligations relate to Trade Payables and such obligations are expected to be satisfied within 30 days of becoming due and payable); 

(iv) all obligations of such Person to pay the deferred and unpaid purchase price of property (except Trade Payables), which
purchase price is due more than one year after the date of placing such property in final service or taking final delivery and title thereto; 

  
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 (v) all Capitalized Lease Obligations of such Person; 

(vi) the redemption, repayment or other repurchase amount of such Person with respect to any Disqualified Stock of such Person
or (if such Person is a Subsidiary of the U.S. Borrower other than a Loan Party) any Preferred Stock of such Subsidiary, but excluding, in each case, any accrued dividends (the amount of such obligation to be equal at any time to the maximum fixed
involuntary redemption, repayment or repurchase price for such Capital Stock, or if less (or if such Capital Stock has no such fixed price), to the involuntary redemption, repayment or repurchase price therefor calculated in accordance with the
terms thereof as if then redeemed, repaid or repurchased, and if such price is based upon or measured by the fair market value of such Capital Stock, such fair market value shall be as determined in good faith by senior management of the U.S.
Borrower, the Board of Directors of the U.S. Borrower or the Board of Directors of the issuer of such Capital Stock); 

(vii) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is
assumed by such Person; provided that the amount of Indebtedness of such Person shall be the lesser of (A) the fair market value of such asset at such date of determination (as determined in good faith by the U.S. Borrower) and
(B) the amount of such Indebtedness of such other Persons; 
 (viii) all Guarantees by such Person of Indebtedness of
other Persons, to the extent so Guaranteed by such Person; and 
 (ix) to the extent not otherwise included in this
definition, net Hedging Obligations of such Person (the amount of any such obligation to be equal at any time to the termination value of such agreement or arrangement giving rise to such Hedging Obligation that would be payable by such Person at
such time). 
 provided that, Indebtedness shall not include (t) any obligations attributable to the exercise of dissenters’ or appraisal
rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto, (u) any liability for federal, state, local or other taxes owed or owing to any government or other taxing authority,
(v) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller, (w) obligations, to the extent such obligations constitute Indebtedness,
under any agreement that has been defeased or satisfied and discharged pursuant to the terms of such agreement, (x) in connection with the purchase by the U.S. Borrower or any Restricted Subsidiary of any business, any post-closing payment
adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing (so long as (i) at the time of closing,
the amount of any such payment is not determinable and (ii) to the extent such payment thereafter becomes fixed and determined, the amount is paid in a timely manner), (y) for the avoidance of doubt, any obligations or liabilities which would
be required to be classified and accounted for as an operating lease for financial reporting purposes in accordance with GAAP as of December 15, 2018 or (z) any joint and several or any netting or
set-off arrangement arising in each case by operation of law as a result of the existence or establishment of a fiscal unity for corporate income tax, trade tax or value added tax purposes or similar purposes
or any analogous arrangement. 
 The amount of Indebtedness of any Person at any date shall be determined as set forth above or as otherwise
provided for in this Agreement, or otherwise shall equal the amount thereof that would appear as a liability on a balance sheet of such Person (excluding any notes thereto) prepared in accordance with GAAP. 

“Indemnified Liabilities” shall have the meaning provided in Section 12.5. 

“Indemnified Taxes” shall mean all Taxes other than Excluded Taxes imposed on or with respect to any payment made by or on
account of any obligation of any Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes. 

“Indemnitee” shall have the meaning provided in Section 12.5. 

  
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 “Initial Agreement” shall have the meaning provided in
Section 9.3(c). 
 “Initial Lien” shall have the meaning provided in
Section 9.6(a). 
 “Initial Term Commitment” shall mean (a) in the case of each
Lender that is a Lender on the Second Restatement Effective Date, the amount set forth opposite such Lender’s name on Schedule A as such Lender’s “Initial Term Commitment” and (b) in the case of any Lender that
becomes a Lender after the Second Restatement Effective Date, the amount specified as such Lender’s “Initial Term Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the Initial Term
Commitments, in each case as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the Initial Term Commitments as of the Second Restatement Effective Date is $200,000,000. 

“Initial Term Facility” shall mean, at any time, the aggregate principal amount of the Initial Term Commitments and
the Initial Term Loans of all Initial Term Lenders outstanding at such time. 
 “Initial Term Lender” shall mean
each Lender that has an Initial Term Commitment, or that is the holder of an Initial Term Loan. 
 “Initial Term
Loan” shall have the meaning assigned to such term in Section 2.1(f). 
 “Initial Term
Maturity Date” shall mean the date that is five years after the Second Restatement Effective Date (or if such date is not a Business Day, the preceding Business Day). 

“Insolvency” shall mean, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning
of Section 4245 of ERISA. 
 “Insolvency Regulation” shall mean Regulation (EU) 2015/848 of the European Parliament
and of the Council of 20 May 2015 on insolvency proceedings (recast). 
 “Intellectual Property” shall have the
meaning provided in Section 7.9. 
 “Intercreditor Agreement” shall mean the ABL Intercreditor
Agreement, dated as of the Closing Date, between the Cash Flow Collateral Agent and the Collateral Agent, and acknowledged by each of the U.S. Loan Parties, as the same may be amended, restated, modified supplemented, superseded or waived from time
to time. 
 “Interest Payment Date” shall mean, (a) as to any Term SOFR Loan or Alternative Currency Term Rate Loan,
the last Business Day of the applicable Interest Period and the scheduled maturity date of such Loan; provided, however, that if such Interest Period is more than three months, the Interest Payment Date shall be each three month
anniversary of the beginning of the Interest Period, (b) as to any ABR Loan (including a Swingline Loan), the first day of each April, July, October and January and the scheduled maturity date of such ABR Loan and (c) with respect to any
Alternative Currency Daily Rate Loan, the first day of each April, July, October and January and the applicable maturity date set forth in the Agreement. 

“Interest Period” shall mean, as to each Term SOFR Loan or Alternative Currency Term Rate Loan, the period commencing on the
date such Loan is disbursed or converted to or continued as a Term SOFR Loan or an Alternative Currency Term Rate Loan, as applicable, and ending on the date one, three or six (other than Alternative Currency Term Rate Loans denominated in Cdn.
Dollars) months thereafter (in each case, subject to availability for the interest rate applicable to the relevant currency), as selected by the applicable Borrower in its Notice of Borrowing, or (other than for Alternative Currency Term Rate Loans
denominated in Cdn. Dollars) such other period that is twelve months or less requested by the applicable Borrower and consented to by all the Lenders; provided that: 

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding
Business Day unless, in the case of a Term SOFR Loan or an Alternative Currency Term Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; 

  
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 (ii) any Interest Period pertaining to a Term SOFR Loan or an Alternative
Currency Term Rate Loan 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 Revolving Maturity
Date or Initial Term Maturity Date (as applicable). 
 “Interest Rate Agreement” shall mean, with respect to any Person,
any interest rate protection agreement, future agreement, option agreement, swap agreement, cap agreement, collar agreement, hedge agreement or other similar agreement or arrangement (including derivative agreements or arrangements), as to which
such Person is a party or a beneficiary. 
 “Investment” in any Person by any other Person shall mean any direct or
indirect advance, loan or other extension of credit (other than to customers, dealers, licensees, franchisees, suppliers, consultants, directors, officers or employees of any Person in the ordinary course of business) or capital contribution (by
means of any transfer of cash or other property to others or any payment for property or services for the account or use of others) to, or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such
Person. For purposes of the definition of “Unrestricted Subsidiary” and Section 9.2 only, (i) “Investment” shall include the portion (proportionate to the U.S. Borrower’s equity interest in such
Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the U.S. Borrower at the time that such Subsidiary is designated an Unrestricted Subsidiary, provided that upon a redesignation of such Subsidiary as a Restricted
Subsidiary, the U.S. Borrower shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the U.S. Borrower’s “Investment” in such Subsidiary at the
time of such redesignation less (y) the portion (proportionate to the U.S. Borrower’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation, and (ii) any
property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value (as determined in good faith by the U.S. Borrower) at the time of such transfer. Guarantees shall not be deemed to be Investments. The amount of any
Investment outstanding at any time shall be the original cost of such Investment, reduced (at the U.S. Borrower’s option) by any dividend, distribution, interest payment, return of capital, repayment or other amount or value received in respect
of such Investment. 
 “Investment Company Act” shall mean the Investment Company Act of 1940, as amended from time to
time. 
 “Investment Grade Rating” shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and
BBB- (or the equivalent) by S&P, or any equivalent rating by any other Rating Agency. 

“Investment Grade Securities” shall mean (i) securities issued or directly and fully guaranteed or insured by the United
States government or any agency or instrumentality thereof (other than Cash Equivalents); (ii) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among
the U.S. Borrower and its Subsidiaries; (iii) investments in any fund that invests exclusively in investments of the type described in clauses (i) and (ii) above, which fund may also hold immaterial amounts of cash pending investment or
distribution; and (iv) corresponding instruments in countries other than the United States customarily utilized for high quality investments. 

“IPO” shall mean the initial public offering of the U.S. Borrower’s common stock which closed on June 23, 2015.

 “Irish Security Documents” shall mean (a) the charge and assignment over bank accounts to be entered into following
the Second Restatement Effective Date between Univar Solutions B.V. and the Collateral Agent (including its schedules and annexes) and (b) any other document to be entered into after the Second Restatement Effective Date that is governed by the
laws of Ireland containing Liens of any Loan Party securing the Obligations, in each case in form and substance satisfactory to the Collateral Agent and entered into pursuant to the terms of this Agreement or any other Loan Document. 

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

“Joinder Agreement” shall mean an agreement substantially in the form of Exhibit J. 

“Judgment Currency” shall have the meaning provided in Section 12.19. 

“Junior Capital” shall mean, collectively, any Indebtedness of any Parent Entity or the U.S. Borrower that (i) is not
secured by any asset of the U.S. Borrower or any Restricted Subsidiary, (ii) is expressly subordinated to the prior payment in full of the Obligations hereunder on terms consistent with those for senior subordinated high yield debt securities
(as determined in good faith by the U.S. Borrower, which determination shall be conclusive), (iii) has a final maturity date that is not earlier than, and provides for no scheduled payments of principal prior to, the date that is 91 days after the
Cash Flow Maturity Date (other than through conversion or exchange of any such Indebtedness for Capital Stock (other than Disqualified Stock) of the U.S. Borrower, Capital Stock of any Parent Entity or any other Junior Capital), (iv) has no
mandatory redemption or prepayment obligations other than obligations that are subject to the prior payment in full in cash of the Obligations under this Agreement and (v) does not require the payment of cash interest until the date that is 91
days after the Cash Flow Maturity Date. 
 “Junior Debt” shall mean (i) the Senior Notes and Guarantees thereof (and
Refinancing Indebtedness in respect thereof Incurred pursuant to Section 9.1(b)(iii)) and (ii) any Subordinated Obligations. 

“LCA Election” shall have the meaning provided in Section 1.2(h). 

“LCA Test Date” shall have the meaning provided in Section 1.2(h). 

“Lead Arrangers” shall mean BofA Securities, Wells Fargo Bank N.A., JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc.
and Goldman Sachs Bank USA, as Joint Lead Arrangers. 
 “Lender” shall have the meaning provided in the preamble to this
Agreement and shall include each Swingline Lender, each Letter of Credit Issuer and with respect to Agent Advances, each Administrative Agent. 

“Lender Default” shall mean (a) the refusal (which may be given verbally or in writing and has not been retracted) or
failure of any Lender (including any Agent in its capacity as Lender) to make available its portion of any incurrence of Loans, which refusal or failure is not cured within two Business Days after the date of such refusal or failure, (b) the
failure of any Lender (including any Agent in its capacity as Lender) to pay over to an Administrative Agent, any Letter of Credit Issuer 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, (c) a Lender (including any Agent in its capacity as Lender) has notified the U.S. Borrower or an Administrative Agent that it does not intend to comply with its funding obligations
hereunder, (d) a Lender (including any Agent in its capacity as Lender) has failed, within 10 Business Days after request by the Administrative Agent, to confirm that it will comply with its funding obligations hereunder (provided that
such Lender Default pursuant to this clause (d) shall cease to be a Lender Default upon receipt of such confirmation by the Administrative Agent), (e) an Agent or a Lender has admitted in writing that it is insolvent or such Agent or Lender
becomes subject to a Lender-Related Distress Event or (f) a Lender (including any Agent in its capacity as a Lender) has become the subject of a Bail-In Action. 

“Lender Recipient Party” shall mean, collectively, the Lenders, the Swingline Lenders and the Letter of Credit Issuers. 

  
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 “Lender-Related Distress Event” shall mean, with respect to any Agent or
Lender (each, a “Distressed Person”), a voluntary or involuntary case with respect to such Distressed Person under any debt relief law, or a custodian, conservator, receiver or similar official is appointed for such Distressed
Person or any substantial part of such Distressed Person’s assets, or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory
authority over such Distressed Person to be, insolvent or bankrupt; provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any equity interests in any Agent or
Lender or any person that directly or indirectly controls such Agent or Lender by a Governmental Authority or an instrumentality thereof so long as such equity 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 or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or
agreements made with such Lender; provided, further, that the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator with
respect to an Agent or Lender or any person that directly or indirectly controls such Agent or Lender under the Dutch Financial Supervision Act 2007 (as amended from time to time and including any successor legislation) shall not be a
“Lender-Related Distress Event” with respect to such Agent or Lender or any person that directly or indirectly controls such Agent or Lender. 

“Letter of Credit Borrowing” shall mean an extension of credit resulting from a drawing under any Letter of Credit which has
not been reimbursed on the date when made or refinanced as a Borrowing. 
 “Letter of Credit Fees” shall mean the
collective reference to the U.S. Letter of Credit Fees, the Canadian Letter of Credit Fees and the European Letter of Credit Fees. 

“Letter of Credit Issuer” shall mean a Canadian Letter of Credit Issuer, a U.S. Letter of Credit Issuer or a European Letter
of Credit Issuer. Any reference to a “Letter of Credit Issuer” shall refer to a U.S. Letter of Credit Issuer with respect to the U.S. Revolving Facility, a Canadian Letter of Credit Issuer with respect to the Canadian Revolving Facility,
and a European Letter of Credit Issuer with respect to the European Revolving Facility, as applicable. 
 “Letter of Credit Issuer
LC Sublimit” shall mean, with respect to each Letter of Credit Issuer, the amount set forth on Schedule B. 

“Letter of Credit Maturity Date” shall mean the date that is 5 days prior to the Revolving Maturity Date. 

“Letter of Credit Obligations” shall mean, collectively, the U.S. Letter of Credit Obligations, the Canadian Letter of Credit
Obligations and the European Letter of Credit Obligations. 
 “Letter of Credit Participant” shall have the meaning
provided in Section 2.5(f)(i). 
 “Letter of Credit Participation” shall have the meaning
provided in Section 2.5(f)(i). 
 “Letters of Credit” shall mean the collective reference to U.S.
Letters of Credit, Canadian Letters of Credit and European Letters of Credit and shall include all Existing Letters of Credit. 

“Liabilities” shall mean, collectively, any and all claims, obligations, liabilities, causes of action, actions, suits,
proceedings, investigations, judgments, decrees, losses, damages, fees, costs and expenses (including interest, penalties and fees and disbursements of attorneys, accountants, investment bankers and other professional advisors), in each case whether
incurred, arising or existing with respect to third parties or otherwise at any time or from time to time. 
 “Lien” shall
mean any mortgage, pledge, security interest, encumbrance, hypothecation, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof). 

  
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 “Limited Condition Acquisition” shall mean any acquisition by one or more
of the U.S. Borrower and its Restricted Subsidiaries of any assets, business or Person permitted by this Agreement whose consummation is not conditioned on the availability of, or on obtaining, third party financing. 

“Loan Documents” shall mean this Agreement, the Canadian Guarantee and Security Agreement, the
Non-Borrowing Base Guaranty Agreement, the European Borrower Guarantee Agreement, the Security Documents, the Intercreditor Agreement and any promissory notes issued by a Borrower hereunder, as the same may be
amended, supplemented, waived, otherwise modified, extended, renewed, refinanced or replaced from time to time. 
 “Loan
Party” shall mean each of the Borrowers, the U.S. Subsidiary Guarantors, the Canadian Guarantors and the Non-Borrowing Base Foreign Guarantors. 

“Loans” shall mean the Revolving Loans and the Term Loans and shall include, as the context requires, Swingline Loans and
Agent Advances. 
 “Lock Boxes” shall mean the U.S. Lock Boxes or the Canadian Lock Boxes, as the context requires. 

“LTM EBITDA” shall mean Consolidated EBITDA of the U.S. Borrower measured for the period of the most recent four consecutive
fiscal quarters ending prior to the date of such determination for which consolidated financial statements are available (which may be internal financial statements), in each case with such pro forma adjustments giving effect to such Indebtedness,
acquisition or Investment, as applicable, since the start of such four quarter period and as are consistent with the pro forma adjustments set forth in the definition of “Consolidated Coverage Ratio.” 

“Management Advances” shall mean (1) loans or advances made to directors, management members, officers, employees or
consultants of any Parent Entity, the U.S. Borrower or any Restricted Subsidiary (x) in respect of travel, entertainment or moving-related expenses incurred in the ordinary course of business, (y) in respect of moving-related expenses
incurred in connection with any closing or consolidation of any facility, or (z) in the ordinary course of business and (in the case of this clause (z)) not exceeding the greater of $70.0 million and 8.0% of LTM EBITDA, (2) promissory
notes of Management Investors acquired in connection with the issuance of Management Stock to such Management Investors, (3) Management Guarantees, or (4) other Guarantees of borrowings by Management Investors in connection with the
purchase of Management Stock, which Guarantees are permitted under Section 9.1. 
 “Management Credit
Provider” shall mean any Person that is a beneficiary of a Management Guarantee, with the obligations of the applicable Loan Party thereunder being secured by one or more Loan Documents as designated by the U.S. Borrower in accordance
with Section 12.27(d)(i) (provided that no Person shall, with respect to any Management Guarantee, be at any time a Management Credit Provider with respect to more than one Credit Facility (as defined in the Intercreditor Agreement as in
effect as of the Second Restatement Effective Date)). 
 “Management Guarantees” shall mean guarantees (x) of up to an
aggregate principal amount outstanding at any time of $30.0 million of borrowings by Management Investors in connection with their purchase of Management Stock or (y) made on behalf of, or in respect of loans or advances made to,
directors, officers, employees or consultants of any Parent Entity, the U.S. Borrower or any Restricted Subsidiary (1) in respect of travel, entertainment and moving-related expenses incurred in the ordinary course of business, or (2) in
the ordinary course of business and (in the case of this clause (2)) not exceeding $15.0 million in the aggregate outstanding at any time. 

“Management Indebtedness” shall mean Indebtedness Incurred to (a) any Person other than a Management Investor of up to
an aggregate principal amount outstanding at any time of $15.0 million, and (b) any Management Investor, in each case, to finance the repurchase or other acquisition of Capital Stock of the U.S. Borrower, any Restricted Subsidiary or any
Parent Entity (including any options, warrants or other rights in respect thereof) from any Management Investor, which repurchase or other acquisition of Capital Stock is permitted by Section 9.2. 

  
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 “Management Investors” shall mean the management members, officers,
directors, employees and other members of the management of any Parent Entity, the U.S. Borrower or any of their respective Subsidiaries, or family members or relatives of any of the foregoing (provided that, solely for purposes of the
definition of “Permitted Holders,” such relatives shall include only those Persons who are or become Management Investors in connection with estate planning for or inheritance from other Management Investors, as determined in good faith by
the U.S. Borrower, which determination shall be conclusive), or trusts, partnerships or limited liability companies for the benefit of any of the foregoing, or any of their heirs, executors, successors and legal representatives, who at any date
beneficially own or have the right to acquire, directly or indirectly, Capital Stock of the U.S. Borrower, any Restricted Subsidiary or any Parent Entity. 

“Management Stock” shall mean Capital Stock of the U.S. Borrower, any Restricted Subsidiary or any Parent Entity (including
any options, warrants or other rights in respect thereof) held by any of the Management Investors. 
 “Mandatory Canadian
Borrowing” shall have the meaning provided in Section 2.3(g)(ii). 
 “Mandatory European
Borrowing” shall have the meaning provided in Section 2.4(g)(ii). 
 “Mandatory U.S.
Borrowing” shall have the meaning provided in Section 2.2(g)(ii). 
 “Material Adverse
Effect” shall mean a material adverse effect on (a) the business, operations, property or condition (financial or otherwise) of the U.S. Borrower and its Restricted Subsidiaries taken as a whole, (b) the validity or enforceability
as to the Loan Parties (taken as a whole) party thereto of the Loan Documents taken as a whole or (c) the rights or remedies of the Agents and the Lenders under the Loan Documents, in each case taken as a whole. 

“Material Subsidiaries” shall mean Restricted Subsidiaries of the U.S. Borrower constituting, individually or in the
aggregate (as if such Restricted Subsidiaries constituted a single Subsidiary), a “significant subsidiary” in accordance with Rule 1-02 under Regulation S-X.

 “Materials of Environmental Concern” shall mean any pollutants, contaminants, hazardous or toxic substances or materials
or wastes defined, listed, or regulated as such in or under, or which may give rise to liability under, any applicable Environmental Law, including gasoline, petroleum (including crude oil or any fraction thereof), petroleum products or by-products, asbestos, per- or polyfluoroalkyl substances and polychlorinated biphenyls. 

“Maximum Incremental Facilities Amount” shall have the meaning given to such term in the Cash Flow Credit Agreement as in
effect on the Closing Date. 
 “Minimum Borrowing Amount” shall mean (a) with respect to a Borrowing of Term SOFR
Loans, Alternative Currency Term Rate Loans or Alternative Currency Daily Rate Loan, the Dollar Equivalent of $5,000,000 and (b) with respect to a Borrowing of ABR Loans and Canadian Prime Rate Loans, the Dollar Equivalent of $1,000,000. 

“Minimum Extension Condition” shall have the meaning provided in Section 2.17(b). 

“Minimum Tranche Amount” shall have the meaning provided in Section 2.17(b). 

“Monthly Borrowing Base Certificate” shall have the meaning provided in Section 8.1(o). 

“Moody’s” shall mean Moody’s Investors Service, Inc., and its successors. 

“Multiemployer Plan” shall mean a Plan which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA. 

  
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 “Net Cash Proceeds” shall mean, with respect to any issuance or sale of any
securities of the U.S. Borrower or any Subsidiary by the U.S. Borrower or any Subsidiary, or any capital contribution, or any Incurrence of Indebtedness, the amount of cash proceeds of such issuance, sale, contribution or Incurrence net of
attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance, sale, contribution or Incurrence
and net of all taxes paid or payable as a result, or in respect, thereof. 
 “Net Orderly Liquidation Value” shall mean,
with respect to the Inventory of a U.S. Loan Party, Canadian Loan Party or European Borrower at any time, the orderly liquidation value (net of costs and expenses estimated to be incurred in connection with such liquidation) of such Loan
Party’s Inventory that is estimated to be recoverable in an orderly liquidation of such Inventory, expressed as a percentage of the net book value thereof, such percentage to be as determined from time to time by reference to the most recent
Inventory appraisal completed by a qualified third-party appraisal company (approved by the applicable Administrative Agent in its reasonable discretion) delivered to such Administrative Agent. 

“New Lender” shall have the meaning provided in Section 2.16(c). 

“Non-Borrowing Base Foreign Guarantee” shall mean, collectively, the guarantees by
the Non-Borrowing Base Foreign Guarantor in favor of the Collateral Agent for the benefit of the Secured Parties in respect of the Obligations made pursuant to the
Non-Borrowing Base Guaranty Agreement or otherwise. 

“Non-Borrowing Base Foreign Guarantor” shall mean each Foreign Subsidiary (other than
a Canadian Subsidiary, U.S. Subsidiary or a European Borrower) that provides a Guarantee of the Obligations by becoming a party to the Non-Borrowing Base Guaranty Agreement or otherwise on or after the
Amendment No. 1 Effective Date pursuant to Section 8.8; provided that on the Second Restatement Effective Date Univar Netherlands Holding B.V. shall cease to be a
Non-Borrowing Base Foreign Guarantor and will instead be the European Parent Borrower. 
 “Non-Borrowing Base Foreign Guarantor Documentation Principles” shall mean the principles set forth in Schedule 1.1(a). 

“Non-Borrowing Base Guaranty Agreement” shall mean the
Non-Borrowing Base Guaranty Agreement, in form and substance reasonably satisfactory to the Administrative Agent, delivered to the Administrative Agent by each Foreign Subsidiary that becomes a Non-Borrowing Base Foreign Guarantor on or after the Amendment No. 1 Effective Date pursuant to Section 8.8 hereof, as the same may be amended, supplemented, waived or otherwise
modified from time to time; provided that on the Second Restatement Effective Date the Administrative Agent and the U.S. Borrower agree that, without prejudice to its continuing obligations under the Loan Documents as the European Parent
Borrower and Guarantor, the European Parent Borrower shall be released from the Non-Borrowing Base Guaranty Agreement on the Second Restatement Effective Date. 

“Non-Consenting Lender” shall have the meaning provided in
Section 12.7(b). 
 “Non-Cooperative Jurisdiction” shall
mean a tax haven country, a low-tax jurisdiction or a non-cooperative jurisdiction within the meaning of article 307, §1/2 of the Belgian Income Tax Code 1992 or
any successor provision. 
 “Non-Lender Secured Parties” shall mean the collective
reference to all Bank Products Providers, Hedging Providers and Management Credit Providers and their respective successors, assigns and transferees. 

“Non-U.S. Lender” shall mean any Lender that is not a U.S. Person. 

“Non-U.S. Letter of Credit Issuer” shall mean a Letter of Credit Issuer other than a
U.S. Letter of Credit Issuer. 

  
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 “Non-Wholly Owned Subsidiary” shall
mean each Subsidiary that is not a Wholly Owned Subsidiary. 
 “North American Availability Reserve” shall have the meaning
provided in the definition of “European Borrowing Base”. 
 “North American Borrowing Base” shall mean, on any
date, an amount equal to the Dollar Equivalent of (u) 85% multiplied by the book value of Eligible Accounts (other than Eligible Investment Grade Accounts) of the North American Loan Parties on such date plus (v) 85% multiplied by the Net
Orderly Liquidation Value of Eligible Inventory (without duplication) of the North American Loan Parties on such date plus (w) 90% multiplied by the book value of Eligible Investment Grade Accounts of the North American Loan Parties on such
date plus (x) 100% multiplied by the amount of cash of the North American Loan Parties held in deposit accounts, in each case, with an affiliate of the U.S. Administrative Agent or any other bank reasonably satisfactory to the Administrative
Agent and, in each case, subject to a valid and perfected first priority security interest in favor of the Collateral Agent and control agreements (in form and substance reasonably satisfactory to the Collateral Agent) in favor of the Collateral
Agent (without duplication) plus (y) at the election of the U.S. Borrower at the time of delivery of the relevant Borrowing Base Certificate, an amount not to exceed the excess of (i) the European Borrowing Base at such time
minus (ii) the Aggregate European Revolving Exposure at such time, subject to a Reserve against the European Borrowing Base in an amount equal to such amount so elected (the “European Availability Reserve”) minus
(z) any Reserves on such date established by the Administrative Agent with respect to the North American Borrowing Base. 

“North American Loan Parties” shall mean, the U.S. Loan Parties and the Canadian Loan Parties. 

“Notice of Borrowing” shall mean a Canadian Notice of Borrowing, a U.S. Notice of Borrowing, a European Notice of Borrowing
or a Term Notice of Borrowing, as the context requires. 
 “Notice of Conversion or Continuation” shall mean a U.S. Notice
of Conversion or Continuation, a Canadian Notice of Conversion or Continuation or a European Notice of Conversion or Continuation as the context requires. 

“Obligations” and “Secured Obligations” shall mean (x) all obligations of the Borrowers and the other
Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest and fees, if any (including interest and fees accruing during (or that would accrue but
for) the pendency of any bankruptcy, insolvency, receivership, administration or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans and Letters of Credit and reimbursement obligations, when and as
due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent,
fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership, administration or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the U.S.
Borrower and the other Loan Parties under this Agreement and the other Loan Documents and (y) all other obligations and liabilities, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or
otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership, administration or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the U.S. Borrower and
the other Loan Parties or other Subsidiaries of the U.S. Borrower, as applicable, under any Secured Cash Management Agreements or Secured Hedge Agreements or any Management Guarantee entered into with any Management Credit Provider or any other
document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement obligations, amounts payable in connection with any such Cash Management Agreements or a termination of any transaction
entered into pursuant to any such Secured Hedge Agreements, fees, indemnities, costs, expenses or otherwise (including, without limitation, all reasonable fees, expenses and disbursements of counsel to the Administrative Agent or any other Secured
Party that are required to be paid by any Loan Party pursuant to the terms of the Credit Agreement or any other Loan Document); provided that the Secured Obligations shall not include any Excluded Swap Obligations (as defined in the Guarantee
and Collateral); provided that, the “Obligation” and the “Secured Obligations” shall in no event include any Excluded Swap Obligations. For the avoidance of doubt, “Obligations” and “Secured
Obligations” includes, the Letter of Credit Obligations, the U.S. Obligations, the Canadian Obligations and the European Obligations. 

  
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 “OFAC” shall have the meaning provided in
Section 7.21. 
 “Organizational Documents” shall mean, with respect to any Person, (a) the
articles of incorporation, certificate of incorporation or certificate of formation (or the equivalent organizational documents) of such Person and (b) the bylaws, operating agreement, memorandum of association or articles of association (or
the equivalent governing documents) of such Person. 
 “Other Representatives” shall mean BofA Securities, Wells Fargo Bank
N.A., JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc. and Goldman Sachs Bank USA, in their capacities as Joint Lead Arrangers and Joint Bookrunners. 

“Other Taxes” shall mean any and all present or future stamp, registration, documentary or any other excise, property or
similar taxes (including interest, fines, penalties, additions to tax and related expenses with regard thereto) arising from any payment made or required to be made under this Agreement or any other Loan Document or from the execution or delivery
of, registration or enforcement of, consummation or administration of, or otherwise with respect to, this Agreement or any other Loan Document. 

“Outstanding Amount” shall mean (a) with respect to Loans on any date, the Dollar Equivalent amount of the
aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Loans occurring on such date; and (b) with respect to any Letter of Credit Obligations on any date, the Dollar Equivalent
amount of the aggregate outstanding amount of such Letter of Credit Obligations on such date after giving effect to any issuance of any Letter of Credit occurring on such date and any other changes in the aggregate amount of the Letter of Credit
Obligations as of such date, including as a result of any reimbursements by the Borrowers of any drawings under Letters of Credit on such date. 

“Overnight Rate” shall mean, for any day, (a) with respect to any amount denominated in Dollars, the greater of
(i) the Federal Funds Effective Rate and (ii) an overnight rate determined by the Administrative Agent, any Letter of Credit Issuer, or Swingline Lender, as the case may be, in accordance with banking industry rules on interbank
compensation, and (b) with respect to any amount denominated in an Alternative Currency, an overnight rate determined by the Administrative Agent any Letter of Credit Issuer, as the case may be, in accordance with banking industry rules on
interbank compensation. 
 “Parallel Debt” has the meaning given to that term in paragraph (a) of
Section 10.10. 
 “Parent Entity” shall mean any Other Parent and any other Person that is a
Subsidiary of any Other Parent and of which the U.S. Borrower is a Subsidiary. As used herein, “Other Parent” shall mean a Person of which the U.S. Borrower becomes a Subsidiary after the Closing Date that is designated by the U.S.
Borrower as an “Other Parent” and solely for so long as the U.S. Borrower remains a Subsidiary of such Person, provided that either (x) immediately after the U.S. Borrower first becomes a Subsidiary of such Person, more than
50.0% of the Voting Stock of such Person shall be held by one or more Persons that held more than 50.0% of the Voting Stock of the U.S. Borrower or a Parent Entity of the U.S. Borrower immediately prior to the U.S. Borrower first becoming such
Subsidiary or (y) such Person shall be deemed not to be an Other Parent for the purpose of determining whether a Change of Control shall have occurred by reason of the U.S. Borrower first becoming a Subsidiary of such Person. The U.S. Borrower
shall not in any event be deemed to be a “Parent Entity.” 
 “Parent Expenses” shall mean (i) costs
(including all professional fees and expenses) incurred by any Parent Entity in connection with maintaining its existence or in connection with its reporting obligations under, or in connection with compliance with, applicable laws or applicable
rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement or any other agreement or instrument relating to Indebtedness of the U.S. Borrower or any Restricted Subsidiary, including in respect of any reports
filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder, (ii) expenses incurred by any Parent Entity in connection with the acquisition, development, maintenance, ownership,
prosecution, protection 

  
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and defense of its intellectual property and associated rights (including but not limited to trademarks, service marks, trade names, trade dress, patents, copyrights and similar rights, including
registrations and registration or renewal applications in respect thereof; inventions, processes, designs, formulae, trade secrets, know-how, confidential information, computer software, data and
documentation, and any other intellectual property rights; and licenses of any of the foregoing), or assertions of infringement, misappropriation, dilution or other violation of third-party intellectual property or associated rights, to the extent
such intellectual property and associated rights relate to the business or businesses of the U.S. Borrower or any Subsidiary thereof, (iii) indemnification obligations of any Parent Entity owing to directors, officers, employees or other
Persons under its charter or by-laws or pursuant to written agreements with or for the benefit of any such Person, or obligations in respect of director and officer insurance (including premiums therefor),
(iv) other administrative and operational expenses of any Parent Entity incurred in the ordinary course of business, (v) fees and expenses incurred by any Parent Entity in connection with maintenance and implementation of any management equity
incentive plan associated with the management of the U.S. Borrower and its Restricted Subsidiaries, and (vi) fees and expenses incurred by any Parent Entity in connection with any offering of Capital Stock or Indebtedness, (w) which
offering is not completed, or (x) where the net proceeds of such offering are intended to be received by or contributed or loaned to the U.S. Borrower or a Restricted Subsidiary, or (y) in a prorated amount of such expenses in proportion
to the amount of such net proceeds intended to be so received, contributed or loaned, or (z) otherwise on an interim basis prior to completion of such offering so long as any Parent Entity shall cause the amount of such expenses to be repaid to
the U.S. Borrower or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed. 

“Participant” shall have the meaning provided in Section 12.6(c). 

“Participant Register” shall have the meaning provided in Section 12.6(c)(i). 

“Participating Member State” shall mean each state so described in any EMU Legislation. 

“Patriot Act” shall have the meaning provided in Section 12.18. 

“Payment Conditions” shall be deemed to be satisfied on any date if, after giving pro forma effect to any specified action
occurring on such date (i) no Specified Event of Default has occurred and (ii) either (A) Combined Testing Availability is greater than or equal to 15% of the Combined Line Cap or (B) (x) the Combined Testing Availability shall be
greater than 10.0% of the Combined Line Cap (or, solely for purposes of Section 9.2, 12.5% of the Combined Line Cap) and (y) on a pro forma basis, the Borrowers shall be in compliance with a minimum Consolidated Fixed
Charge Coverage Ratio of 1.0 to 1.0. 
 “PBA” shall mean the Pension Benefits Act (Ontario) and all regulations
thereunder as amended from time to time and any successor legislation thereto. 
 “PBGC” shall mean the Pension Benefit
Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor thereto). 
 “Pensions
Regulator” shall mean the body corporate called the Pensions Regulator established under Part I of the Pensions Act 2004 (U.K.). 

“Permitted Holders” shall mean any of the following: (i) any of the Management Investors and their respective Affiliates
and (ii) any Person acting in the capacity of an underwriter (solely to the extent that and for so long as such Person is acting in such capacity) in connection with a public or private offering of Capital Stock of any Parent Entity or the U.S.
Borrower. 
 “Permitted Investment” shall mean an Investment by the U.S. Borrower or any Restricted Subsidiary in, or
consisting of, any of the following: 
 (i) (x) a Loan Party in another Loan Party (other than a Non-Borrowing Base Foreign Guarantor), (y) a Non-Borrowing Base Foreign Guarantor or a Restricted Subsidiary that is not a Loan Party in the U.S. Borrower or any Restricted
Subsidiary, or a Person that will, upon the making of such Investment, 

  
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become a Restricted Subsidiary (and any Investment held by such Person that was not acquired by such Person, or made pursuant to a commitment by such Person that was not entered into, in
contemplation of so becoming a Restricted Subsidiary) or (z) other Investments in Restricted Subsidiaries in an aggregate amount outstanding not to exceed $100 million; 

(ii) another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or
conveys all or substantially all its assets to, or is liquidated into, the U.S. Borrower or a Restricted Subsidiary (and, in each case, any Investment held by such other Person that was not acquired by such Person in contemplation of such merger,
consolidation or transfer); 
 (iii) Temporary Cash Investments, Investment Grade Securities or Cash Equivalents; 

(iv) receivables owing to the U.S. Borrower or any Restricted Subsidiary, if created or acquired in the ordinary course of
business; 
 (v) any securities or other Investments received as consideration in, or retained in connection with, sales or
other dispositions of property or assets, including Asset Dispositions made in compliance with Section 8.4; 

(vi) securities or other Investments received in settlement of debts created in the ordinary course of business and owing to,
or of other claims asserted by, the U.S. Borrower or any Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction of judgments, including in connection with any bankruptcy proceeding or other
reorganization of another Person; 
 (vii) Investments in existence or made pursuant to legally binding written commitments
in existence on the Closing Date and set forth on Schedule 1.1(f) to this Agreement, and in each case any extension, modification, replacement, reinvestment or renewal thereof; provided that the amount of any such Investment may be
increased in such extension, modification, replacement, reinvestment or renewal only (x) as required by the terms of such Investment or binding commitment as in existence on the Closing Date or (y) as otherwise permitted by this Agreement;

 (viii) Currency Agreements, Interest Rate Agreements, Commodities Agreements and related Hedging Obligations, which
obligations are Incurred in compliance with Section 8.1; 
 (ix) pledges or deposits (x) with
respect to leases or utilities provided to third parties in the ordinary course of business or (y) otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under
Section 8.6; 
 (x) (1) Investments in or by any Special Purpose Subsidiary, or in connection
with a Financing Disposition by, to, in or in favor of any Special Purpose Entity, including Investments of funds held in accounts permitted or required by the arrangements governing such Financing Disposition or any related Indebtedness, or
(2) any promissory note issued by the U.S. Borrower or any Parent Entity, provided that if such Parent Entity receives cash from the relevant Special Purpose Entity in exchange for such note, an equal cash amount is contributed by any
Parent Entity to the U.S. Borrower; 
 (xi) bonds secured by assets leased to and operated by the U.S. Borrower or any
Restricted Subsidiary that were issued in connection with the financing of such assets so long as the U.S. Borrower or any Restricted Subsidiary may obtain title to such assets at any time by paying a nominal fee, canceling such bonds and
terminating the transaction; 
 (xii) Investments so long as on a pro forma basis, the Payment Conditions are satisfied; 

(xiii) any Investment to the extent made using Capital Stock of the U.S. Borrower (other than Disqualified Stock), Capital
Stock of any Parent Entity or Junior Capital as consideration; 

  
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 (xiv) Management Advances; 

(xv) other Investments in an aggregate amount outstanding at any time not to exceed an amount equal to the greater of
$600.0 million and 65% of LTM EBITDA (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), plus
the amount of any returns (including dividends, payments, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) in respect of such Investments 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 is made in any Person that is not the U.S. Borrower or a Restricted Subsidiary at the
date of the making of such Investment and such Person becomes the U.S. Borrower or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (i) above and shall cease to have been
made pursuant to this clause (xv); 
 (xvi) any transaction to the extent it constitutes an Investment that is permitted by
and made in accordance with the provisions of Section 9.5(b) (except transactions described in clauses (i), (ii)(4), (iii), (v), (vi), (ix) and (x) therein), including any Investment pursuant to any transaction
described in Section 9.5(b)(ii) (whether or not any Person party thereto is at any time an Affiliate of the U.S. Borrower); 

(xvii) any Investment by any Captive Insurance Subsidiary in connection with the provision of insurance to the U.S. Borrower or
any of its Subsidiaries, which Investment is made in the ordinary course of business of such Captive Insurance Subsidiary, or by reason of applicable law, rule, regulation or order, or that is required or approved by any regulatory authority having
jurisdiction over such Captive Insurance Subsidiary or its business, as applicable 
 (xviii) other Investments in any Non-Borrowing Base Foreign Guarantor that has outstanding Indebtedness with respect to which a Loan Party is a co-borrower or a guarantor, so long as the proceeds of such
Investments are used to make payments in respect of such Indebtedness; 
 (xix) Investments consisting of purchases or other
acquisitions of inventory, supplies, services, material or equipment or the licensing (including sublicensing) of intellectual property pursuant to joint marketing or similar arrangements with other Persons; 

(xx) any Investment in any joint venture in connection with intercompany cash management arrangements or related activities
arising in the ordinary course of business or consistent with past practice; and 
 (xxi) Investments made in the ordinary
course of business or consistent with past practice in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors in the ordinary course of business or consistent with past practice. 

If any Investment pursuant to clause (xv) above is made (x) by any Loan Party in any Person that is not a Loan Party (other than a Non-Borrowing Base Foreign Guarantor) or (y) by any Non-Borrowing Base Foreign Guarantor or any Restricted Subsidiary that is not a Loan Party in any Person that is not a
Restricted Subsidiary and such Person thereafter (A) becomes a Loan Party (other than a Non-Borrowing Base Foreign Guarantor) or Restricted Subsidiary, respectively, or (B) is merged or consolidated
into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, a Loan Party (other than a Non-Borrowing Base Foreign Guarantor) or a Restricted Subsidiary, respectively, then
such Investment shall thereafter be deemed to have been made pursuant to clause (i) or (ii) above, as applicable, and not clause (xv) above. 

“Permitted Liens” shall mean: 

(a) Liens for taxes, assessments or other governmental charges not yet delinquent or the nonpayment of which in the aggregate
would not reasonably be expected to have a material adverse effect on the U.S. Borrower and its Restricted Subsidiaries, taken as a whole, or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect
thereto are maintained on the books of the U.S. Borrower or a Subsidiary thereof, as the case may be, in accordance with GAAP; 

  
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 (b) Liens with respect to outstanding motor vehicle fines and
carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business in respect of obligations that are not overdue for a period of more than 60
days or that are bonded or that are being contested in good faith and by appropriate proceedings; 
 (c) pledges, deposits or
Liens in connection with workers’ compensation, professional liability insurance, insurance programs, unemployment insurance and other social security and other similar legislation or other insurance-related obligations (including pledges or
deposits securing liability to insurance carriers under insurance or self-insurance arrangements); 
 (d) pledges, deposits
or Liens to secure the performance of bids, tenders, trade, government or other contracts (other than for borrowed money), obligations for utilities, leases, licenses, statutory obligations, completion guarantees, surety, judgment, appeal or
performance bonds, other similar bonds, instruments or obligations, and other obligations of a like nature incurred in the ordinary course of business; 

(e) easements (including reciprocal easement agreements),
rights-of-way, building, zoning and similar restrictions, utility agreements, covenants, reservations, restrictions, encroachments, charges, and other similar
encumbrances or title defects or irregularities incurred, (ii) any other matters that would be disclosed in an accurate survey affecting real property or (iii) leases or subleases granted, licensed or sublicensed, or occupancy agreements
granted to others, whether or not of record, and whether now in existence or hereafter entered into, in the ordinary course of business, which do not in the aggregate materially interfere with the ordinary conduct of the business of the U.S.
Borrower and its Restricted Subsidiaries, taken as a whole; 
 (f) Liens existing on, or provided for under written
arrangements existing on, the Second Restatement Effective Date and set forth on Schedule 1.1(e) to this Agreement, or (in the case of any such Liens securing Indebtedness of the U.S. Borrower or any of its Subsidiaries existing or arising
under written arrangements existing on the Closing Date) securing any Refinancing Indebtedness in respect of such Indebtedness (other than Indebtedness Incurred under Section 9.1(b)(i) and secured under clause (k)(1) of
this definition), so long as the Lien securing such Refinancing Indebtedness is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or
under such written arrangements could secure) the original Indebtedness; 
 (g) (i) mortgages, liens, security
interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which the U.S. Borrower or any Restricted Subsidiary of the U.S. Borrower has easement rights
or on any leased property and subordination or similar agreements relating thereto and (ii) any condemnation or eminent domain proceedings affecting any real property; 

(h) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Hedging
Obligations, Bank Products Obligations, Purchase Money Obligations or Capitalized Lease Obligations Incurred in compliance with Section 9.1; provided that any such Liens on the Collateral are subject to the
Intercreditor Agreement; 
 (i) Liens arising out of judgments, decrees, orders or awards in respect of which the U.S.
Borrower or any Restricted Subsidiary shall in good faith be prosecuting an appeal or proceedings for review, which appeal or proceedings shall not have been finally terminated, or if the period within which such appeal or proceedings may be
initiated shall not have expired; 
 (j) leases, subleases, licenses, sublicenses or occupancy agreements to or from third
parties; 

  
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 (k) Liens securing Indebtedness (including Liens securing any obligations in
respect thereof) consisting of (1) Indebtedness Incurred in compliance with Section 9.1(b)(i), provided, that any Liens on Collateral securing such Indebtedness (other than Liens securing the Obligations
pursuant to the Loan Documents) shall be subject to the Intercreditor Agreement, (2) Indebtedness Incurred in compliance with clauses (b)(iv), (b)(v), (b)(vii), (b)(viii), (b)(xv) or clauses (b)(iii)(B) and (C) of
Section 9.1 (other than Refinancing Indebtedness Incurred in respect of Indebtedness described in Sections 9.1(a)), (3) any Indebtedness Incurred in compliance with Section 9.1(b)(xiii),
provided that any Liens securing such Indebtedness shall rank junior to the Liens securing the Obligations and shall be subject to the Intercreditor Agreement, (4) (A) Acquisition Indebtedness Incurred in compliance with
Section 9.1(b)(x) or (xi), provided that (x) such Liens are limited to all or part of the same property or assets, including Capital Stock (plus improvements, accessions, proceeds or dividends or
distributions in respect thereof, or replacements of any thereof) acquired, or of any Person acquired or merged or consolidated with or into the U.S. Borrower or any Restricted Subsidiary, in any transaction to which such Acquisition Indebtedness
relates, (y) if such Liens are not junior to the Liens securing the Obligations pursuant to the Intercreditor Agreement, on the date of the Incurrence of such Indebtedness after giving effect to such Incurrence, the Consolidated Secured
Leverage Ratio would equal or be less than the Consolidated Secured Leverage Ratio immediately prior to giving effect thereto or (z) such Liens rank junior to the Liens securing the Obligations and shall be subject to the Intercreditor
Agreement, or (B) any Refinancing Indebtedness Incurred in respect thereof, (5) Indebtedness of any Restricted Subsidiary that is not a Loan Party (limited, in the case of this clause (k)(5), to Liens on any of the property and assets of
any Restricted Subsidiary that is not a Loan Party) and (6) obligations in respect of Management Advances or Management Guarantees, in each case under the foregoing clauses (1) through (6) including Liens securing any Guarantee of any
thereof; 
 (l) Liens existing on property or assets of a Person at, or provided for under written arrangements existing at,
the time such Person becomes a Subsidiary of the U.S. Borrower (or at the time the U.S. Borrower or a Restricted Subsidiary acquires such property or assets, including any acquisition by means of a merger or consolidation with or into the U.S.
Borrower or any Restricted Subsidiary); provided, however, that such Liens and arrangements are not created in connection with, or in contemplation of, such other Person becoming such a Subsidiary (or such acquisition of such property
or assets), and that such Liens are limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which
such Liens arose, could secure) the obligations to which such Liens relate; provided, further, that for purposes of this clause (l), if a Person other than the U.S. Borrower is the Successor U.S. Borrower with respect thereto, any
Subsidiary thereof shall be deemed to become a Subsidiary of the U.S. Borrower, and any property or assets of such Person or any such Subsidiary shall be deemed acquired by the U.S. Borrower or a Restricted Subsidiary, as the case may be, when such
Person becomes such Successor U.S. Borrower; 
 (m) Liens on Capital Stock, Indebtedness or other securities of an
Unrestricted Subsidiary or joint venture that secure Indebtedness or other obligations of such Unrestricted Subsidiary or joint venture, respectively; 

(n) any encumbrance or restriction (including, but not limited to, pursuant to put and call agreements or buy/sell
arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement; 

(o) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Refinancing
Indebtedness Incurred in respect of any Indebtedness (other than any Indebtedness described in clause (k)(1) above of this definition) secured by, or securing any refinancing, refunding, extension, renewal or replacement (in whole or in part) of any
other obligation secured by, any other Permitted Liens, provided that any such new Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof)
that secured (or, under the written arrangements under which the original Lien arose, could secure) the obligations to which such Liens relate; 

  
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 (p) Liens (1) arising by operation of law (or by agreement to the same
effect) in the ordinary course of business, including Liens arising under or by reason of the Perishable Agricultural Commodities Act of 1930, as amended from time to time, (2) on property or assets under construction (and related rights) in
favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets, (3) on receivables (including related rights), (4) on cash set aside at the time of the Incurrence of any
Indebtedness or government securities purchased with such cash, in either case to the extent that such cash or government securities prefund the payment of interest on such Indebtedness and are held in an escrow account or similar arrangement to be
applied for such purpose, (5) securing or arising by reason of any netting or set-off or customer deposit arrangement entered into in the ordinary course of banking or other trading activities (including
in connection with purchase orders and other agreements with customers), (6) (A) on assets of a U.S. Loan Party in favor of another U.S. Loan Party, (B) on assets of a Canadian Loan Party in favor of another Loan Party (other than a Non-Borrowing Base Foreign Guarantor), (C) on assets of a European Borrower in favor of another European Borrower, (D) on assets of a European Borrower in favor of another Loan Party (other than a Non-Borrowing Base Foreign Guarantor) or (E) on assets of a Non-Borrowing Base Foreign Guarantor or a Restricted Subsidiary that is not a Loan Party in favor of the U.S.
Borrower or any Restricted Subsidiary, (7) arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business, (8) on inventory or other goods and
proceeds securing obligations in respect of bankers’ acceptances issued or created to facilitate the purchase, shipment or storage of such inventory or other goods, (9) relating to pooled deposit or sweep accounts to permit satisfaction of
overdraft, cash pooling or similar obligations incurred in the ordinary course of business, (10) attaching to commodity trading or other brokerage accounts incurred in the ordinary course of business, (11) arising in connection with
repurchase agreements permitted under Section 9.1 on assets that are the subject of such repurchase agreements, or (12) arising under the PBA or other applicable pension standards legislation in Canada in respect of
pension plan contribution amounts not yet due, (13) on equipment of the U.S. Borrower or any of its Restricted Subsidiaries granted in the ordinary course of business to the U.S. Borrower’s or a Restricted Subsidiary’s
customers or (13) (x) on accounts receivable or notes receivable (including any ancillary rights pertaining thereto) purported to be sold in connection with any factoring agreement or similar arrangements to secure
obligations owed under such factoring agreement or similar arrangements and (y) any bank accounts used by the U.S. Borrower or any Restricted Subsidiary in connection with any factoring agreement or any similar arrangements; 

(q) other Liens securing Indebtedness or other obligations that in the aggregate at any time outstanding do not exceed an
amount equal to the greater of $500.0 million and 55.0% of LTM EBITDA at the time of Incurrence of such Indebtedness or other obligations; provided that such Liens, if attaching to any ABL Priority Collateral, shall be junior to the
Liens securing the Obligations and subject to an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent and the U.S. Borrower; and 

(r) Liens on assets of Restricted Subsidiaries that are not Loan Parties securing Indebtedness (including Liens securing any
Obligations in respect thereof) or other obligations of, or in favor of, any Special Purpose Entity, or in connection with a Special Purpose Financing or otherwise, Incurred pursuant to clause (b)(ix) of Section 9.1; and

 (s) Liens created or arising under the general terms and conditions (algemene bankvoorwaarden) of any member of the
Dutch Bankers’ Association (Nederlandse Vereniging van Banken), (in particular under any Liens arising under clause 24 or clause 25 thereof as amended or substituted from time to time) or any similar term applied by a financial
institution in the Netherlands pursuant to its general terms and conditions. 
 For purposes of determining compliance with this definition,
(w) a Lien need not be incurred solely by reference to one category of Permitted Liens described in this definition but may be incurred under any combination of such categories (including in part under one such category and in part under any
other such category), (u) the principal amount of Indebtedness secured by a Lien outstanding under any category of Permitted Liens shall be determined after giving effect to the application of proceeds of any such Indebtedness to
refinance any such other Indebtedness, (v) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens, the U.S. Borrower shall, in its sole discretion, classify or reclassify
such Lien (or any 

  
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portion thereof) in any manner that complies with this definition, (w) any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of
such Indebtedness shall also be permitted to secure any increase in the amount of such Indebtedness in connection with the accrual of interest, the accretion of accreted value, the payment of interest in the form of additional Indebtedness and the
payment of dividends on Capital Stock constituting Indebtedness in the form of additional shares of the same class of Capital Stock, (x)in the event that a portion of Indebtedness secured by a Lien could be classified as secured in part
pursuant to clause (k)(1) above in respect of Indebtedness Incurred pursuant to Section 9.1(b)(i)(II) and clause (ii) of the definition of “Maximum Incremental Facilities Amount” in the Cash Flow Credit
Agreement as in effect on the Closing Date (giving effect to the Incurrence of such portion of such Indebtedness), the U.S. Borrower, in its sole discretion, may classify such portion of such Indebtedness (and any Obligations in respect thereof) as
having been secured pursuant to clause (k)(1) above in respect of Indebtedness Incurred pursuant to Section 9.1(b)(i)(II) and clause (ii) of the definition of “Maximum Incremental Facilities Amount” in the
Cash Flow Credit Agreement as in effect on the Closing Date and the remainder of the Indebtedness as having been secured pursuant to one or more of the other clauses of this definition and (y) if any Liens securing Indebtedness are Incurred to
refinance Liens securing Indebtedness initially Incurred (or, to refinance Liens Incurred to refinance Liens initially Incurred) in reliance on a basket measured by reference to a percentage of LTM EBITDA or by reference to a dollar amount at the
time of incurrence, and such refinancing (or any subsequent refinancing) would cause the percentage of LTM EBITDA or dollar amount restriction to be exceeded if calculated based on the LTM EBITDA or dollar amount on the date of such refinancing,
such percentage of LTM EBITDA or dollar amount restriction shall not be deemed to be exceeded (and such refinancing Lien shall be deemed permitted) so long as the principal amount of such refinancing Indebtedness secured by such Liens does not
exceed an amount equal to the principal amount of such Indebtedness secured by such Liens being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid
interest) Incurred or payable in connection with such refinancing. 
 “Permitted Payment” shall have the meaning provided
in Section 9.2(b). 
 “Person” shall mean an individual, partnership, corporation, limited
liability company, unlimited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature. 

“Plan” shall mean at a particular time, any employee benefit plan which is covered by ERISA and in respect of which the U.S.
Borrower or a Commonly Controlled Entity is an “employer” as defined in Section 3(5) of ERISA but does not include any Foreign Plan. 

“Platform” shall mean Intralinks, SyndTrak Online or any other similar electronic distribution system. 

“PPSA” shall mean, the Personal Property Security Act (Ontario) (or any successor statute) or similar legislation of
any other jurisdiction the laws of which are required by such legislation to be applied in connection with the issue, perfection, enforcement, validity or effect of security interests. 

“Preferred Stock” shall mean as applied to the Capital Stock of any corporation or company, Capital Stock of any class or
classes (however designated) that by its terms is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation or company, over Capital Stock of any
other class of such corporation or company. 
 “prime rate” shall mean the “prime rate” referred to in the
definition of “ABR.” 
 “Proceeds of Crime Act” shall mean the Proceeds of Crime (Money Laundering) and
Terrorist Financing Act (Canada), as amended from time to time, and including all regulations thereunder. 
 “Process
Agent” shall have the meaning provided in Section 12.13(f). 
 “Progress Billing” shall
mean any invoice for goods sold or leased or services rendered under a contract or agreement pursuant to which the Account Debtor’s obligation to pay such invoice is conditioned upon the U.S. Loan Party or Canadian Loan Party’s completion
of any further performance under the contract or agreement. 

  
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 “Pro Rata Share” shall mean: 

(a) with respect to a U.S. Revolving Lender, a fraction (expressed as a percentage), the numerator of which is the amount of
such U.S. Revolving Lender’s U.S. Revolving Commitment and the denominator of which is the sum of the amounts of all of the U.S. Revolving Lenders’ U.S. Revolving Commitments (or if the U.S. Revolving Commitments have been terminated, such
percentage as most recently in effect prior to such termination and after giving effect to subsequent assignments); 
 (b)
with respect to a Canadian Revolving Lender, a fraction (expressed as a percentage), the numerator of which is the amount of such Canadian Revolving Lender’s Canadian Revolving Commitment and the denominator of which is the sum of the amounts
of all of the Canadian Revolving Lenders’ Canadian Revolving Commitments (or if the Canadian Revolving Commitments have been terminated, such percentage as most recently in effect prior to such termination and after giving effect to subsequent
assignments); 
 (c) with respect to a Term Lender of any Class, a fraction (expressed as a percentage), the numerator of
which is the amount of such Term Lender’s Term Commitment of such Class and the denominator of which is the sum of all Term Lenders’ Term Commitments of such Class (or, if the Term Commitments of such Class have been terminated,
a fraction (expressed as a percentage), the numerator of which is the Outstanding Amount of such Term Lender’s Term Loan of such Class and the denominator of which is the Outstanding Amount of all Term Lenders’ Term Loans of such
Class); 
 (d) with respect to a European Revolving Lender of any Class, a fraction (expressed as a percentage), the
numerator of which is the amount of such European Revolving Lender’s European Revolving Commitment of such Class and the denominator of which is the sum of all European Revolving Lenders’ European Revolving Commitments of such Class
(or, if the European Revolving Commitments of such Class have been terminated, a fraction (expressed as a percentage), the numerator of which is the Outstanding Amount of such European Revolving Lender’s European Revolving Loan of such
Class and the denominator of which is the Outstanding Amount of all European Revolving Lenders’ European Revolving Loans of such Class); and 

(e) with respect to an Additional Jurisdiction Revolving Lender of any Class, a fraction (expressed as a percentage), the
numerator of which is the amount of such Additional Jurisdiction Revolving Lender’s Additional Jurisdiction Revolving Commitment of such Class and the denominator of which is the sum of all Additional Jurisdiction Revolving Lenders’
Additional Jurisdiction Revolving Commitments of such Class (or, if the Additional Jurisdiction Revolving Commitments of such Class have been terminated, a fraction (expressed as a percentage), the numerator of which is the Outstanding Amount
of such Additional Jurisdiction Revolving Lender’s Additional Jurisdiction Revolving Loan of such Class and the denominator of which is the Outstanding Amount of all Additional Jurisdiction Revolving Lenders’ Additional Jurisdiction
Revolving Loans of such Class). 
 “PTE” shall mean a prohibited transaction class exemption issued by the U.S. Department
of Labor, as any such exemption may be amended from time to time. 
 “Public Lender” shall have the meaning provided in
Section 12.17(c). 
 “Purchase” shall have the meaning provided in clause (4) of the
definition of “Consolidated Coverage Ratio.” 
 “Purchase Money Obligations” shall mean any Indebtedness Incurred
to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets, and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any
Person owning such property or assets, or otherwise. 

  
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 “QFC” shall have the meaning provided in
Section 12.26(b). 
 “QFC Credit Support” shall have the meaning provided in
Section 12.26. 
 “Qualified Canadian Lender” shall mean a financial institution that (i) is
listed on Schedule I, II, or III of the Bank Act (Canada), (ii) has received an approval to have a financial establishment in Canada pursuant to Section 522.21 of the Bank Act (Canada), or (iii) is not a foreign bank for
purposes of the Bank Act (Canada). 
 “Rating Agency” shall mean S&P, Moody’s or Fitch or if no rating of
S&P, Moody’s or Fitch is publicly available, as the case may be, the equivalent of such rating selected by the U.S. Borrower and consented to by the Administrative Agent by any other nationally recognized statistical ratings organization.

 “Reallocated Additional Jurisdiction Revolving Commitment” shall mean, as to any Additional Jurisdiction Revolving
Lender, the obligation of such Additional Jurisdiction Revolving Lender, if any, to make Reallocated Additional Jurisdiction Revolving Loans and participate in other Credit Events as may be included in the applicable Reallocated Additional
Jurisdiction Revolving Facility, as the same may be changed from time to time pursuant hereto. 
 “Reallocated Additional
Jurisdiction Revolving Facility” shall have the meaning provided in Section 2.1(d). 

“Reallocated Additional Jurisdiction Revolving Loans” shall mean Revolving Loans pursuant to a Reallocated Additional
Jurisdiction Revolving Facility. 
 “Receivable” shall mean a right to receive payment pursuant to an arrangement with
another Person pursuant to which such other Person is obligated to pay, as determined in accordance with GAAP. 

“Recipient” shall mean the Administrative Agent, any Lender, any Letter of Credit Issuer or any other recipient of any
payment to be made by or on account of any obligation of any Loan Party hereunder. 
 “refinance” shall mean refinance,
refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell or extend (including pursuant to any defeasance or discharge mechanism); and the terms “refinances,” “refinanced” and
“refinancing” as used for any purpose in this Agreement shall have a correlative meaning. 
 “Refinancing
Indebtedness” shall mean Indebtedness that is Incurred to refinance Indebtedness (or utilized commitments in respect of Indebtedness) Incurred pursuant to this Agreement and the Loan Documents, the Senior Notes and any Indebtedness (or
unutilized commitment in respect of Indebtedness) existing on the Second Restatement Effective Date and set forth on Schedule 9.1 to this Agreement or Incurred (or established) in compliance with this Agreement (including Indebtedness of the
U.S. Borrower that refinances Indebtedness of any Restricted Subsidiary (to the extent permitted in this Agreement) and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of another Restricted Subsidiary) including Indebtedness
that refinances Refinancing Indebtedness, and Indebtedness Incurred pursuant to a commitment that refinances any Indebtedness or unutilized commitment; provided that (1) if such Indebtedness is Subordinated Obligations, the Refinancing
Indebtedness (x) has a final Stated Maturity at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the final Stated Maturity of the Indebtedness being refinanced (or, if shorter, the Initial Term Maturity Date),
(y) has a weighted average life to maturity at the time such Refinancing Indebtedness is Incurred that is equal to or longer than the remaining weighted average life to maturity of the Indebtedness being refinanced (or, if shorter, the remaining
weighted average life to maturity of the Cash Flow Term Loans) and (z) if an Event of Default under Section 10.1 or 10.5 is continuing, is subordinated in right of payment to the Obligations to the same extent
as the Indebtedness being refinanced, (2) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued 

  
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with original issue discount, an aggregate issue price) that is equal to or less than the sum of (x) the aggregate principal amount then outstanding of the Indebtedness being refinanced,
plus (y) an amount equal to any unutilized commitment relating to the Indebtedness being refinanced or otherwise then outstanding under the financing arrangement being refinanced to the extent the unutilized commitment being refinanced
could be drawn in compliance with Section 9.1 immediately prior to such refinancing, plus (z) fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred
or payable in connection with such Refinancing Indebtedness, (3) Refinancing Indebtedness shall not include (x) Indebtedness of (A) a Restricted Subsidiary that is not a Loan Party that refinances Indebtedness of Loan Party or
(B) a Canadian Loan Party that refinances Indebtedness of a U.S. Loan Party, in either case, that could not have been initially Incurred by such Restricted Subsidiary or Canadian Loan Party, respectively, pursuant to
Section 9.1 or (y) Indebtedness of the U.S. Borrower or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary, and (4) if the Indebtedness being refinanced is secured by a Lien on the
Collateral that is subject to the Intercreditor Agreement, the Liens securing such new Indebtedness shall be subject to the Intercreditor Agreement or a customary intercreditor agreement reasonably satisfactory to the Administrative Agents and the
U.S. Borrower. 
 “Register” shall have the meaning provided in Section 12.6(b)(iv). 

“Regulation D” shall mean Regulation D of the Board as in effect from time to time. 

“Regulation S-X” shall mean Regulation
S-X promulgated by the SEC, as in effect on the Closing Date. 
 “Regulation T”
shall mean Regulation T of the Board as in effect from time to time. 
 “Regulation U” shall mean Regulation U of the Board
as in effect from time to time. 
 “Regulation X” shall mean Regulation X of the Board as in effect from time to time. 

“Related Business” shall mean those businesses in which the U.S. Borrower or any of its Subsidiaries is engaged on the
Closing Date, or that are similar, related, complementary, incidental or ancillary thereto or extensions, developments or expansions thereof. 

“Related Parties” shall mean, with respect to any Person, such Person’s affiliates and the partners, officers,
directors, trustees, employees, shareholders, members, attorneys and other advisors, agents and controlling persons of such person and of such person’s affiliates and “Related Party” shall mean any of them. 

“Related Taxes” shall mean (x) any taxes, charges or assessments, including but not limited to sales, use, transfer,
rental, ad valorem, value added, stamp, property, consumption, franchise, license, capital, net worth, gross receipts, excise, occupancy, intangibles or similar taxes, charges or assessments (other than federal, state or local taxes measured by
income and federal, state or local withholding imposed by any government or other taxing authority on payments made by any Parent Entity other than to another Parent Entity), required to be paid by any Parent Entity by virtue of its being
incorporated or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other than the U.S. Borrower, any of its Subsidiaries or, any Parent Entity), or being a holding company
parent of the U.S. Borrower, any of its Subsidiaries or, any Parent Entity or receiving dividends from or other distributions in respect of the Capital Stock of the U.S. Borrower, any of its Subsidiaries, any Parent Entity, or having guaranteed any
obligations of the U.S. Borrower or any Subsidiary thereof, or having made any payment in respect of any of the items for which the U.S. Borrower or any of its Subsidiaries is permitted to make payments to any Parent Entity pursuant to
Section 8.2, or acquiring, developing, maintaining, owning, prosecuting, protecting or defending its intellectual property and associated rights (including but not limited to receiving or paying royalties for the use
thereof), or assertions of infringement, misappropriation, dilution or other violation of third-party intellectual property or associated rights, to the extent relating to the business or businesses of the U.S. Borrower or any Subsidiary thereof,
(y) any other federal, state, foreign, provincial or local taxes measured by income for which any Parent Entity is liable up to an amount not to exceed, with respect to federal taxes, the amount of any such taxes that the U.S. Borrower and its
Subsidiaries would have been required to pay on a separate company basis, or on a consolidated basis as if the U.S. Borrower had filed a consolidated return 

  
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on behalf of an affiliated group (as defined in Section 1504 of the Code) of which it were the common parent, or with respect to state and local taxes, the amount of any such taxes that the
U.S. Borrower and its Subsidiaries would have been required to pay on a separate company basis, or on a consolidated, combined, unitary or affiliated basis as if the U.S. Borrower had filed a consolidated, combined, unitary or affiliated return on
behalf of an affiliated group (as defined in the applicable state, foreign, provincial or local tax laws for filing such return) consisting only of the U.S. Borrower and its Subsidiaries or (z) any other foreign taxes measured by income for
which any Parent Entity is liable. Taxes include all interest, penalties and additions relating thereto. 
 “Relevant Rate”
shall mean with respect to (a) any Borrowing denominated in Dollars, SOFR, (b) any Borrowing denominated in Sterling, SONIA, (c) any Borrowing denominated in Euros, EURIBOR and (d) any Borrowing denominated in Cdn. Dollars, the
CDOR Rate, as applicable. 
 “Reportable Event” shall mean any of the events set forth in Section 4043(c) of ERISA or
the regulations issued thereunder, other than those events as to which the 30 day notice period is waived under Section 21, 22, 23, 24, 25, 27 or 28 of PBGC Regulation Section 4043 or any successor regulation thereto. 

“Required Lenders” shall mean, at any date, Lenders having or holding a majority of the Dollar Equivalent of the sum of
(x) the Adjusted Total Revolving Commitment at such date (or, if the Revolving Commitments have been terminated, the Revolving Commitments as most recently in effect prior to such termination and after giving effect to subsequent assignments),
(y) the Adjusted Term Commitment at such date and (z) the Outstanding Amount of all Term Loans (excluding Term Loans held by Defaulting Lenders) on such date. 

“Requirement of Law” shall mean, as to any Person, the Organizational Documents of such Person, and any law, statute,
ordinance, code, decree, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its material property or to which such Person or any
of its material property is subject, including laws, ordinances and regulations pertaining to zoning, occupancy and subdivision of real properties and including GDPR; provided that the foregoing shall not apply to any non-binding recommendation of any Governmental Authority. 
 “Rescindable Amount” shall
have the meaning provided in Section 11.13(a). 
 “Reserves” shall mean reserves that limit the
availability of credit hereunder, consisting of reserves against the North American Borrowing Base and European Borrowing Base in each instance, established by the Administrative Agents from time to time in the Administrative Agents’ reasonable
credit judgment in good faith, reasonably consistent with the Administrative Agents’ practices with similarly situated borrowers and proportionate, in the Administrative Agents’ reasonable credit judgment to the credit risk associated with
the relevant risk or event; without duplication, and in each case to the extent not already taken into account in the calculation of the applicable Borrowing Base. Without limiting the generality of the foregoing, the following reserves shall be
deemed to be a reasonable exercise of the Administrative Agent’s credit judgment (but such Administrative Agent shall not be required to utilize such reserve): (a) Bank Product Reserves, (b) a reserve for accrued, unpaid interest then due
on the Obligations, (c) reserves for rent at a leased, warehouse or bailment location for which the applicable Administrative Agent has not received a collateral access or similar agreement, which reserve shall be in an amount equal to the
lesser of (i) 3 months’ rent or (ii) applicable Availability provided by the Eligible Inventory at such location, and reserves for other statutory liens (including, without limitation, for liens arising from the nonpayment of claims or
demands when due permitted in clause (b) of the defined term Permitted Liens), (d) Inventory shrinkage reserves and Inventory cost test reserves, (e) reserves for taxes, assessments, charges and other governmental levies which are
delinquent, where the Person holding such claim has a perfected security interest in the Collateral, (f) customs and frequent charges relating to transportation of Inventory, (g) an amount equal to the product of (i) the excess, if
any, of (x) the percentage amount, determined by the applicable Administrative Agent in its reasonable credit judgment as of the Closing Date and adjusted for each field audit examination hereunder, equal to (A) the aggregate
amount of discounts, credits, rebates, adjustments, returns, writedowns, writeoffs and other reductions in the aggregate amount collected by the Loan Parties in respect of Accounts during the period of four fiscal quarters most recently ended,
divided by (B) the aggregate amount of Eligible Accounts during the period of four fiscal quarters most recently ended and (y) 5.0%, multiplied by (ii) the aggregate amount of Eligible Accounts as of such date,
(h) reserves established by the applicable Administrative Agent for amounts payable by the Canadian Borrower and the 

  
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Canadian Guarantors and secured by any Liens, choate or inchoate, which rank or which would reasonably be expected to rank in priority to the Collateral Agent’s Liens and/or for amounts
which represent costs relating to the enforcement of the Collateral Agent’s Liens including, without limitation, any such amounts due and not paid for wages and vacation pay (including, pursuant to, the Wage Earners Protection Program Act
(Canada)), severance pay, amounts due and not paid under any legislation relating to workers’ compensation or to employment insurance, all amounts deducted or withheld and not paid and remitted when due under the Income Tax Act (Canada),
sales tax, excise tax, tax payable pursuant to Part IX of the Excise Tax Act (Canada) (net of GST/HST input credits) or similar applicable provincial legislation, government royalties, amounts currently or past due and not paid for
realty, municipal or similar taxes (to the extent impacting personal or movable property) and all amounts currently or past due and not contributed, remitted or paid to any Plan or Foreign Plan or under the Canada Pension Plan or the PBA, amounts
for wind-up deficiencies or any similar statutory or other claims that would have or would reasonably be expected to have priority over any Liens granted to the Collateral Agent in the future, (i) the
North American Availability Reserve, (j) the European Availability Reserve, (k) the Debt Maturity Reserve, which shall be established automatically on the date that is 60 days prior to the maturity of the Senior Notes; (l) the UK
Priority Payables Reserve; and (m) reserves for VAT and other Taxes (without double counting any such reserves picked up in another limb of this definition). 

“Resolution Authority” shall mean an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK
Resolution Authority. 
 “Responsible Officer” shall mean, as to any Person, any of the following officers of such Person:
(a) the chief executive officer or the president of such Person and, with respect to financial matters, the chief financial officer, the treasurer or the controller of such Person, (b) any vice president of such Person or, with respect to
financial matters, any assistant treasurer or assistant controller of such Person, in each case who has been designated in writing to the Administrative Agent or the Collateral Agent as a Responsible Officer by such chief executive officer or
president of such Person or, with respect to financial matters, by such chief financial officer of such Person, (c) solely for purposes of notices given to Section 2, Responsible Officer shall include any other officer
of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan
Party and the Administrative Agent and (d) with respect to Section 8.7 and ERISA matters and without limiting the foregoing, the general counsel (or substantial equivalent) of such Person; and as to any Person
incorporated in the Netherlands, any board member authorized to represent such Person. 
 “Restricted
Payment” shall have the meaning provided in Section 9.2(a). 
 “Restricted Payment
Transaction” shall mean any Restricted Payment permitted pursuant to Section 9.2, any Permitted Payment, any Permitted Investment, or any transaction specifically excluded from the definition of the term
“Restricted Payment” (including pursuant to the exception contained in clause (i) of such definition and the parenthetical exclusions contained in clauses (ii) and (iii) of such definition). 

“Restricted Subsidiary” shall mean any Subsidiary of the U.S. Borrower other than an Unrestricted Subsidiary. 

“Reuters” shall mean, as applicable, Thomson Reuters Corp., Refinitiv, or any successor thereto. 

“Revaluation Date” shall mean (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of
an Alternative Currency Loan, (ii) with respect to an Alternative Currency Daily Rate Loan, each Interest Payment Date, (iii) each date of a continuation of an Alternative Currency Term Rate Loan pursuant to
Section 2.3 or 2.4, and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require; and (b) with respect to any Letter of Credit, each of the following:
(i) each date of issuance, amendment and/or extension of a Letter of Credit denominated in an Alternative Currency, (ii) each date of any payment by the applicable Letter of Credit Issuer under any Letter of Credit denominated in an
Alternative Currency, (iii) in the case of all Existing Letters of Credit denominated in Alternative Currencies, the Second Restatement Effective Date, and (iv) such additional dates as the Administrative Agent or the applicable Letter of
Credit Issuer shall determine or the Required Lenders shall require. 

  
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 “Revolving Borrowing” shall mean Revolving Loans of the same Type and
Agreed Currency, made, converted or continued on the same date and as to which a single Interest Period is in effect. 
 “Revolving
Commitments” shall mean the U.S. Revolving Commitments, the Canadian Revolving Commitments, the European Revolving Commitments and any Additional Jurisdiction Revolving Commitments. 

“Revolving Facility” shall mean the U.S. Revolving Facility, the Canadian Revolving Facility, the European Revolving Facility
and any Additional Jurisdiction Revolving Facility, as the context requires. 
 “Revolving Loans” shall mean the collective
reference to the U.S. Revolving Loans, the Canadian Revolving Loans, the European Revolving Loans and any Additional Jurisdiction Revolving Loans. 

“Revolving Maturity Date” shall mean the date that is five years after the Second Restatement Effective Date (or if such date
is not a Business Day, the preceding Business Day). 
 “Sanctioned Country” shall mean a country or territory which is at
any time subject to comprehensive Sanctions. 
 “Sanctioned Person” shall mean, at any time (a) any Person listed in
any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or any European Union member state, His Majesty’s Treasury of the United Kingdom or other
relevant sanctions authority, (b) any Person operating organized, incorporated or resident in a Sanctioned Country, (c) any Person controlled by any such Person or Persons described in the foregoing clauses (a) and (b), or
(d) any Person otherwise the subject of any Sanctions. 
 “Sanctions “ shall mean all economic or financial sanctions
or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any
European Union member state, His Majesty’s Treasury of the United Kingdom or the respective governmental or supranational institutions which have jurisdiction over any of the Loan Parties or their Subsidiaries in relation to economic or
financial sanctions. 
 “S&P” shall mean Standard & Poor’s Ratings Group, a division of The McGraw-Hill
Companies, Inc., and its successors. 
 “Sale” shall have the meaning provided in clause (3) of the definition of
“Consolidated Coverage Ratio.” 
 “Scheduled Unavailability Date” shall have the meaning set forth in
Section 2.20(c)(ii). 
 “SEC” shall mean the United States Securities and Exchange Commission.

 “Second Restatement Effective Date” shall mean October 27, 2022, the first date on which each of the conditions set
forth in Section 5 was satisfied. 
 “Secured Cash Management Agreement” shall mean any Cash
Management Agreement that is entered into by and between the U.S. Borrower or any of its Subsidiaries and any Cash Management Bank and designated as a Secured Cash Management Agreement pursuant to Section 12.27(d)(iii). For the avoidance of
doubt, no such designation is required with respect to any Bank Products Agreement (as defined in the U.S. Security Agreement immediately prior to the Second Restatement Effective Date) entered into with any Bank Products Provider (as defined in the
U.S. Security Agreement immediately prior to the Second Restatement Effective Date) prior to the Second Restatement Effective Date. 

  
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 “Secured Hedge Agreement” shall mean any Hedge Agreement that is entered
into by and between the U.S. Borrower or any of its Subsidiaries and any Hedge Bank and designated as a Secured Hedge Agreement pursuant to Section 12.27(d)(ii). For the avoidance of doubt, no such designation is required with respect to any
Hedging Agreement (as defined in the U.S. Security Agreement immediately prior to the Second Restatement Effective Date) entered into with any Hedging Provider (as defined in the U.S. Security Agreement immediately prior to the Second Restatement
Effective Date) entered into prior to the Second Restatement Effective Date. 
 “Secured Parties” shall mean each
Administrative Agent, the Collateral Agent, each U.S. Revolving Lender, each Canadian Revolving Lender, each European Revolving Lender, each Swingline Lender, each Letter of Credit Issuer, each Term Lender, each other Lender, each Other
Representative and each Non-Lender Secured Party and each sub-agent pursuant to Section 11 appointed by the U.S. Administrative Agent.
“Securities Act” shall mean the Securities Act of 1933, as amended from time to time. 
 “Security
Documents” shall mean the Canadian Security Documents, the U.S. Security Documents, the Dutch Security Documents, the Belgian Security Documents, the UK Security Documents, the Spanish Security Documents, the Irish Security Documents, the
Foreign Non-Borrowing Base Guarantor Security Documents and any other agreements, documents or instruments executed entered into pursuant to this Agreement to grant a Lien to the Collateral Agent (or the
Secured Parties) to secure the Secured Obligations or the guarantees thereof, collectively. 
 “Senior Notes” shall mean
the 5.125% Senior Notes due 2027 of the U.S. Borrower outstanding on the Amendment No. 1 Effective Date, as the same may be exchanged for substantially similar senior notes that have been registered under the Securities Act, and as the same or
such substantially similar notes may be amended, supplemented, waived or otherwise modified from time to time. 
 “Senior Notes
Documents” shall mean the Senior Notes Indenture and all other instruments, agreements and other documents evidencing or governing the Senior Notes or providing for any guarantee, obligation, security or other right in respect thereof. 

“Senior Notes Indenture” shall mean the Indenture dated as of the Amendment No. 1 Effective Date, under which the Senior
Notes are issued, as the same may be amended, supplemented, waived or otherwise modified from time to time. 
 “Single Employer
Plan” shall mean any Plan which is covered by Title IV or Section 302 of ERISA or Section 412 of the Code, but which is not a Multiemployer Plan. 

“SOFR” shall mean the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a
successor administrator). 
 “SOFR Adjustment” shall mean, with respect to Term SOFR and Daily Simple SOFR, 0.10%. 

“SOFR Administrator” shall mean the Federal Reserve Bank of New York, as the administrator of SOFR, or any successor
administrator of SOFR designated by the Federal Reserve Bank of New York or other Person acting as the SOFR Administrator at such time that is satisfactory to the Administrative Agent. 

“Solvent” and “Solvency” shall mean, with respect to the U.S. Borrower and its Subsidiaries on a
consolidated basis after giving effect to the Transactions on the Closing Date means (i) the Fair Market Value and Present Fair Salable Value of the assets of the U.S. Borrower and its Subsidiaries taken as a whole exceed their Stated
Liabilities and Identified Contingent Liabilities; (ii) the U.S. Borrower and its Subsidiaries taken as a whole do not have unreasonably small capital; and (iii) the U.S. Borrower and its Subsidiaries taken as a whole will be able to pay
their Stated Liabilities and Identified Contingent Liabilities as they mature (all capitalized terms used in this definition (other than “Borrower” and “Subsidiary” which have the meanings set forth in this Agreement) shall have
the meaning assigned to such terms in the form of solvency certificate attached hereto as Exhibit L). 

  
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 “SONIA” shall mean, with respect to any applicable determination date, the
Sterling Overnight Index Average Reference Rate published on the fifth Business Day preceding such date on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the
Administrative Agent from time to time); provided, however that if such determination date is not a Business Day, SONIA means such rate that applied on the first Business Day immediately prior thereto. 

“SONIA Adjustment” shall mean, with respect to SONIA, 0.0326% per annum.

 “Spanish Civil Procedural Act” shall mean Ley 1/2000, de 7 de enero, de Enjuiciamiento Civil as amended,
restated, supplemented or otherwise modified or replaced from time to time. 
 “Spanish Public Document” shall mean any
Spanish documento público, being, among others and without limitation, either any escritura pública granted or any póliza intervened by a Spanish notary public. 

“Spanish Security Documents” shall mean (a) the pledge over bank accounts, governed by the laws of Spain, to be entered
into between Univar Solutions B.V. and the Collateral Agent (including its schedules and annexes) on the Second Restatement Effective Date and (b) any other document entered into after the Second Restatement Effective Date containing Liens of
any Loan Party securing the Obligations governed by the laws of Spain, in each case in form and substance satisfactory to the Collateral Agent and entered into pursuant to the terms of this Agreement or any other Loan Document. 

“Special Purpose Entity” shall mean, (x) any Special Purpose Subsidiary or (y) any other Person that is engaged in
the business of (i) acquiring, selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial Code or any analogous law, as in effect in any applicable jurisdiction from time to time), other accounts
and/or other receivables, and/or related assets and/or (ii) financing or refinancing in respect of Capital Stock of any Special Purpose Subsidiary. 

“Special Purpose Financing” shall mean any financing or refinancing of assets consisting of or including Receivables of any
Restricted Subsidiary that have been transferred to a Special Purpose Entity or made subject to a Lien in a Financing Disposition (including any financing or refinancing in respect of Capital Stock of a Special Purpose Subsidiary held by another
Special Purpose Subsidiary). 
 “Special Purpose Financing Expense” shall mean for any period, (a) the aggregate
interest expense for such period on any Indebtedness of any Special Purpose Subsidiary that is a Restricted Subsidiary, which Indebtedness is not recourse to the U.S. Borrower or any Restricted Subsidiary that is not a Special Purpose Subsidiary
(other than with respect to Special Purpose Financing Undertakings), and (b) Special Purpose Financing Fees. 
 “Special
Purpose Financing Fees” shall mean distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted
Subsidiary in connection with, any Special Purpose Financing. 
 “Special Purpose Financing Undertakings” shall mean
representations, warranties, covenants, indemnities, guarantees of performance and (subject to clause (y) of the proviso below) other agreements and undertakings entered into or provided by the U.S. Borrower or any of its Restricted
Subsidiaries that the U.S. Borrower determines in good faith (which determination shall be conclusive) are customary or otherwise necessary or advisable in connection with a Special Purpose Financing or a Financing Disposition; provided that
(x) it is understood that Special Purpose Financing Undertakings may consist of or include (i) reimbursement and other obligations in respect of notes, letters of credit, surety bonds and similar instruments provided for credit enhancement
purposes, (ii) Hedging Obligations or other obligations relating to Interest Rate Agreements, Currency Agreements or Commodities Agreements entered into by the U.S. Borrower or any Restricted Subsidiary, in respect of any Special Purpose
Financing or Financing Disposition, or (iii) any Guarantee in respect of customary recourse obligations (as determined in good faith by the U.S. Borrower, which determination shall be conclusive) in connection with any Special Purpose Financing
or Financing Disposition, including in respect of Liabilities in the event of any involuntary case commenced with the collusion of any Special Purpose Subsidiary or any Affiliate thereof, or any voluntary case commenced by any Special Purpose
Subsidiary, under any applicable bankruptcy law, and (y) subject to the preceding clause (x), any such other agreements and undertakings shall not include any Guarantee of Indebtedness of a Special Purpose Subsidiary by the U.S. Borrower or a
Restricted Subsidiary that is not a Special Purpose Subsidiary. 

  
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 “Special Purpose Subsidiary” shall mean any Subsidiary of the U.S. Borrower
that (a) is engaged solely in (x) the business of (i) acquiring, selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial Code or any analogous law, as in effect in any applicable
jurisdiction from time to time) and other accounts and receivables (including any thereof constituting or evidenced by chattel paper, instruments or general intangibles), all proceeds thereof and all rights (contractual and other), collateral and
other assets relating thereto, and/or (ii) owning or holding Capital Stock of any Special Purpose Subsidiary and/or engaging in any financing or refinancing in respect thereof, and (y) any business or activities incidental or related to
such business, and (b) is designated as a “Special Purpose Subsidiary” by the U.S. Borrower. 
 “Specified Equity
Contribution” shall mean cash equity contributions (which if in the form of preferred equity with respect to the U.S. Borrower shall be on terms and conditions reasonably acceptable to the Administrative Agent) made directly or indirectly
to the U.S. Borrower as cash equity after the commencement of a fiscal quarter and on or prior to the day on which a Covenant Compliance Event has occurred for the Test Period ending on the last day of such fiscal quarter, which equity contribution
is added to Consolidated EBITDA solely for the purposes of calculating compliance with Section 9.9. 

“Specified Suppressed Availability” at any time, shall mean the excess at such time of (i) the sum of (a) the North
American Borrowing Base and (b) the European Borrowing Base at such time over (ii) the sum of (a) the Total U.S. Revolving Commitment at such time, (b) the Total Canadian Revolving Commitment at such time and (c) the Total
European Revolving Commitment at such time; provided that (i) for so long as any Term Loans are outstanding, for purposes of any test of any minimum Dollar amount of the North American Borrowing Base or the European Borrowing Base, or
any threshold percentage of the North American Borrowing Base or European Borrowing Base set forth in this Agreement, if Specified Suppressed Availability would otherwise account for more than 50% of such Dollar amount or threshold percentage, then
Specified Suppressed Availability shall instead be deemed to be 50% of such Dollar amount or threshold percentage and (ii) at any time that no Term Loans are outstanding, if the excess of (x) the sum of (a) the Total U.S. Revolving
Commitment at such time, (b) the Total Canadian Revolving Commitment at such time and (c) the European Revolving Commitment at such time over (y) the sum of (a) the Aggregate U.S. Revolving Exposure, (b) the Aggregate
Canadian Revolving Exposure and (c) the Aggregate European Revolving Exposure at such time is less than 5.0% of the sum of (a) the Total U.S. Revolving Commitment, (b) the Total Canadian Revolving Commitment and (c) the Total
European Revolving Commitment at such time, Specified Suppressed Availability shall be deemed to be zero. 
 “Specified Event of
Default” shall mean an Event of Default under Section 10.1, Section 10.2 (solely as it relates to Borrowing Base Certificates), Section 10.3 (solely as it relates
to Section 8.1(o), Section 8.13 or Section 9.9) or Section 10.5. 

“Specified Loan Party” shall mean any Loan Party that is not an “eligible contract participant” under the Commodity
Exchange Act (determined prior to giving effect to Section 12.22). 
 “Stated Maturity” shall
mean, with respect to any Indebtedness, the date specified in such Indebtedness as the fixed date on which the payment of principal of such Indebtedness is due and payable, including pursuant to any mandatory redemption provision (but excluding any
provision providing for the repurchase or repayment of such Indebtedness at the option of the holder thereof upon the happening of any contingency). 

“Sterling” or “£” shall mean lawful currency of the United Kingdom. 

“Subordinated Obligations” shall mean any Indebtedness of any Loan Party (whether outstanding on the Closing Date or
thereafter Incurred) that is expressly subordinated in right of payment to the Obligations of such Loan Party under the Loan Documents pursuant to a written agreement. 

  
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 “Subsidiary” shall mean, as to any Person, a corporation, association,
partnership, limited liability company or other entity (a) of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening
of a contingency) to elect a majority of the Board of Directors or other managers of such corporation, partnership, limited liability company or other entity are at the time owned by such Person, or (b) the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or both, by such Person and, in the case of this clause (b), which is treated as a consolidated subsidiary for accounting purposes. Unless otherwise qualified, all references to
a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the U.S. Borrower. 

“Successor Rate” shall have the meaning specified in Section 2.20(c). 

“Successor U.S. Borrower” shall have the meaning provided in Section 9.7(a)(ii). 

“Supermajority Lenders” shall mean, at any date, Lenders having or holding not less than 66 2/3% of the Dollar Equivalent of
the sum of (x) the Adjusted Total Revolving Commitment at such date (or, if the Revolving Commitments have been terminated, the Revolving Commitments as most recently in effect prior to such termination and after giving effect to subsequent
assignments), (y) the Adjusted Term Commitment at such date and (z) the Outstanding Amount of all Term Loans (excluding Term Loans held by Defaulting Lenders) on such date. 

“Supported QFC” shall have the meaning provided in Section 12.26. 

“Supporting Letter of Credit” shall have the meaning provided in Section 2.5(h). 

“Sustainability Structuring Agent” shall mean one or two Lenders appointed by the U.S. Borrower, in each case, that shall
have agreed to act in the capacity of a “Sustainability Structuring Agent” under this Agreement, or any successor thereto. 

“Swap Guarantor” shall mean (i) any Guarantor (other than the U.S. Borrower, Canadian Borrower and European Parent
Borrower) and (ii) with respect to the payment and performance by each Guarantor (other than the U.S. Borrower, Canadian Borrower and European Parent Borrower) of its obligations under its Guarantee or grant of security interest with respect to
all Obligations with respect to Swap Obligations, the U.S. Borrower. 
 “Swap Obligations” shall mean, with respect to any
Swap Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. 

“Swingline Commitments” shall mean, collectively, the U.S. Swingline Commitment, the Canadian Swingline Commitment and the
European Swingline Commitment. 
 “Swingline Lender” shall mean, as the context requires, the U.S. Swingline Lender, a
Canadian Swingline Lender or the European Swingline Lender. Any reference to the “Swingline Lender” shall refer to the U.S. Swingline Lender with respect to the U.S. Revolving Facility, a Canadian Swingline Lender with respect to the
Canadian Revolving Facility and/or the European Swingline Lender with respect to the European Revolving Facility, as applicable. 

“Swingline Loan” shall have the meaning specified in Section 2.3(g)(i). 

“TARGET2” shall mean the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a
single shared platform and which was launched on November 19, 2007. 
 “TARGET Day” shall mean any day on which
TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro. 

  
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 “Tax Authority” shall mean any nation, sovereign or government, any state,
province, territory or other political subdivision thereof (whether state, provincial or local) and any entity or authority (including any European supranational body) anywhere in the world exercising a fiscal, revenue, customs or excise function
(including without limitation, HM Revenue and Customs). 
 “Tax Deduction” shall mean a deduction or withholding for or on
account of Tax from a payment under a Loan Document. 
 “Tax Sharing Agreement” shall mean any tax sharing agreement among
the U.S. Borrower, a Parent Entity and any of their respective Affiliates, or as of the Amendment No. 1 Effective Date among the Loan Parties included in any fiscal unity (fiscale eenheid) for Dutch tax purposes, as the same may be
amended, supplemented, waived or otherwise modified from time to time. 
 “Taxes” shall mean any and all present or future
income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, including any interest, additions to tax or penalties
applicable thereto. 
 “Temporary Cash Investments” shall mean any of the following: (i) any investment in
(x) direct obligations of the United States of America, Canada, a member state of the European Union or any country in whose currency funds are being held pending their application in the making of an investment or capital expenditure by the
U.S. Borrower or a Restricted Subsidiary in that country or with such funds, or any agency or instrumentality of any thereof, or obligations Guaranteed by the United States of America, Canada or a member state of the European Union or any country in
whose currency funds are being held pending their application in the making of an investment or capital expenditure by the U.S. Borrower or a Restricted Subsidiary in that country or with such funds, or any agency or instrumentality of any of the
foregoing, or obligations guaranteed by any of the foregoing or (y) direct obligations of any foreign country recognized by the United States of America rated at least “A” by S&P or
“A-1” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally
recognized rating organization), (ii) overnight bank deposits, and investments in time deposit accounts, certificates of deposit, bankers’ acceptances and money market deposits (or, with respect to foreign banks, similar instruments) maturing
not more than one year after the date of acquisition thereof issued by (x) any bank or other institutional lender under this Agreement or any affiliate thereof or (y) a bank or trust company that is organized under the laws of the United
States of America, any state thereof or any foreign country recognized by the United States of America having capital and surplus aggregating in excess of $250,000,000 (or the foreign currency equivalent thereof) and whose long term debt is rated at
least “A” by S&P or “A-1” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent
of such rating by any nationally recognized rating organization) at the time such Investment is made, (iii) repurchase obligations with a term of not more than 30 days for underlying securities or instruments of the types described in clause
(i) or (ii) above entered into with a bank meeting the qualifications described in clause (ii) above, (iv) Investments in commercial paper, maturing not more than 270 days after the date of acquisition, issued by a Person (other than that
of the U.S. Borrower or any of its Subsidiaries), with a rating at the time as of which any Investment therein is made of “P-2” (or higher) according to Moody’s or
“A-2” (or higher) according to S&P (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating
by any nationally recognized rating organization), (v) Investments in securities maturing not more than one year after the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by
any political subdivision or taxing authority thereof, and rated at least “A” by S&P or “A” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s
then exists, the equivalent of such rating by any nationally recognized rating organization), (vi) Indebtedness or Preferred Stock (other than of the U.S. Borrower or any of its Subsidiaries) having a rating of “A” or higher by S&P or
“A2” or higher by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating
organization), (vii) investment funds investing 95.0% of their assets in securities of the type described in clauses (i) through (vi) above (which funds may also hold reasonable amounts of cash pending investment and/or distribution), (viii)
any money market deposit accounts issued or offered by a domestic commercial bank or a commercial bank organized and located in a country recognized by the United States of America, in each case, having capital and surplus in excess of $250,000,000
(or the foreign currency equivalent thereof), or investments in money market funds subject to the risk limiting conditions of Rule 2a-7 (or any successor rule) of the SEC under the Investment Company Act of
1940, as amended and (ix) similar investments approved by the Board of Directors in the ordinary course of business. 

  
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 “Term Commitment” shall mean an Initial Term Commitment. 

“Term Lender” shall mean each Lender that has a Term Commitment, or that is the holder of a Term Loan. 

“Term Loan” shall mean an Initial Term Loan. 

“Term Notice of Borrowing” shall have the meaning provided in Section 2.2(b)(i). 

“Termination Date” shall mean (i) the date on which all Commitments shall have terminated, no Loans shall be outstanding
and the Letter of Credit Obligations outstanding shall have been reduced to zero, returned or cash collateralized on terms satisfactory to the applicable Letter of Credit Issuer(s) and (ii) when used with respect to (A) the Canadian
Revolving Commitments, Canadian Revolving Loans, Canadian Agent Advances, Canadian Swingline Loans and Canadian Letters of Credit, shall mean the date on which the Canadian Revolving Commitments shall have terminated, no Canadian Revolving Loans,
Canadian Swingline Loans or Canadian Agent Advances shall be outstanding and the Canadian Letters of Credit outstanding shall have been reduced to zero, returned or cash collateralized on terms satisfactory to the Canadian Letter of Credit Issuer,
(B) the U.S. Revolving Commitments, U.S. Revolving Loans, U.S. Swingline Loans, U.S. Agent Advances and U.S. Letters of Credit, shall mean the date on which the U.S. Revolving Commitments shall have terminated, no U.S. Revolving Loans, U.S.
Swingline Loans or U.S. Agent Advances shall be outstanding and the U.S. Letters of Credit outstanding shall have been reduced to zero, returned or cash collateralized on terms reasonably satisfactory to the U.S. Letter of Credit Issuer (or other
arrangements have been made with respect thereto on terms reasonably satisfactory to the applicable U.S. Letter of Credit Issuer), (C) the European Revolving Commitments, European Revolving Loans, European Swingline Loans, European Agent Advances
and European Letters of Credit, shall mean the date on which the European Revolving Commitments shall have terminated, no European Revolving Loans, European Swingline Loans or European Agent Advances shall be outstanding and the European Letters of
Credit outstanding shall have been reduced to zero, returned or cash collateralized on terms reasonably satisfactory to the European Letter of Credit Issuer (or other arrangements have been made with respect thereto on terms reasonably satisfactory
to the applicable European Letter of Credit Issuer) and (D) the Term Commitments and Term Loans, shall mean the date on which the Term Commitments shall have terminated and no Term Loans shall be outstanding. 

“Term SOFR” shall mean: 

(a) for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S.
Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR
means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such Interest Period; and 

(b) for any interest calculation with respect to a ABR Loan on any date, the rate per annum equal to the Term SOFR Screen Rate
with a term of one month commencing that day; 
 provided that if the Term SOFR determined in accordance with either of the foregoing provisions
(a) or (b) of this definition would otherwise be less than 0.00%, the Term SOFR shall be deemed 0.00% for purposes of this Agreement. 

“Term SOFR Loan” shall mean a Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.

 “Term SOFR Replacement Date” shall have the meaning provided in Section 2.20(b)(ii). 

  
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 “Term SOFR Scheduled Unavailability Date” shall have the meaning provided
in Section 2.20(b)(ii). 
 “Term SOFR Screen Rate” shall mean the forward-looking SOFR term rate
administered by CME (or any successor administrator satisfactory to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the
Administrative Agent from time to time). 
 “Term SOFR Successor Rate” shall have the meaning provided in
Section 2.20(b)(ii). 
 “Test Period” shall mean, for any determination under this Agreement, the
most recent four consecutive fiscal quarters of the U.S. Borrower then last ended for which financial statements have been delivered pursuant to Section 8.1(a) or (b). 

“Total Canadian Revolving Commitment” shall mean the sum of the Canadian Revolving Commitments of all Canadian Revolving
Lenders. 
 “Total European Revolving Commitment” shall mean the sum of the European Revolving Commitments of all European
Revolving Lenders. 
 “Total Revolving Commitment” shall mean the sum of the Total Canadian Revolving Commitment, the Total
U.S. Revolving Commitment and the Total European Revolving Commitment. 
 “Total U.S. Revolving Commitment” shall mean the
sum of the U.S. Revolving Commitments of all U.S. Revolving Lenders. 
 “Trade Payables” shall mean with respect to any
Person, any accounts payable or any indebtedness or monetary obligation to trade creditors created, assumed or guaranteed by such Person arising in the ordinary course of business in connection with the acquisition of goods or services. 

“Transactions” shall mean collectively, any or all of the following (whether taking place prior to, on or following the date
hereof): (i) the entry into the amendment to the Cash Flow Credit Facility and Incurrence of Indebtedness thereunder by one or more of the U.S. Borrower and its Subsidiaries, (ii) the entry into the Facilities and the Incurrence of Indebtedness
thereunder by one or more of the U.S. Borrower and its Subsidiaries on the Closing Date and (iii) all other transactions relating to any of the foregoing (including payment of fees and expenses related to any of the foregoing). 

“Transferee” shall mean any Participant or assignee. 

“Type” shall mean (i) as to any U.S. Revolving Loan or Term Loan, if any, its nature as an ABR Loan or a Term SOFR Loan,
(ii) as to any Canadian Revolving Loan, its nature as an ABR Loan, Canadian Prime Rate Loan, Alternative Currency Term Rate Loan denominated in Cdn. Dollars or a Term SOFR Loan, (iii) as to any European Revolving Loan, its nature as a Term
SOFR Loan or Alternative Currency Loan denominated in Sterling or Euros and (iv) as to any European Swingline Loan, its nature as an ABR Loan. 

“UCC” shall mean the Uniform Commercial Code in effect from time to time in New York; provided that if, with respect
to any UCC financing statement or by reason of any provisions of law, the perfection or the effect of perfection or non-perfection of the security interests granted to the an Agent pursuant to the applicable
Loan Document is governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States other than New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for
purposes of the provisions of each Loan Document and any financing statement relating to such perfection or effect of perfection or non-perfection. 

“U.K.” or “United Kingdom” shall mean the United Kingdom of Great Britain or its individual states or
constituent parts from time to time. 

  
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 “UK Borrower” shall mean Univar Solutions UK Limited, a company
incorporated with England and Wales with company number 00139876 and any other Borrower from time to time which is incorporated in England and Wales. 

“UK CTA” shall mean the Corporation Tax Act 2009 (U.K.). 

“UK Financial Institutions” shall mean any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from
time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes
certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. 

“UK ITA” shall mean the Income Tax Act 2007 (U.K.). 

“UK Loan Party” shall mean any Loan Party incorporated under the laws of England and Wales. 

“UK Non-Bank Lender” shall mean any Lender which gives a UK Tax Confirmation in the
documentation which it executes on becoming a party to this Agreement as a Lender. 
 “UK Qualifying Lender”
shall mean: 
 (a) a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under
a Loan Document and is: 
 (i) a Lender: 

(A) which is a bank (as defined for the purpose of section 879 UK ITA) making an advance under a Loan Document and is within
the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A UK CTA; or 

(B) in respect of an advance made under a Loan Document by a person that was a bank (as defined for the purpose of section 879
UK ITA) at the time that such advance was made and within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or 

(ii) a Lender which is: 

(A) a company resident in the United Kingdom for United Kingdom tax purposes; or 

(B) a partnership, each member of which is: 

(1) a company resident in the United Kingdom; or 

(2) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent
establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 UK CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 UK CTA; or 

(C) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent
establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 UK CTA) of that company; or 

  
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 (iii) a UK Treaty Lender; or 

(b) a Lender which is a building society (as defined for the purposes of section 880 UK ITA) making an advance under a Loan
Document. 
 “UK Priority Payables Reserve” shall mean reserves for amounts which rank or are capable of ranking in
priority to or pari passu with the Liens granted to the Administrative Agent to secure the Obligations, including without limitation, as the Administrative Agent shall determine in good faith and in the exercise of reasonable (from the
perspective of a secured asset-based lender) business judgment, any such amounts due and not paid for wages, or vacation pay, severance pay, employee deductions, income tax, amounts due and not paid under any legislation relating to workers’
compensation or to employment insurance, amounts currently or past due and not paid for realty, municipal or similar taxes (to the extent impacting personal or movable property), sales tax and pension obligations. 

“UK Resolution Authority” shall mean the Bank of England or any other public administrative authority having responsibility
for the resolution of any UK Financial Institution. 
 “UK Security Documents” shall mean (a) the security deed to be
entered into between, among others, Univar Solutions UK Ltd, Univar Solutions B.V. and Univar Solutions Belgium NV as Chargors, and the Collateral Agent (including its schedules and annexes) after the Second Restatement Effective Date and
(b) any other document entered into after the Second Restatement Effective Date governed by the laws of England and Wales containing liens of any Loan Party securing the Obligations, in each case in form and substance satisfactory to the
Collateral Agent and entered into pursuant to the terms of this Agreement or any other Loan Document. 
 “UK Tax
Confirmation” shall mean a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document is either: 

(a) a company resident in the United Kingdom for United Kingdom tax purposes; or 

(b) a partnership each member of which is: 

(i) a company so resident in the United Kingdom; or 

(ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent
establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 UK CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 UK CTA; or 

(c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent
establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 UK CTA) of that company. 

“UK Tax Deduction” shall mean a deduction or withholding from a payment under any Loan Document for and on account of any
Taxes. 
 “UK Treaty Lender” shall mean a Lender which: 

(a) is treated as a resident of a UK Treaty State for the purposes of the relevant UK Treaty; 

(b) does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s
participation in any advance is effectively connected; and 

  
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 (c) fulfils any other conditions which must be fulfilled under the relevant
UK Treaty by residents of that UK Treaty State (subject to the completion of any necessary procedural or filing requirements) for such residents to obtain full exemption from United Kingdom taxation on interest payable to that Lender. 

“UK Treaty State” shall mean a jurisdiction having a double taxation agreement (a “UK Treaty”) with
the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest. 
 “Unfunded Current
Liability” shall mean (i) of any Plan shall mean the amount, if any, by which the Accumulated Benefit Obligation (as defined under Accounting Standards Codification No. 715 (“ASC 715”)) under the Plan as of the
close of its most recent plan year, determined in accordance with ASC 715 as in effect on the date hereof, using the actuarial assumptions and methods specified in the most recent actuarial report for such Plan, exceeds the fair market value of the
assets allocable thereto and (ii) of any Canadian Defined Benefit Plan of the Canadian Borrower or any Canadian Subsidiary shall mean going concern and solvency funding deficiencies, if any, determined in the applicable actuarial report and
used for funding the Canadian Defined Benefit Plan pursuant to the PBA or other applicable pension standards legislation in Canada. 

“Univar Defined Benefit Scheme” shall have the meaning provided in Section 7.23. 

“Unrestricted Cash” shall mean, at any date of determination, (a) the aggregate amount of cash, Cash Equivalents and
Temporary Cash Investments included in the cash accounts that would be listed on the consolidated balance sheet of the U.S. Borrower prepared in accordance with GAAP as of the end of the most recent four consecutive quarters ending prior to the date
of such determination for which consolidated financial statements of the U.S. Borrower are available to the extent such cash is not classified as “restricted” for financial statement purposes (unless so classified solely because of any
provision under the Loan Documents or any other agreement or instrument governing other Indebtedness that is subject to the Intercreditor Agreement governing the application thereof or because they are subject to a Lien securing the Obligations or
other Indebtedness that is subject to the Intercreditor Agreement), plus (b) the proceeds from any Incurrence of Additional Obligations since the date of such consolidated balance sheet and on or prior to the date of determination that
are (in the good faith judgment of the U.S. Borrower) intended to be used for working capital purposes. 
 “Unrestricted
Subsidiary” shall mean (i) any Subsidiary of the U.S. Borrower that at the time of determination is an Unrestricted Subsidiary, as designated by the Board of Directors in the manner provided below, and (ii) any Subsidiary of an
Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary of the U.S. Borrower (including any newly acquired or newly formed Subsidiary of the U.S. Borrower), other than a Borrower and any direct or indirect parent entity of a
Borrower to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, the U.S. Borrower or any other Restricted Subsidiary of the U.S.
Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided, that (A) such designation was made at or prior to the Closing Date, or (B) the Subsidiary to be so designated has total consolidated assets of $1,000
or less, (C) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 9.2 and (D) immediately after such designation, no Event of Default under
Section 10.1 or 10.5 shall have occurred and be continuing. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that immediately after giving effect to
such designation (1) (x) the U.S. Borrower could Incur at least $1.00 of additional Indebtedness under Section 9.1(a) or (y) the Consolidated Coverage Ratio would be greater than it was immediately prior to giving
effect to such designation or (z) such Subsidiary shall be a Special Purpose Subsidiary with no Indebtedness outstanding other than Indebtedness that can be Incurred (and upon such designation shall be deemed to be Incurred and outstanding)
pursuant to Section 9.1(b) and (2) immediately after such designation, no Event of Default under Section 10.1 or 10.5 shall have occurred and be continuing. Any such designation by the
Board of Directors shall be evidenced to the U.S. Administrative Agent by promptly filing with the U.S. Administrative Agent a copy of the resolution of the U.S. Borrower’s Board of Directors giving effect to such designation and a certificate
of a Responsible Officer of the U.S. Borrower certifying that such designation complied with the foregoing provisions. 

  
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 “Unused Canadian Letter of Credit Subfacility” shall mean, at any time, an
amount equal to the Canadian Letter of Credit Subfacility at such time minus the Outstanding Amount of Canadian Letter of Credit Obligations at such time. 

“Unused European Letter of Credit Subfacility” shall mean, at any time, an amount equal to the European Letter of Credit
Subfacility at such time minus the Outstanding Amount of European Letter of Credit Obligations at such time. 
 “Unused Line
Fees” shall mean a collective reference to the U.S. Unused Line Fee, the Canadian Unused Line Fee and the European Unused Line Fee. 

“Unused U.S. Letter of Credit Subfacility” shall mean, at any time, an amount equal to the U.S. Letter of Credit Subfacility
at such time minus the Outstanding Amount of U.S. Letter of Credit Obligations at such time. 
 “U.S. Administrative
Agent” shall mean Bank of America, as the administrative agent for the U.S. Revolving Lenders and Term Lenders under this Agreement, or any successor administrative agent pursuant to Section 11. 

“U.S. Agent Advances” shall have the meaning provided in Section 2.2(h)(i). 

“U.S. Availability” shall mean, at any time the lesser of (i) the excess of (a) the Total U.S. Revolving Commitment
at such time minus (b) the Aggregate U.S. Revolving Exposure and (ii) the North American Borrowing Base at such time minus the sum of (a) the Aggregate U.S. Revolving Exposure at such time and (b) the Aggregate Canadian
Revolving Exposure at such time. 
 “U.S. Availability Conditions” shall be deemed to be satisfied on any date if
(x) U.S. Availability shall be not less than $0 on such date and (y) Combined Availability shall not be less than $0 on such date. 

“U.S. Blocked Account” shall have the meaning provided in Section 8.13(a)(i). 

“U.S. Borrower” shall have the meaning provided in the preamble to this Agreement. 

“U.S. Commitment Increase” shall have the meaning provided in Section 2.16(a). 

“U.S. Concentration Account” shall have the meaning provided in Section 8.13(a)(i). 

“U.S. Designated Account” shall have the meaning provided in Section 2.2(c). 

“U.S. Fronting Fee” shall have the meaning provided in Section 3.3(a). 

“U.S. Government Securities Business Day” shall mean any Business Day, except any Business Day on which any of the Securities
Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New
York, as applicable. 
 “U.S. Guarantee” shall mean, collectively, the guarantees by the U.S. Loan Parties in favor of the
Collateral Agent for the benefit of the Secured Parties in respect of the Obligations made pursuant to the U.S. Security Agreement or otherwise. 

“U.S. Letter of Credit” shall have the meaning provided in Section 2.5(a)(i). 

“U.S. Letter of Credit Fee” shall have the meaning provided in Section 3.3(a). 

  
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 “U.S. Letter of Credit Issuer” shall mean Bank of America, any Affiliate of
Bank of America or any other financial institution that issues any U.S. Letter of Credit pursuant to this Agreement; provided that solely for purposes of each Existing Letter of Credit, the entity identified on Schedule 2.5 to this
Agreement as the issuer of such Letter of Credit shall be deemed for all purposes of this Agreement to be the U.S. Letter of Credit Issuer and shall have all rights, obligations and privileges of the U.S. Letter of Credit Issuer with respect
thereto. 
 “U.S. Letter of Credit Obligations” shall mean, as at any date of determination, the aggregate amount available
to be drawn under all outstanding U.S. Letters of Credit plus the aggregate of all amounts drawn under the U.S. Letters of Credit, including all Letter of Credit Borrowings under U.S. Letters of Credit. For all purposes of this Agreement, if
on any date of determination a U.S. 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 U.S. Letter of Credit shall be deemed to be “outstanding”
in the amount so remaining available to be drawn. 
 “U.S. Letter of Credit Participant” shall mean a Letter of Credit
Participant in a U.S. Letter of Credit. 
 “U.S. Letter of Credit Subfacility” shall mean $250,000,000. 

“U.S. Loan Parties” shall mean the U.S. Borrower and the U.S. Subsidiary Guarantors. 

“U.S. Lock Boxes” shall have the meaning provided in Section 8.13(a)(i). 

“U.S. Notice of Borrowing” shall have the meaning provided in Section 2.2(b)(i). 

“U.S. Notice of Conversion or Continuation” shall have the meaning provided in Section 2.8(b)(iii).

 “U.S. Obligations” shall mean all advances to, and debts, liabilities, obligations, covenants and duties of, the U.S.
Loan Parties arising under any Loan Document and all debts, liabilities, obligations, covenants and duties of the U.S. Borrower or any of its Subsidiaries (other than Canadian Subsidiaries or European Borrowers) under any Secured Cash Management
Agreement or Secured Hedge Agreement, in each case, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue
after the commencement by or against any U.S. Loan Party or any of its Subsidiaries of any proceeding under any bankruptcy or insolvency law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are
allowed claims in such proceeding. 
 “U.S. Person” shall mean a “United States person” within the meaning of
Section 7701(a)(30) of the Code. 
 “U.S. Revolving Commitment” shall mean, as to any U.S. Revolving Lender, the
obligation of such U.S. Revolving Lender, if any, to make U.S. Revolving Loans and participate in U.S. Letters of Credit, U.S. Swingline Loans and U.S. Agent Advances in an aggregate principal and/or face amount not to exceed the amount set forth
under the heading “U.S. Revolving Commitment” opposite such U.S. Revolving Lender’s name on Schedule A or in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed from
time to time pursuant to the terms hereof. The aggregate amount of the U.S. Revolving Commitments of the U.S. Revolving Lenders as of the Second Restatement Effective Date is $1,200,000,000. 

“U.S. Revolving Facility” shall have the meaning provided in Section 2.1(a). 

“U.S. Revolving Lender” shall mean a Lender with a U.S. Revolving Commitment or an outstanding U.S. Revolving Loan, U.S.
Swingline Loan, U.S. Agent Advance or that is a U.S. Letter of Credit Participant. 
 “U.S. Revolving Loan” shall have the
meaning provided in Section 2.2(a). 

  
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 “U.S. Security Agreement” shall mean the Second Amended and Restated ABL
Guarantee and Collateral Agreement among the U.S. Loan Parties, the other Domestic Subsidiaries from time to time party thereto and the Collateral Agent for the benefit of the Secured Parties, dated as of the Second Restatement Effective Date, as
the same may be amended, amended and restated, supplemented or otherwise modified from time to time. 
 “U.S. Security
Documents” shall mean, collectively, (a) the U.S. Security Agreement, and (b) each other security agreement or other instrument or document executed and delivered pursuant to Section 8.8 or 8.11 or
pursuant to any other such U.S. Security Documents to secure any of the Obligations that is governed by the laws of the United States, any state thereof or the District of Columbia. 

“U.S. Special Resolution Regimes” shall have the meaning provided in Section 12.26. 

“U.S. Subsidiary” shall mean any direct or indirect Subsidiary of the U.S. Borrower which is organized under the laws of the
United States of America, any state thereof or the District of Columbia. 
 “U.S. Subsidiary Guarantor” shall mean, except
as set forth on Schedule 1.1(c)(i) to this Agreement, each U.S. Subsidiary that provides a U.S. Guarantee or becomes a party to the U.S. Guarantee after the Second Restatement Effective Date pursuant to Section 8.8
or otherwise. 
 “U.S. Swingline Commitment” shall mean the obligation of the U.S. Swingline Lender to make U.S. Swingline
Loans in an aggregate amount not to exceed $60,000,000. 
 “U.S. Swingline Lender” shall mean Bank of America, in its
capacity as provider of U.S. Swingline Loans. 
 “U.S. Swingline Loan” shall have the meaning provided in
Section 2.2(g)(i). 
 “U.S. Tax Compliance Certificate” shall have the meaning provided in
Section 4.5(d)(iii). 
 “U.S. Unused Line Fee” shall have the meaning provided in
Section 3.2(a). 
 “VAT” shall mean (a) any value added tax imposed by the Value Added Tax
Act 1994 and supplemental legislation and regulations, (b) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) and (c) any other tax of a similar
nature, whether imposed in the United Kingdom or in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraphs (a) or (b) above, or imposed elsewhere. 

“Voting Stock” shall mean, as to any entity, all classes of Capital Stock of such entity then outstanding and normally
entitled to vote in the election of directors or all interests in such entity with the ability to control the management or actions of such entity. 

“Wholly Owned Subsidiary” shall mean, as to any Person, any Subsidiary of such Person of which such Person owns, directly or
indirectly through one or more Wholly Owned Subsidiaries, all of the Capital Stock of such Subsidiary other than directors qualifying shares or shares held by nominees. 

“Write-Down and Conversion Powers” shall mean, (a) with respect to any EEA Resolution Authority, the write-down and
conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel,
reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any
other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that
Bail-In Legislation that are related to or ancillary to any of those powers. 

  
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 1.2. Other Interpretive Provisions. With reference to this Agreement and each other
Loan Document, unless otherwise specified herein or in such other Loan Document: 
 (a) As used herein and in any other Loan
Document, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the U.S. Borrower and its Restricted Subsidiaries not defined in Section 1.1 and accounting terms
partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. 

(b) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” 

(c) For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion
thereof) ending prior to the Closing Date, the components of such financial ratio or financial calculation shall be determined on a pro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four-quarter
period; and each Person that is a Restricted Subsidiary upon giving effect to the Transactions shall be deemed to be a Restricted Subsidiary for purposes of the components of such financial ratio or financial calculation as of the beginning of such
four-quarter period. 
 (d) Any financial ratios 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 (rounding up if there is no nearest number). 
 (e) Any references in this Agreement to “cash and/or Cash
Equivalents,” “cash, Cash Equivalents and/or Temporary Cash Investments” or any similar combination of the foregoing shall be construed as not double counting cash or any other applicable amount which would otherwise be duplicated
therein. 
 (f) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms
of such terms. 
 (g) In connection with any action being taken in connection with a Limited Condition Acquisition, for
purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable,
such condition shall, at the option of the U.S. Borrower, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition
are entered into. For the avoidance of doubt, if the U.S. Borrower has exercised its option under the first sentence of this clause (g), and any Default or Event of Default occurs following the date the definitive agreements for the applicable
Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any
action being taken in connection with such Limited Condition Acquisition is permitted hereunder. 
 (h) In connection with
any action being taken in connection with a Limited Condition Acquisition, for purposes of: 
 (1) determining compliance
with any provision of this Agreement which requires the calculation of the Consolidated Coverage Ratio, the Consolidated Fixed Charge Coverage Ratio (other than for the purposes of determining compliance with Section 9.6 as
to whether any Default or Event of Default shall have occurred thereunder), the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio; or 

  
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 (2) testing baskets set forth in this Agreement (including baskets measured
as a percentage of LTM EBITDA or Foreign LTM EBITDA but excluding any Combined Testing Availability requirement); 
 in each case, at the
option of the U.S. Borrower (the U.S. Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted
hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition and the
other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof and acquisition of Consolidated EBITDA) as if they had occurred at the beginning of the most recent four
consecutive fiscal quarters ending prior to the LCA Test Date for which consolidated financial statements of the U.S. Borrower are available, the U.S. Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio
or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the U.S. Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test
Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA or LTM EBITDA or Foreign LTM EBITDA of the U.S. Borrower or the Person subject to such Limited Condition Acquisition, at
or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the U.S. Borrower has made an LCA Election for any Limited Condition
Acquisition, then in connection with any subsequent calculation of any ratio or basket availability (other than any Combined Testing Availability requirement) with respect to the Incurrence of Indebtedness or Liens, or the making of Restricted
Payments or Permitted Investments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the U.S. Borrower or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior
to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such
ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

 (i) For purposes of any Collateral located in the Province of Québec or charged by any deed of hypothec (or any
other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province of
Québec, (q) “personal property” shall be deemed to include “movable property,” (r) “real property” shall be deemed to include “immovable property,” (s) “tangible property” shall be deemed to
include “corporeal property,” (t) “intangible property” shall be deemed to include “incorporeal property,” (u) “security interest” and “mortgage” shall be deemed to include a “hypothec,”
(v) all references to filing, registering or recording under the UCC or the PPSA shall be deemed to include publication under the Civil Code of Québec, (w) all references to “perfection” of or “perfected” Liens shall
be deemed to include a reference to the “opposability” of such Liens to third parties, (x) any “right of offset,” “right of setoff” or similar expression shall be deemed to include a “right of
compensation,” (y) “goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, and (z) an “agent” shall be deemed to include
a “mandatary.” 
 (j) Any deduction of Reserves in any definition herein shall be without duplication. 

(k) Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or
transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a
merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person
hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity). 

  
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 1.3. [Reserved]. 

1.4. [Reserved]. 
 1.5.
[Reserved]. 
 1.6. Exchange Rates. The applicable Administrative Agent or Letter of Credit Issuer, as applicable, shall
determine the Dollar Equivalent as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Outstanding Amounts denominated in Alternative Currencies. Such Dollar Equivalent shall become effective as of such Revaluation Date
and shall be the Dollar Equivalent employed in converting any amounts between the Dollars and Alternative Currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered hereunder or calculating financial
covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the applicable Administrative Agent
or Letter of Credit Issuer, as applicable. 
 Wherever in this Agreement in connection with a Borrowing, conversion, continuation or
prepayment of an Alternative Currency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Loan or Letter of Credit is denominated
in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the
Administrative Agent or the Letter of Credit Issuer, as the case may be. 
 1.7. Additional Alternative Currencies. 

(a) The Borrowers may from time to time request that Alternative Currency Loans be made and/or Letters of Credit be issued in a currency other
than those specifically listed in the definition of “Alternative Currency”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into
Dollars. In the case of any such request with respect to the making of Alternative Currency Loans, such request shall be subject to the approval of the applicable Administrative Agent and each Lender of the applicable Class; and in the case of any
such request with respect to the issuance of Letters of Credit under the U.S. Revolving Facility, Canadian Revolving Facility or European Revolving Facility, such request shall be subject to the approval of the applicable Administrative Agent and
the applicable Letter of Credit Issuer. 
 (b) Any such request shall be made to the applicable Administrative Agent not later than 11:00
a.m., twenty (20) Business Days prior to the date of the desired Borrowing (or such other time or date as may be agreed by the applicable Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the applicable
Letter of Credit Issuer, in its or their sole discretion). In the case of any such request pertaining to Alternative Currency Loans, the applicable Administrative Agent shall promptly notify each Lender of the applicable Class thereof; and in
the case of any such request pertaining to Letters of Credit, the applicable Administrative Agent shall promptly notify the applicable Letter of Credit Issuer thereof. Each applicable Lender (in the case of any such request pertaining to Alternative
Currency Loans) or the applicable Letter of Credit Issuer (in the case of a request pertaining to Letters of Credit) shall notify the applicable Administrative Agent, not later than 11:00 a.m., ten (10) Business Days after receipt of such
request whether it consents, in its sole discretion, to the making of Alternative Currency Loans or the issuance of Letters of Credit, as the case may be, in such requested currency. 

(c) Any failure by a Lender or Letter of Credit Issuer, as the case may be, to respond to such request within the time period specified in the
preceding sentence shall be deemed to be a refusal by such Lender or Letter of Credit Issuer, as the case may be, to permit Alternative Currency Loans to be made or Letters of Credit to be issued in such requested currency. If the applicable
Administrative Agent and all the Lenders consent to making Alternative Currency Loans in such requested currency and the applicable Administrative Agent and such Lenders reasonably determine that an appropriate interest rate is available to be used
for such requested currency, the applicable Administrative Agent shall so notify the applicable Borrower and (i) the applicable Administrative Agent, the U.S. Borrower and such Lenders may amend the definition of Alternative Currency Daily Rate
or Alternative Currency Term Rate to the extent necessary to add the applicable rate for such currency and any applicable adjustment 

  
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for such rate and (ii) to the extent the definition of Alternative Currency Daily Rate or Alternative Currency Term Rate, as applicable, has been amended to reflect the appropriate rate for
such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency for purposes of any Borrowings of Alternative Currency Loans. If the applicable Administrative Agent and the Letter of Credit Issuers consent to
the issuance of Letters of Credit in such requested currency, the applicable Administrative Agent shall so notify the applicable Borrower and (i) the applicable Administrative Agent, the Letter of Credit Issuer and the U.S. Borrower may amend
the definition of Alternative Currency Daily Rate or Alternative Currency Term Rate, as applicable, to the extent necessary to add the applicable rate for such currency and any applicable adjustment for such rate and (ii) to the extent the
definition of Alternative Currency Daily Rate or Alternative Currency Term Rate, as applicable, has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative
Currency, for purposes of any Letter of Credit issuances. If the applicable Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.7, the applicable Administrative
Agent shall promptly so notify the applicable Borrower. 
 1.8. Change of Currency. 

(a) Each obligation of the Borrowers to make a payment denominated in the national currency unit of any 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 (in accordance with the EMU Legislation). If, in relation to the currency of any such 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 applicable 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 member state adopts the Euro as its lawful currency; provided that if any Loan in the currency of such member state is outstanding immediately prior to such date,
such replacement shall take effect, with respect to such Loan, 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 Agents may from time to time specify to be appropriate to reflect the adoption of the Euro by any 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 Agents 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. 

1.9. Effect of Restatement. This Agreement shall amend and restate the Existing ABL Credit Agreement in its entirety, with the parties
hereby agreeing that there is no novation of the Existing ABL Credit Agreement and, on the Second Restatement Effective Date, the rights and obligations of the parties under the Existing ABL Credit Agreement shall be subsumed and governed by this
Agreement. Following the Second Restatement Effective Date, the Commitments under the Existing ABL Credit Agreement shall no longer be in effect and thereafter only Commitments under this Agreement shall be outstanding until otherwise terminated in
accordance with the terms hereof. 
 1.10. Non-Borrowing Base Foreign Guarantor
Documentation. Each guaranty and each collateral document entered into by a Non-Borrowing Base Foreign Guarantor, in the case of Non-Borrowing Base Foreign
Guarantor, shall be subject to the Non-Borrowing Base Foreign Guarantor Documentation Principles in all respects. 

1.11. Dutch Terms. In this Agreement, where it relates to a Dutch Loan Party or any other Person incorporated or, as applicable, having
its “centre of main interests” within the meaning of the Insolvency Regulation in the Netherlands, a reference to: 

(a) “the Netherlands” shall mean the European part of the Kingdom of the Netherlands and “Dutch” shall mean
in or of the Netherlands; 

  
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 (b) “organizational documents” shall mean the articles of
association (statuten), the deed of incorporation (akte van oprichting) and an up-to-date extract of registration of the Dutch trade register; 

(c) a “certificate of incorporation” shall mean a deed of incorporation (akte van oprichting); 

(d) a “security interest”, “security” or “lien” includes any mortgage (hypotheekrecht),
pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud), right of retention (recht van rententie), right to reclaim goods (recht van reclame) and any right in rem (beperkt recht) created for the
purpose of granting security (goederenrechtelijke zekerheid); 
 (e) a
“winding-up”, “administration” or “dissolution” includes declared bankrupt (failliet verklaard) or dissolved (ontbonden); 

(f) a “moratorium” includes surseance van betaling or voorlopige surseance van betaling and a
“moratorium is declared” includes surseance verleend or voorlopige surseance verleend; 
 (g) a
“liquidator”, “receiver”, “administrative receiver”, “conservator”, “trustee”, “administrator”, “compulsory manager”, “custodian”, “assignee for the benefit of
creditors” or similar Person includes a curator, a beoogd curator, a bewindvoerder, an observator or a herstructureringsdeskundige;; 

(h) an “attachment” includes a executoriaal beslag or conservatoir beslag; 

(i) “all necessary corporate or other organizational action to authorize” includes without limitation (i) any
action required to comply with the Works Councils Act of the Netherlands (Wet op de ondernemingsraden) and (ii) obtaining an unconditional positive advice (advies) from the competent works council(s); 

(j) to “commence any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors” includes a Person having filed a notice under Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990) or Section 60 of the
Social Insurance Financing Act of the Netherlands (Wet Financiering Sociale Verzekeringen) in conjunction with Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990); and 

(k) a “proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors” includes any insolvency proceedings within the meaning of the Insolvency Regulation listed or to be listed in Annex A thereto. 

1.12. Spanish Terms. In this Agreement, where it relates to any security created or purported to be created by virtue of any Spanish
Security Document, a reference to: 
 (i) a “matured obligation” includes, without limitation, any
crédito líquído, vencido y exigible; 
 (ii) a “guarantee” includes any
garantía (real or personal), aval or security or guarantee which is independent from the debt to which it relates; 

(iii) the granting, creation or transfer of a “security interest” or a collateral includes any in rem or
garantía real, derecho de retención, crédito privilegiado, preminencia en el orden de prelación de créditos and any transfer by way of security or other transaction having the same effect as each of the
foregoing; and 
 (iv) a “security” includes without limitation, any security, including any prenda, (con o sin
desplazamiento posesorio), hipoteca, any financial collateral or guarantee under Spanish law including Spanish Royal Decree-law 5/2005, March 11th, and
any other garantía real, derecho de retención or other transaction having the same effect as each of the foregoing. 

  
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 1.13. Belgian Terms. In this Agreement, where it relates to a Belgian Borrower or any
other Person incorporated in Belgium, a reference to: 
 (a) a Loan Party being “organized” under the laws of
Belgium, or of which its “jurisdiction of incorporation” is Belgium means that such Loan Party has its principal place of business (voornaamste vestiging/établissement principal (within the meaning of the
Belgian Law of 16 July 2004 on the conflicts of law code)) in Belgium or, for purposes of Taxes, that such Loan Party has its main establishment or seat of management or direction (voornaamste inrichting of zetel van bestuur of beheer
(within the meaning of the Belgian Income Tax Code 1992)) in Belgium, or a permanent establishment in Belgium within the meaning of an applicable double taxation agreement; 

(b) “organizational documents” shall mean the articles of association (statute/statuts), an extract from the
Crossroads Bank for Enterprises (uittreksel uit de Kruispuntbank voor Ondernemingen/extrait de la Banque Carrefour des Entreprises) and a non-insolvency certificate; 

(c) a “security interest” or “security” or “lien” includes any mortgage
(hypotheek/hypothèque), pledge (pand/nantissement), privilege (voorrecht/privilège), a reservation of title (eigendomsvoorbehoud/réserve de propriété), a real surety (zakelijke
zekerheid/sûreté réelle), a transfer by way of security (overdracht ten titel van zekerheid/transfert à titre de garantie) and a promise or mandate (mandaat/mandate) to create any of the security
interests mentioned above; 
 (d) an “insolvency” includes any insolventieprocedure/procédure
d’insolvabilité, faillissement/faillite, gerechtelijke reorganisatie/réorganisation judiciaire and any other concurrence between creditors (samenloop van schuldeisers/concours des créanciers); 

(e) a “winding up”, “liquidation”, “administration” or “dissolution” includes
vereffening/liquidation, ontbinding/dissolution, faillissement/faillite and sluiting van een onderneming/fermeture d’entreprise; 

(f) a “liquidator”, “receiver”, “administrative receiver”, “conservator”,
“trustee”, “administrator”, “compulsory manager”, “custodian”, “assignee for the benefit of creditors” or similar Person includes a curator/curateur, vereffenaar/liquidateur, voorlopig
bewindvoerder/administrateur provisoire, commissaris inzake opschorting/commissaire au sursis, mandataris ad hoc/mandataire ad hoc, gerechtsmandataris/mandataire de justice, gerechtelijke deskundige/expert judiciaire,
ondernemingsbemiddelaar/médiateur d’entreprise and an insolventiefunctionaris/praticien de l’insolvabilité, as applicable; 

(g) an “attachment”, “distress”, “execution” or analogous process includes uitvoerend
beslag/saisie exécutoire, sekwester/séquestre and bewarend beslag/saisie conservatoire; 
 (h)
“gross negligence” shall mean zware fout/faute lourde; 
 (i) willful “misconduct” or
“willful breach” shall mean opzet/dol; 
 (j) a “composition”, “compromise,
“assignment” or similar arrangement includes a gerechtelijke reorganisatie/réorganisation judiciaire, minnelijk akkoord met schuldeisers/accord amiable avec des créanciers, collectief akkoord/accord collectif,
as applicable; 
 (k) an “amalgamation”, “demerger”, “merger”, “consolidation” or
“corporate reconstruction” includes any overdracht van algemeenheid/transfert d’universalité, overdracht van bedrijfstak/transfert de branche d’activité, splitsing/scission and fusie/fusion and
assimilated transaction in accordance with article 676 and 677 (or article 12:7 and 12:8, as the case may be) (gelijkgestelde verrichting/opération assimilée) of the Belgian Companies Code; 

  
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 (l) the “Belgian Companies Code” shall mean the Belgian Wetboek
voor vennootschappen en verenigingen/Code de sociétés et des associations dated 23 March 2019, as the case may be and as amended from time to time; 

(m) the “(old) Belgian Civil Code” shall mean the Belgian (oud) Burgerlijk Wetboek/ (ancient)Code Civil as
amended from time to time; 
 (n) the “Belgian Law on Security over Moveable Assets” shall mean Book III, Title
XVII (Zakelijke zekerheden op roerende goederen/Des sûretés réelles mobilières) of the old Belgian Civil Code, as amended from time to time; and 

(o) the “Belgian Financial Collateral Law” shall mean the Belgian law of 15 December 2004 on financial
collateral arrangements as amended from time to time. 
 1.14. Interest Rates. The Administrative Agent does not warrant, nor accept
responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of
doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or
the effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any
alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrowers. The
Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate)
(or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Lender or any other person or entity for damages of any kind, including direct or indirect,
special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection,
determination, or calculation of any rate (or component thereof) provided by any such information source or service. 
 SECTION 2. Loans
and Letters of Credit 
 2.1. Credit Facilities. 

(a) Subject to all of the terms and conditions of this Agreement, the U.S. Revolving Lenders agree to make available a revolving credit
facility (the “U.S. Revolving Facility”) to the U.S. Borrower from time to time prior to the Revolving Maturity Date, which credit facilities shall be composed of a revolving line of credit consisting of U.S. Revolving Loans, U.S.
Swingline Loans and U.S. Letters of Credit of up to the Total U.S. Revolving Commitment. Unless an additional Alternative Currency is added with respect to U.S. Revolving Loans in accordance with Section 1.7, U.S. Revolving
Loans shall be denominated in Dollars and may be ABR Loans or Term SOFR Loans as further provided herein. Each U.S. Revolving Lender may, at its option, make any Loan available to the U.S. Borrower by causing any foreign or domestic branch or
Affiliate of such U.S. Revolving Lender to make such U.S. Revolving Loan; provided that any exercise of such option shall not affect the obligation of the U.S. Borrower to repay such U.S. Revolving Loan in accordance with the terms of this
Agreement. 
 (b) Subject to all of the terms and conditions of this Agreement, the Canadian Revolving Lenders agree to make available a
revolving credit facility (the “Canadian Revolving Facility”) to the Canadian Borrower and the U.S. Borrower from time to time prior to the Revolving Maturity Date, which credit facilities shall be composed of a revolving line of
credit consisting of Canadian Revolving Loans to the Canadian Borrower or U.S. Borrower, Canadian Swingline Loans to the Canadian Borrower or U.S. Borrower and Canadian Letters of Credit for the account of the Canadian Borrower or U.S. Borrower of
up to the Total Canadian Revolving Commitment. Unless an additional Alternative Currency is added with respect to Canadian Revolving Loans in accordance with Section 1.7, Canadian Revolving Loans may be denominated in
Dollars or Cdn. Dollars. Canadian Revolving Loans denominated in Dollars may be ABR Loans or Term SOFR Loans as further provided herein. Canadian Revolving 

  
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Loans denominated in Cdn. Dollars may be Canadian Prime Rate Loans or Alternative Currency Term Rate Loans as further provided herein. Each Canadian Revolving Lender may, at its option, make any
Loan available to the Canadian Borrower or U.S. Borrower by causing any foreign or domestic branch or Affiliate of such Qualified Canadian Lender to make such Canadian Revolving Loan; provided that any exercise of such option shall not affect
the obligation of such Borrower to repay such Canadian Revolving Loan in accordance with the terms of this Agreement. 
 (c) Subject to all
of the terms and conditions of this Agreement, the European Revolving Lenders agree to make available a revolving credit facility (the “European Revolving Facility”) to the European Borrowers from time to time prior to the Revolving
Maturity Date, which credit facilities shall be composed of a revolving line of credit consisting of European Revolving Loans to the European Borrowers, European Swingline Loans to the European Borrowers and European Letters of Credit for the
account of the European Borrowers of up to the Total European Revolving Commitment. Unless an additional Alternative Currency is added with respect to European Revolving Loans in accordance with Section 1.7, European
Revolving Loans may be denominated in Dollars, Euros or Sterling. European Revolving Loans denominated in Dollars shall at all times be Term SOFR Loans as further provided herein. European Revolving Loans denominated in Euros shall at all times be
Alternative Currency Term Rate Loans. European Revolving Loans denominated in Sterling shall at all times be Alternative Currency Daily Rate Loans. Each European Revolving Lender may, at its option, make any Loan available to the European Borrowers
by causing any foreign or domestic branch or Affiliate of such European Revolving Lender to make such European Revolving Loan; provided that any exercise of such option shall not affect the obligation of such European Borrower to repay such
European Revolving Loan in accordance with the terms of this Agreement. 
 (d) To the extent a Reallocated Additional Jurisdiction Revolving
Facility of the applicable Class has not previously been established, the U.S. Borrower may request the establishment of a Reallocated Additional Jurisdiction Revolving Facility (the “Reallocated Additional Jurisdiction Revolving
Facility”); provided that (i) the borrower under such Reallocated Additional Jurisdiction Revolving Facility shall be a Restricted Subsidiary of the U.S. Borrower organized under the laws of France, Germany or other countries to
be mutually agreed between the U.S. Borrower and the U.S. Administrative Agent, (ii) such Reallocated Additional Jurisdiction Revolving Facility shall be guaranteed by the U.S. Loan Parties, Canadian Loan Parties, European Borrowers and the Non-Borrowing Base Foreign Guarantors and secured by the Collateral provided by the U.S. Loan Parties, Canadian Loan Parties, European Borrowers and the Non-Borrowing Base
Foreign Guarantors, (iii) Borrowings under such Reallocated Additional Jurisdiction Revolving Facility shall be subject to U.S. Availability, Canadian Availability and European Availability and a Reserve shall be implemented in respect of the
applicable existing Borrowing Base (and not any borrowing base established after the Second Restatement Effective Date) in an amount equal to the aggregate amount of Commitments in respect of such Reallocated Additional Jurisdiction Revolving
Facility, (iv) the aggregate amount of Commitments in respect of such Reallocated Additional Jurisdiction Revolving Facility shall not exceed $100,000,000, (v) prior to creation of such Reallocated Additional Jurisdiction Revolving Facility,
each Lender under such Reallocated Additional Jurisdiction Revolving Facility shall have received all documentation and other information about the relevant borrower under applicable “know your customer” and anti-money laundering rules and
regulations, including the Patriot Act, and to the extent such borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have received, to the extent requested, a Beneficial Ownership Certification in
relation to such borrower, (vi) the Administrative Agents shall have consented to the establishment of such Reallocated Additional Jurisdiction Revolving Facility (such consent not to be unreasonably withheld, conditioned or delayed), (vii) the
Commitments under such Reallocated Additional Jurisdiction Revolving Facility shall have been reallocated from the Canadian Revolving Facility, the U.S. Revolving Facility or the European Revolving Facility pursuant to
Section 2.1(e), (viii) obligations under such Reallocated Additional Jurisdiction Revolving Facility will be pari passu in right of payment with the obligations under each of the U.S. Revolving Facility, Canadian Revolving
Facility and European Revolving Facility and the “waterfall” in Section 10 shall be amended to reflect such priority and (ix) the terms of such Reallocated Additional Jurisdiction Revolving Facility shall otherwise be
substantially similar to the terms applicable to the European Revolving Facility including with respect to maturity and pricing. To the extent a Reallocated Additional Jurisdiction Revolving Facility is established, this Agreement and the other Loan
Documents may be amended solely with the consent of the U.S. Borrower and the Administrative Agent to give effect to the foregoing requirements, including for any local law provisions, customary tax provisions consistent with prevailing market
standards and such other administrative changes as may be required to give effect to such Reallocated Additional Jurisdiction Revolving Facility. Each Additional Jurisdiction Revolving Lender may, at its option, make any Additional Jurisdiction
Revolving Loan available to the applicable borrower by causing any foreign or domestic branch or Affiliate of such Additional Jurisdiction Revolving Lender to make such Additional Jurisdiction Revolving Loan; provided that any exercise of such
option shall not affect the obligation of such borrower to repay Additional Jurisdiction Revolving Loans in accordance with the terms of this Agreement. 

  
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 (d) One time in any fiscal quarter of the U.S. Borrower, so long as the Availability
Conditions under the Revolving Facility from which the Revolving Commitments would be reallocated would be satisfied before and after giving effect thereto, the Borrowers may reallocate (i) all or a portion of any U.S. Revolving Lenders’
Commitments with respect to the U.S. Revolving Facility to the Canadian Revolving Facility, to the European Revolving Facility, to a Reallocated Additional Jurisdiction Revolving Facility (to the extent established, including an establishment
concurrent with such reallocation) or to an Incremental Additional Jurisdiction Revolving Facility (to the extent established, including an establishment concurrent with such reallocation), (ii) all or a portion of any Canadian Revolving
Lenders’ Commitments with respect to the Canadian Revolving Facility to the U.S. Revolving Facility, to the European Revolving Facility, to a Reallocated Additional Jurisdiction Revolving Facility (to the extent established) or to an
Incremental Additional Jurisdiction Revolving Facility (to the extent established), (iii) all or a portion of any European Revolving Lenders’ Commitments with respect to the European Revolving Facility to the U.S. Revolving Facility, to the
Canadian Revolving Facility, to a Reallocated Additional Jurisdiction Revolving Facility (to the extent established) or to an Incremental Additional Jurisdiction Revolving Facility (to the extent established) or (iv) all or a portion of any
Additional Jurisdiction Revolving Lenders’ Commitments with respect to a Reallocated Additional Jurisdiction Revolving Facility or Incremental Additional Jurisdiction Revolving Facility to the Canadian Revolving Facility, the U.S. Revolving
Facility, the European Revolving Facility, Reallocated Additional Jurisdiction Revolving Facility (to the extent established) or to an Incremental Additional Jurisdiction Revolving Facility (to the extent established), in each case by written notice
to the Administrative Agents delivered at least 10 Business Days prior to the proposed date of effectiveness of such reallocation, in form reasonably satisfactory to the Administrative Agents and with the written consent of each Lender whose
commitment is being reallocated (it being understood that any Reallocated Additional Jurisdiction Revolving Facility shall be subject to the cap set forth in clause (d) above and no Lender shall be obligated to have its commitment reallocated
and the failure of any Lender to respond to a request for reallocation after 5 Business Days shall be deemed a refusal); provided that (i) no Default or Event of Default shall exist and be continuing or result from such reallocation,
(ii) the aggregate principal amount of the Total Revolving Commitments shall not increase as a result of such reallocation and (iii) the aggregate principal amount of the Revolving Commitments of any Lender who participates in such
reallocation shall not increase as a result of such reallocation. Upon such reallocation, (i) the specified amount of such Lender’s U.S. Revolving Commitments, Canadian Revolving Commitments, European Revolving Commitments, Reallocated
Additional Jurisdiction Revolving Commitments or Incremental Additional Jurisdiction Revolving Commitments, as applicable, shall be deemed to be converted to an increase in such Canadian Revolving Commitments, U.S. Revolving Commitments, European
Revolving Commitments, Reallocated Additional Jurisdiction Revolving Commitments or Incremental Additional Jurisdiction Revolving Commitments, as applicable, for all purposes hereof and (ii) each Lender shall purchase or sell U.S. Revolving
Loans, Canadian Revolving Loans, European Revolving Loans, Reallocated Additional Jurisdiction Revolving Loans or Incremental Additional Jurisdiction Revolving Loans, as applicable, at par to the other Lenders as specified by the Administrative
Agents in an amount necessary such that, after giving effect to all such purchases and sales, each Lender shall have funded its Pro Rata Share of the entire amount of the then outstanding U.S. Revolving Loans, Canadian Revolving Loans, European
Revolving Loans, Reallocated Additional Jurisdiction Revolving Loans and Incremental Additional Jurisdiction Revolving Loans, as applicable. 

(e) Subject to all of the terms and conditions of this Agreement, on the Second Restatement Effective Date, each Initial Term Lender
agrees, severally and not jointly, to make a loan (each such loan an “Initial Term Loan”) to the U.S. Borrower in Dollars in an amount equal to such Lender’s Initial Term Commitment such that the total aggregate amount of the
Initial Term Loans funded on the Second Restatement Effective Date equals $200,000,000. The Initial Term Loans may, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Term SOFR Loans or ABR Loans;
provided that all Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Initial Term Loans of the same Type. Initial Term Loans may be repaid or
prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed. 

  
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 2.2. U.S. Revolving Loans and Borrowing Procedures for U.S. Revolving Loans and Term
Loans. 
 (a) Amounts. Subject to all of the terms and conditions of this Agreement, each U.S. Revolving Lender severally, but
not jointly, agrees, upon the U.S. Borrower’s request from time to time on any Business Day during the period from the Second Restatement Effective Date to the Revolving Maturity Date, to make revolving loans (the “U.S. Revolving
Loans”) to the U.S. Borrower denominated in Dollars or any Alternative Currency added in accordance with Section 1.7 in amounts not to exceed such U.S. Revolving Lender’s Pro Rata Share of the Total U.S.
Revolving Commitment, so long as after giving effect thereto and the application of the proceeds thereof, the U.S. Availability Conditions are satisfied. The U.S. Borrower may use the U.S. Revolving Commitments by borrowing, prepaying the U.S.
Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. U.S. Revolving Loans of the applicable Class shall automatically be made as ABR Loans for the payment of interest on such Loans and
other Obligations due hereunder on the date when due to the extent available in accordance with the foregoing limitations and not paid by the U.S. Borrower and, in each case, as provided for herein. 

(b) Procedure for Borrowing. 

(i) Each Borrowing of U.S. Revolving Loans, U.S. Swingline Loans or Term Loans by the U.S. Borrower shall be made upon the U.S.
Borrower’s irrevocable written notice delivered to the U.S. Administrative Agent in the form of a notice of borrowing substantially in the form of Exhibit A-1 (each a
“U.S. Notice of Borrowing”) or Exhibit A-3 (a “Term Notice of Borrowing”), as applicable, which must be received by the U.S. Administrative Agent prior to (i) 1:00 p.m.
(New York City time) three Business Days prior to the date of such Borrowing, in the case of Term SOFR Loans, (ii) 1:00 p.m. (New York City time) at least one Business Day prior to the date of such Borrowing, in the case of ABR Loans and (iii) 2:00
p.m. (New York City time) on the date of such Borrowing, in the case of ABR Loans that are U.S. Swingline Loans, or in each case, at such later time as agreed by the Administrative Agent in its reasonable discretion, specifying: 

(A) whether such Borrowing consists of U.S. Revolving Loans or Term Loans; 

(B) the amount and currency of the Borrowing, which must equal or exceed the Minimum Borrowing Amount (and increments of
$1,000,000 in excess of such amount); 
 (C) the date of the requested Borrowing, which must be a Business Day; 

(D) whether the U.S. Revolving Loans requested are to be ABR Loans or Term SOFR Loans provided that all U.S. Revolving
Loans made by each of the U.S. Revolving Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of U.S. Revolving Loans of the same Type; 

(E) in the case of a request for Term SOFR Loans, the duration of the initial Interest Period to be applicable thereto (and if
not specified, it shall be deemed a request for an Interest Period of one month). 
 (ii) In lieu of delivering a U.S. Notice of Borrowing,
the U.S. Borrower may give the U.S. Administrative Agent telephonic notice of such request for advances on or before the deadline set forth above (promptly confirmed by delivery of a completed U.S. Notice of Borrowing). The U.S. Administrative Agent
at all times shall be entitled to rely on such telephonic notice in making such U.S. Revolving Loans, regardless of whether any written confirmation is received. 

(c) U.S. Designated Accounts. On or prior to the Closing Date, the U.S. Borrower delivered to the U.S. Administrative Agent a notice
setting forth the account for the U.S. Borrower (each, a “U.S. Designated Account”) to which each Administrative Agent is authorized to transfer the proceeds of the U.S. Revolving Loans or Term Loans requested hereunder by the U.S.
Borrower. The U.S. Borrower may designate a replacement account from time to time by written notice to the U.S. Administrative Agent duly executed by an Authorized Officer of the U.S. Borrower. All such U.S. Designated Accounts must be reasonably
satisfactory to the U.S. Administrative Agent. 

  
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 (d) No Liability. The U.S. Administrative Agent shall not incur any liability to the
U.S. Borrower as a result of acting upon any notice referred to in Sections 2.2(b) and (c), which the U.S. Administrative Agent believes in good faith to have been given by an Authorized Officer of the U.S. Borrower.
The crediting of U.S. Revolving Loans and Term Loans to a U.S. Designated Account conclusively establishes the obligation of the U.S. Borrower to repay such U.S. Revolving Loans and Term Loans as provided herein. 

(e) Notice Irrevocable. Any U.S. Notice of Borrowing (or telephonic notice in lieu thereof) made pursuant to
Section 2.2(b) shall be irrevocable. The U.S. Borrower shall be bound to borrow the funds requested therein in accordance therewith. 

(f) Making of U.S. Revolving Loans and Term Loans; Reserves. 

(i) Promptly after receipt of a U.S. Notice of Borrowing or telephonic or electronic notice in lieu thereof, the U.S. Administrative Agent
shall notify the applicable U.S. Revolving Lenders or Term Lenders by telecopy, telephone or e-mail of the requested Borrowing. Each applicable Lender shall transfer its Pro Rata Share of the requested
Borrowing to the U.S. Administrative Agent in immediately available funds to the account from time to time designated by the U.S. Administrative Agent, not later than 2:00 p.m. (New York City time) on the date of the applicable Borrowing. After
the U.S. Administrative Agent’s receipt of all proceeds of such U.S. Revolving Loans or Term Loans, the U.S. Administrative Agent shall make the proceeds of such Loans available to the U.S. Borrower on the date of the applicable Borrowing by,
not later than 4:00 p.m. (New York City time) transferring same day funds to the U.S. Designated Account designated by the U.S. Borrower; provided, however, that no U.S. Revolving Loans shall be made on any date unless, after
giving effect thereto, the U.S. Availability Conditions are satisfied on such date. 
 (ii) The U.S. Administrative Agent may establish
Reserves or change any of the Reserves, in the exercise of its reasonable good faith credit judgment, provided that (A) any changes to such Reserves will be made in good faith and (B) such Reserves shall not be established or
changed except upon not less than five (5) Business Days’ notice to the U.S. Borrower (unless an Event of Default exists in which event no notice shall be required), and to the extent the U.S. Borrower shall have objected to the addition
of or change to such Reserve during such 5 Business Day period, the U.S. Administrative Agent shall have taken into consideration the U.S. Borrower’s basis of objection and shall have negotiated in good faith with the U.S. Borrower in order to
reach a mutually satisfactory resolution with respect to such Reserve (other than if an Event of Default exists). The U.S. Administrative Agent will be available during such period to discuss any such proposed Reserve or change with the U.S.
Borrower and without limiting the right of the U.S. Administrative Agent to establish or change such Reserves in the U.S. Administrative Agent’s reasonable credit judgment, the U.S. Borrower may take such action as may be required so that the
event, condition or matter that is the basis for such Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the U.S. Administrative Agent. The amount of any Reserve established by the U.S. Administrative Agent shall have
a reasonable relationship as determined by the U.S. Administrative Agent in its reasonable credit judgment to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve shall
not be established to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definitions of Eligible Accounts, Eligible Inventory or Eligible Investment Grade Accounts, but the U.S. Administrative Agent
shall retain the right, subject to the requirements of this paragraph, to establish Reserves with respect to prospective changes in eligible Collateral that may reasonably be anticipated. 

(g) U.S. Swingline Commitment. 

(i) Subject to and upon the terms and conditions herein set forth, the U.S. Swingline Lender in its individual capacity agrees, at any time
and from time to time on and after the Second Restatement Effective Date and prior to the Revolving Maturity Date, to make a loan or loans (each a “U.S. Swingline Loan” and, collectively, the “U.S. Swingline Loans”)
in Dollars in the amount of that Borrowing available to the U.S. Borrower by transferring same day funds to the U.S. Designated Account or such other account(s) as may be designated by the U.S. Borrower in writing within the time period set forth in
Section 2.2(b)(i)(iii). The U.S. Swingline Lender shall 

  
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make the proceeds of such U.S. Swingline Loans available to the U.S. Borrower on the date of the applicable Borrowing by not later than 4:00 p.m. (New York City time). Each U.S. Swingline
Loan shall be subject to all the terms and conditions applicable to U.S. Revolving Loans that are ABR Loans except that all payments thereon (including interest) shall be made to the U.S. Swingline Lender. The U.S. Swingline Lender shall not make
any U.S. Swingline Loan if (1) the U.S. Administrative Agent has received written notice from any U.S. Revolving Lender that one or more of the applicable conditions precedent set forth in Section 5 or
Section 6 will not be satisfied on the date of the requested Borrowing, (2) after giving effect to the requested Borrowing, the U.S. Availability Conditions would not be satisfied on such date, or (3) such U.S.
Swingline Loan would cause the aggregate outstanding principal balance of all U.S. Swingline Loans to exceed the U.S. Swingline Commitment. U.S. Swingline Loans shall at all times be ABR Loans. 

(ii) On any Business Day, the U.S. Swingline Lender may, in its sole discretion (and, if any U.S. Swingline Loan is outstanding for five
Business Days, the U.S. Swingline Lender shall on such fifth Business Day), give notice to each U.S. Revolving Lender that all then outstanding U.S. Swingline Loans shall be funded with a Borrowing of U.S. Revolving Loans, in which case U.S.
Revolving Loans constituting ABR Loans (each such Borrowing, a “Mandatory U.S. Borrowing”) shall be made on the immediately succeeding Business Day by each U.S. Revolving Lender pro rata based on each such Lender’s Pro
Rata Share, and the proceeds thereof shall be applied directly to the U.S. Swingline Lender to repay the U.S. Swingline Lender for such outstanding U.S. Swingline Loans. Each U.S. Revolving Lender hereby irrevocably agrees to make such U.S.
Revolving Loans upon one Business Day’s notice pursuant to each Mandatory U.S. Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the U.S. Swingline Lender notwithstanding
(i) that the amount of the Mandatory U.S. Borrowing may not comply with the Minimum Borrowing Amount, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event
of Default has occurred and is continuing (unless the U.S. Swingline Lender has received written notice thereof from any Lender as contemplated above prior to the date such Swingline Loan was made), (iv) the date of such Mandatory U.S. Borrowing or
(v) any reduction in the U.S. Revolving Commitments or the North American Borrowing Base after any such U.S. Swingline Loans were made. In the event that, in the sole judgment of the U.S. Swingline Lender, any Mandatory U.S. Borrowing cannot
for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the U.S. Borrower), each U.S. Revolving Lender hereby agrees that it shall forthwith
purchase from the U.S. Swingline Lender (without recourse or warranty) such participation of the outstanding U.S. Swingline Loans as shall be necessary to cause the U.S. Revolving Lenders to share in such U.S. Swingline Loans ratably based upon
their respective Pro Rata Shares, provided that all principal and interest payable on such U.S. Swingline Loans shall be for the account of the U.S. Swingline Lender until the date the respective participation is purchased and, to the extent
attributable to the purchased participation, shall be payable to such U.S. Revolving Lender purchasing the same from and after such date of purchase. 

(iii) If at any time that U.S. Swingline Loans are outstanding a U.S. Revolving Lender becomes a Defaulting Lender, all or any part of such
U.S. Swingline Loans shall be reallocated among the non-Defaulting Lenders that are U.S. Revolving Lenders in accordance with their respective Pro Rata Shares (calculated without giving effect to any such
Defaulting Lender’s U.S. Revolving Commitments) but only to the extent (x) (1) the sum of all non-Defaulting Lenders’ U.S. Revolving Commitments plus such Defaulting Lender’s pro rata share
of such Swingline Loans does not exceed the total of all non-Defaulting Lenders’ U.S. Revolving Commitments and (2) no individual non-Defaulting U.S.
Lender’s Outstanding Amount of U.S. Revolving Loans and participations in U.S. Letters of Credit, U.S. Swingline Loans and U.S. Agent Advances exceeds its U.S. Revolving Commitment and (y) the condition set forth in
Section 6.1(a) is satisfied at such time; provided that, subject to Section 12.26, neither such reallocation nor any payment by a non-Defaulting
Lender pursuant hereto will constitute a waiver or release of any claim any Borrower, any Lender, the U.S. Administrative Agent or U.S. Swingline Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a non-Defaulting Lender. If the reallocation described above cannot, or can only partially, be effected, the U.S. Borrower shall within one Business Day following notice by the U.S. Administrative Agent prepay such
unreallocated portion of the Swingline Loans. Notwithstanding the foregoing, the U.S. Swingline Lender shall be under no obligation to make any U.S. Swingline Loan at any time that any U.S. Revolving Lender is a Defaulting Lender unless it is
satisfied that the related exposure will be 100% covered by the U.S. Revolving Commitments of the non-Defaulting Lenders and participating interests in any such newly made Swingline Loan shall be allocated
among non-Defaulting Lenders in a manner consistent with this Section 2.2 (and Defaulting Lenders shall not participate therein). 

  
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 (h) U.S. Agent Advances. 

(i) Subject to the limitations set forth below, the U.S. Administrative Agent is authorized by the U.S. Borrower and the U.S. Revolving
Lenders, from time to time in the U.S. Administrative Agent’s sole discretion, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in
Section 6 have not been satisfied, to make U.S. Revolving Loans (that may only be ABR Loans) in Dollars to the U.S. Borrower on behalf of the U.S. Revolving Lenders in an aggregate principal amount outstanding at any time
not to exceed $50,000,000 (provided that, after giving effect to the making of any such ABR Loan, the aggregate Outstanding Amount of U.S. Revolving Loans, U.S. Agent Advances, U.S. Swingline Loans and U.S. Letter of Credit Obligations shall
not exceed the Total U.S. Revolving Commitment) which the U.S. Administrative Agent, in its good faith judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood
of, or maximize the amount of, repayment of the U.S. Revolving Loans and other U.S. Obligations (including through ABR Loans for the purpose of enabling the U.S. Borrower to meet their payroll and associated tax obligations), and/or (3) to pay
any other amount chargeable to the U.S. Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 12.5 (any of such advances are herein referred to as “U.S. Agent
Advances”); provided that U.S. Agent Advances shall not be outstanding for more than 30 consecutive days unless the U.S. Availability Conditions are satisfied; provided, further, that the Required Lenders may at
any time revoke the U.S. Administrative Agent’s authorization to make U.S. Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the U.S. Administrative Agent’s receipt thereof. At any time,
the U.S. Administrative Agent may require the U.S. Revolving Lenders to fund their risk participations in the U.S. Agent Advances as described in Section 2.2(h)(ii). 

(ii) Upon the making of a U.S. Agent Advance by the U.S. Administrative Agent (whether before or after the occurrence of a Default or an Event
of Default), each U.S. Revolving Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the U.S. Administrative Agent, without recourse or warranty, an undivided interest and
participation in such U.S. Agent Advance in proportion to its Pro Rata Share of the Total U.S. Revolving Commitment. All principal and interest payable on such U.S. Agent Advance shall be for the account of the U.S. Administrative Agent until the
date, if any, on which the U.S. Administrative Agent requires any U.S. Revolving Lender to fund its participation in any U.S. Agent Advance purchased hereunder; after such date, the U.S. Administrative Agent shall promptly distribute to such U.S.
Revolving Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the U.S. Administrative Agent in respect of such U.S. Agent Advance. 

(iii) The U.S. Agent Advances shall be secured by the Collateral Agent’s Liens in and to the Collateral and shall constitute ABR Loans
and U.S. Obligations hereunder. 
 2.3. Canadian Revolving Loans and Borrowing Procedures for Canadian Revolving Loans. 

(a) Amounts. Subject to all of the terms and conditions of this Agreement, each Canadian Revolving Lender severally, but not jointly,
agrees, upon the Canadian Borrower’s or the U.S. Borrower’s request from time to time on any Business Day during the period from the Second Restatement Effective Date to the Revolving Maturity Date, to make revolving loans (the
“Canadian Revolving Loans”) to the Canadian Borrower or U.S. Borrower, denominated in Dollars, Cdn. Dollars or any Alternative Currency added in accordance with Section 1.7 in Outstanding Amounts not to exceed such Canadian
Revolving Lender’s Pro Rata Share of the Total Canadian Revolving Commitment so long as after giving effect thereto and to the application of the proceeds thereof, the Canadian Availability Conditions are satisfied. The Canadian Borrower and
U.S. Borrower may use the Canadian Revolving Commitments by borrowing, prepaying the Canadian Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. Canadian Revolving Loans of the applicable
Class shall automatically be made as ABR Loans or Canadian Prime Rate Loans to the Canadian Borrower or U.S. Borrower for the payment of interest on such Loans and other Obligations of the Canadian Borrower or U.S. Borrower, as applicable, on
the date when due to the extent available in accordance with the foregoing limitations and not paid by the Canadian Borrower or U.S. Borrower and, in each case, as provided for herein. 

  
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 (b) Procedure for Borrowing. 

(i) Each Borrowing of Canadian Revolving Loans and Canadian Swingline Loans or by the Canadian Borrower or U.S. Borrower shall be made upon
the Canadian Borrower or U.S. Borrower’s irrevocable written notice delivered to the Canadian Administrative Agent in the form of a notice of borrowing substantially in the form of
Exhibit A-2 (“Canadian Notice of Borrowing”) which must be received by the Canadian Administrative Agent prior to (i) 1:00 p.m. (New York City time) three Business
Days prior to the date of such Borrowing, in the case of Term SOFR Loans or Alternative Currency Term Rate Loans denominated in Cdn. Dollars, (ii) 1:00 p.m. (New York City time) one Business Day prior to the date of such Borrowing, in the case of
Canadian Prime Rate Loans or ABR Loans and (iii) 12:00 Noon (New York City time) on the date of such Borrowing, in the case of Canadian Prime Rate Loans or ABR Loans that are, in each case, Canadian Swingline Loans, or in each case, at such later
time as agreed by the Administrative Agent in its reasonable discretion, specifying: 
 (A) whether the Loans are being
borrowed by the Canadian Borrower or the U.S. Borrower; 
 (B) the amount and currency of the Borrowing which must equal or
exceed the Minimum Borrowing Amount (and increments of $1,000,000 or the approximate Dollar Equivalent thereof in excess of such amount); 

(C) the date of the requested Borrowing, which must be a Business Day; 

(D) whether the Canadian Revolving Loans requested are to be Canadian Prime Rate Loans, ABR Loans, Term SOFR Loans, Alternative
Currency Term Rate Loans denominated in Cdn. Dollars (and if not specified, it shall be deemed a request for a Canadian Prime Rate Loan (in the case of Canadian Revolving Loans denominated in Cdn. Dollars) or an ABR Loan (in the case of Canadian
Revolving Loans denominated in Dollars)); provided that all Canadian Revolving Loans made by each of the Canadian Revolving Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of
Canadian Revolving Loans of the same Type; and 
 (E) in the case of a request for Term SOFR Loans or Alternative Currency
Term Rate Loans denominated in Cdn. Dollars, the duration of the initial Interest Period to be applicable thereto (and if not specified, it shall be deemed a request for an Interest Period of one month). 

(ii) In lieu of delivering a Canadian Notice of Borrowing, the Canadian Borrower or U.S. Borrower may give the Canadian Administrative Agent
telephonic notice of such request for advances on or before the deadline set forth above (promptly confirmed by delivery of a completed Canadian Notice of Borrowing). The Canadian Administrative Agent at all times shall be entitled to rely on such
telephonic notice in making such Canadian Revolving Loans, regardless of whether any written confirmation is received. 
 (c) Reliance
upon Authority. On or prior to the Closing Date, the Canadian Borrower delivered to the Canadian Administrative Agent a notice setting forth the account for the Canadian Borrower and on or prior to the Second Restatement Effective Date, the U.S.
Borrower delivered to the Canadian Administrative Agent a notice setting forth the account for the U.S. Borrower (each a “Canadian Designated Account”) to which the Canadian Administrative Agent is authorized to transfer the
proceeds of the Canadian Revolving Loans requested hereunder by the Canadian Borrower or the U.S. Borrower. The Canadian Borrower or U.S. Borrower, as applicable, may designate a replacement account from time to time by written notice to the
Canadian Administrative Agent duly executed by an Authorized Officer of the Canadian Borrower or U.S. Borrower, as applicable. All such Canadian Designated Accounts must be reasonably satisfactory to the Canadian Administrative Agent and must be
domiciled in either the United States or Canada. 
 (d) No Liability. The Canadian Administrative Agent shall not incur any liability
to the Canadian Borrower or U.S. Borrower as a result of acting upon any notice referred to in Sections 2.3(b) and (c), which the Canadian Administrative Agent believes in good faith to have been given by an
Authorized Officer of the Canadian Borrower or U.S. Borrower, as applicable. The crediting of Canadian Revolving Loans to a Canadian Designated Account conclusively establishes the obligation of the Canadian Borrower or U.S. Borrower, as
applicable, to repay such Canadian Revolving Loans as provided herein. 

  
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 (e) Notice Irrevocable. Any Canadian Notice of Borrowing (or telephonic notice in
lieu thereof) made pursuant to Section 2.3(b) shall be irrevocable. The Canadian Borrower or U.S. Borrower, as applicable, shall be bound to borrow the funds requested therein in accordance therewith. 

(f) Making of Canadian Revolving Loans Reserves. 

(i) Promptly after receipt of a Canadian Notice of Borrowing or telephonic or electronic notice in lieu thereof, the Canadian Administrative
Agent shall notify each Canadian Revolving Lender by telecopy, telephone or e-mail of the requested Borrowing. Each Canadian Revolving Lender shall transfer its Pro Rata Share of the requested Borrowing to the
Canadian Administrative Agent in immediately available funds in the applicable currency, to the account from time to time designated by the Canadian Administrative Agent, not later than 2:00 p.m. (New York City time) on the date of the
applicable Borrowing. After the Canadian Administrative Agent’s receipt of all proceeds of any Borrowing of Canadian Revolving Loans, the Canadian Administrative Agent shall make the proceeds of such Canadian Revolving Loans available to
the Canadian Borrower or the U.S. Borrower, as applicable, on the date of the applicable Borrowing by, not later than 4:00 p.m. (New York City time) transferring same day funds to the Canadian Designated Account designated by the Canadian
Borrower or U.S. Borrower, as applicable; provided, however, that no Canadian Revolving Loans shall be made on any date unless, after giving effect thereto, the Canadian Availability Conditions are satisfied. 

(ii) The Canadian Administrative Agent may establish Reserves or change any of the Reserves, in the exercise of its reasonable credit
judgment, provided that (A) any changes to such reserves will be made in good faith and (B) such Reserves shall not be established or changed except upon not less than five (5) Business Days’ notice to the Canadian
Borrower and U.S. Borrower (unless an Event of Default exists in which event no notice shall be required), and to the extent the Canadian Borrower or U.S. Borrower shall have objected to the addition of or change to such Reserve during such 5
Business Day period, the Canadian Administrative Agent shall have taken into consideration the Canadian Borrower or U.S. Borrower’s basis of objection and shall have negotiated in good faith with the applicable Borrower in order to reach a
mutually satisfactory resolution with respect to such Reserve (other than if an Event of Default exists). The Canadian Administrative Agent will be available during such period to discuss any such proposed Reserve or change with the applicable
Borrower and without limiting the right of the Canadian Administrative Agent to establish or change such Reserves in the Canadian Administrative Agent’s reasonable credit judgment, the Canadian Borrower or U.S. Borrower may take such action as
may be required so that the event, condition or matter that is the basis for such Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the Canadian Administrative Agent. The amount of any Reserve established by the
Canadian Administrative Agent shall have a reasonable relationship as determined by the Canadian Administrative Agent in its reasonable credit judgment to the event, condition or other matter that is the basis for the Reserve. Notwithstanding
anything herein to the contrary, a Reserve shall not be established to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definitions of Eligible Accounts, Eligible Inventory or Eligible Investment
Grade Accounts, but the Canadian Administrative Agent shall retain the right, subject to the requirements of this paragraph, to establish Reserves with respect to prospective changes in eligible Collateral that may reasonably be anticipated. 

(g) Canadian Swingline Commitment. 

(i) Subject to and upon the terms and conditions herein set forth, each Canadian Swingline Lender in its individual capacity agrees, at any
time and from time to time on and after the Second Restatement Effective Date and prior to the Revolving Maturity Date, to make a loan or loans (each a “Canadian Swingline Loan” and, collectively, the “Canadian
Swingline Loans”) in Dollars or Cdn. Dollars in the amount of that Borrowing available to the Canadian Borrower or U.S. Borrower by transferring same day funds to the Canadian Designated Account or such other account(s) as may be designated
by the Canadian Borrower or U.S. Borrower, as applicable, in writing within the time period set forth in Section 2.3(b)(i)(iii). Each Canadian Swingline Lender shall make the proceeds of such Canadian Swingline Loans available to the Canadian
Borrower or the U.S. Borrower, as applicable, on the date of the applicable Borrowing by not later than 4:00 p.m. (New York City time). Each Canadian 

  
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Swingline Loan shall be subject to all the terms and conditions applicable to other Canadian Revolving Loans except that all payments thereon (including interest) shall be made to the applicable
Canadian Swingline Lenders. No Canadian Swingline Lender shall make any Canadian Swingline Loan if (1) the Canadian Administrative Agent has received written notice from any Canadian Revolving Lender that one or more of the applicable
conditions precedent set forth in Section 5 or Section 6 will not be satisfied on the date of the requested Borrowing, (2) after giving effect to the requested Borrowing, the Canadian
Availability Conditions would not be satisfied, or (3) such Canadian Swingline Loan would cause the aggregate outstanding principal balance of all Canadian Swingline Loans to exceed the Canadian Swingline Commitment. Canadian Swingline Loans
shall at all times be maintained as ABR Loans or Canadian Prime Rate Loans, as applicable. 
 (ii) On any Business Day, any Canadian
Swingline Lender may, in its sole discretion (and, if any Canadian Swingline Loan is outstanding for five Business Days, the Canadian Swingline Lender shall on such fifth Business Day), give notice by 1:00 p.m. (New York City time) to each Canadian
Revolving Lender that all then outstanding Canadian Swingline Loans made by such Canadian Swingline Lender shall be funded with a Borrowing of Canadian Revolving Loans in the same currency in which the then outstanding Canadian Swingline Loans are
denominated, in which case Canadian Revolving Loans constituting ABR Loans or Canadian Prime Rate Loans (each such Borrowing, a “Mandatory Canadian Borrowing”), as applicable, shall be made to the Canadian Borrower or U.S. Borrower,
as applicable, (in the amount of its Canadian Swingline Loans from such Canadian Swingline Lender (in the amount of their Canadian Swingline Loans from such Canadian Swingline Lender) on the next Business Day by each Canadian Revolving Lender based
on each Lender’s Pro Rata Share and in the same currency as the applicable Canadian Swingline Loan is denominated, and the proceeds thereof shall be applied directly to such Canadian Swingline Lender to repay the Canadian Swingline Lender for
such outstanding Canadian Swingline Loans. Each Canadian Revolving Lender hereby irrevocably agrees to make such Canadian Revolving Loans pursuant to each Mandatory Canadian Borrowing in the amount and in the manner specified in the preceding
sentence and on the date specified to it in writing by the Canadian Swingline Lenders notwithstanding (i) that the amount of the Mandatory Canadian Borrowing may not comply with the minimum amount for each Borrowing specified in
Section 2.3, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing (unless the Canadian Swingline
Lenders has received written notice thereof from any Lender as contemplated above prior to the date such Canadian Swingline Loan was made), (iv) the date of such Mandatory Canadian Borrowing, (v) any reduction in the Canadian Revolving
Commitments or the North American Borrowing Base after any such Canadian Swingline Loans were made or (vi) any fluctuations in exchange rates following the date such Canadian Swingline Loans were made. In the event that, in the sole judgment of
the Canadian Swingline Lenders, any Mandatory Canadian Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the BIA in respect of the Canadian Borrower or as a
result of the commencement of a proceeding under the Bankruptcy Code in respect of the U.S. Borrower), each Canadian Revolving Lender hereby agrees that it shall forthwith purchase from the Canadian Swingline Lenders (without recourse or warranty)
such participation of the outstanding Canadian Swingline Loans as shall be necessary to cause the Canadian Revolving Lenders to share in such Canadian Swingline Loans ratably based upon their respective Pro Rata Shares, provided that all
principal and interest payable on such Canadian Swingline Loans made by any Canadian Swingline Lender shall be for the account of such Canadian Swingline Lender until the date the respective participation is purchased and, to the extent attributable
to the purchased participation, shall be payable to such Lender purchasing same from and after such date of purchase. 
 (iii) If at any
time that Canadian Swingline Loans are outstanding a Canadian Revolving Lender becomes a Defaulting Lender, all or any part of the risk participations in such Canadian Swingline Loans shall be reallocated among the
non-Defaulting Lenders that are Canadian Revolving Lenders in accordance with their respective Pro Rata Shares (calculated without giving effect to any such Defaulting Lender’s Canadian Revolving
Commitments) but only to the extent (x) (1) the sum of all non-Defaulting Lenders’ Canadian Revolving Commitments plus such Defaulting Lender’s pro rata share of such Swingline Loans does not
exceed the total of all non-Defaulting Lenders’ Canadian Revolving Commitments and (2) no individual non-Defaulting Canadian Lender’s Outstanding Amount
of Canadian Revolving Loans and participations in Canadian Letters of Credit, Canadian Swingline Loans and Canadian Agent Advances exceeds its Canadian Revolving Commitment and (y) the condition set forth in
Section 6.1(a) is satisfied at such time; provided that neither such reallocation nor any payment by a non-Defaulting Lender pursuant hereto will constitute a waiver or release
of any claim any Borrower, any Lender, the Canadian Administrative Agent or Canadian Swingline Lenders may have against such Defaulting Lender or cause 

  
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such Defaulting Lender to be a non-Defaulting Lender. If the reallocation described above cannot, or can only partially, be effected, the Canadian Borrower
shall within one Business Day following notice by the Canadian Administrative Agent prepay such unreallocated portion of the Swingline Loans. Notwithstanding the foregoing, no Canadian Swingline Lender shall be under any obligation to make any
Canadian Swingline Loan at any time that any Canadian Revolving Lender is a Defaulting Lender unless it is satisfied that the related exposure will be 100% covered by the Canadian Revolving Commitments of the
non-Defaulting Lenders and participating interests in any such newly made Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with this
Section 2.3 (and Defaulting Lenders shall not participate therein). 
 (h) Canadian Agent Advances. 

(i) Subject to the limitations set forth below, the Canadian Administrative Agent is authorized by the Canadian Borrower, the U.S. Borrower
and the Canadian Revolving Lenders, from time to time in the Canadian Administrative Agent’s sole discretion, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent
set forth in Section 6 have not been satisfied, to make ABR Loans or Canadian Prime Rate Loans to the Canadian Borrower or U.S. Borrower on behalf of the Canadian Revolving Lenders in an aggregate Outstanding Amount at any
time not to exceed $15,000,000 or the Dollar Equivalent thereof (provided that, after giving effect thereto, the aggregate Outstanding Amount of Canadian Revolving Loans, Canadian Agent Advances, Canadian Swingline Loans and Canadian Letter
of Credit Obligations does not exceed the Total Canadian Revolving Commitment) which the Canadian Administrative Agent, in its good faith judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof,
(2) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Loans and other Obligations (including through ABR Loans or Canadian Prime Rate Loans for the purpose of enabling the Canadian Borrower or U.S. Borrower to
meet their payroll and associated tax obligations), and/or (3) to pay any other amount chargeable to the Canadian Borrower or U.S. Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in
Section 12.5 (any of such advances are herein referred to as “Canadian Agent Advances”); provided that Canadian Agent Advances shall not be outstanding for more than 30 consecutive days unless
the Canadian Availability Conditions are satisfied; provided, further, that the Required Lenders may at any time revoke the Canadian Administrative Agent’s authorization to make Canadian Agent Advances. Any such revocation must be
in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof. At any time, the Canadian Administrative Agent may require the Canadian Revolving Lenders to fund their risk participations as
described in Section 2.3(h)(ii). 
 (ii) Upon the making of a Canadian Agent Advance by the Canadian
Administrative Agent (whether before or after the occurrence of a Default or an Event of Default), each Canadian Revolving Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the
Canadian Administrative Agent, without recourse or warranty, an undivided interest and participation in such Canadian Agent Advance in proportion to its Pro Rata Share of the Canadian Revolving Commitments. All principal and interest payable on such
Canadian Agent Advance shall be for the account of the Canadian Administrative Agent until the date, if any, on which the Canadian Administrative Agent requires any Canadian Revolving Lender to fund its participation in any Canadian Agent Advance
purchased hereunder; after such date, the Canadian Administrative Agent shall promptly distribute to such Canadian Revolving Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received
by the Canadian Administrative Agent in respect of such Canadian Agent Advance. 
 (iii) The Canadian Agent Advances shall be secured by the
Collateral Agent’s Liens in and to the Collateral and shall constitute ABR Loans or Canadian Prime Rate Loans, and Canadian Obligations (in the case of Canadian Agent Advances to the Canadian Borrower) hereunder. 

2.4. European Revolving Loans and Borrowing Procedures for European Revolving Loans. 

(a) Amounts. Subject to all of the terms and conditions of this Agreement, each European Revolving Lender severally, but not jointly,
agrees, upon the European Parent Borrower’s request from time to time on any Business Day during the period from the Second Restatement Effective Date to the Revolving Maturity Date, to make revolving loans (the “European Revolving
Loans”) to the European Borrowers denominated in Dollars, Euros, Sterling or any Alternative Currency added in accordance with Section 1.7 in amounts not to exceed such


  
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European Revolving Lender’s Pro Rata Share of the Total European Revolving Commitment, so long as after giving effect thereto and the application of the proceeds thereof, the European
Availability Conditions are satisfied. The European Parent Borrowers may use the European Revolving Commitments by borrowing, prepaying the European Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof. European Revolving Loans of the applicable Class shall automatically be made as ABR Loans of the applicable currency for the payment of interest on such Loans and other Obligations due hereunder on the date when due to the
extent available in accordance with the foregoing limitations and not paid by the European Borrowers and, in each case, as provided for herein. 

(b) Procedure for Borrowing. 

(i) Each Borrowing of European Revolving Loans and European Swingline Loans by the European Borrowers shall be made upon the European Parent
Borrower’s irrevocable written notice delivered to the European Administrative Agent in the form of a notice of borrowing substantially in the form of Exhibit A-4 (each a
“European Notice of Borrowing”), which must be received by the European Administrative Agent prior to (i) 1:00 p.m. (London time) three Business Days prior to the date of such Borrowing, in the case of Term SOFR Loans, (ii) 11:00
a.m. (London time) on the date of such Borrowing, in the case of ABR Loans that are European Swingline Loans, (iii) 11:00 a.m., London time three (3) Business Days before the date of the proposed Borrowing in the case of any Alternative
Currency Term Rate Loans denominated in Euros, and (iv) 11:00 a.m., London time three (3) Business Days before the date of the Borrowing in the case of Alternative Currency Daily Rate Loans denominated in Sterling, or in each case, at such
later time as agreed by the Administrative Agent in its reasonable discretion, specifying: 
 (A) the amount and currency of
the Borrowing, which must equal or exceed the Minimum Borrowing Amount (and increments of $1,000,000 in excess of such amount or the approximate equivalent amount thereof in the case of Alternative Currencies); 

(B) the date of the requested Borrowing, which must be a Business Day; 

(C) whether the European Revolving Loans requested are to be ABR Loans (which, for the avoidance of doubt may only be European
Swingline Loans), Term SOFR Loans, Alternative Currency Term Rate Loans denominated in Euros or Alternative Currency Daily Rate Loans denominated in Sterling; provided that all European Revolving Loans made by each of the European Revolving
Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of European Revolving Loans of the same Type; 

(D) in the case of a request for Term SOFR Loans or Alternative Currency Term Rate Loans, the duration of the initial Interest
Period to be applicable thereto (and if not specified, it shall be deemed a request for an Interest Period of one month). 
 (ii) In lieu of
delivering a European Notice of Borrowing, the European Parent Borrower may give the European Administrative Agent telephonic notice of such request for advances on or before the deadline set forth above (promptly confirmed by delivery of a
completed European Notice of Borrowing). The European Administrative Agent at all times shall be entitled to rely on such telephonic notice in making such European Revolving Loans, regardless of whether any written confirmation is received. 

(ii) In order for the European Borrowers to make a Borrowing of European Revolving Loans in reliance on European Availability based on clauses
(u), (v) and (w) of the definition of “European Borrowing Base”, the European Borrowers must have included calculation of clauses (u), (v) and (w) of the definition of “European Borrowing Base” in the most recently
delivered Borrowing Base Certificate. 
 (c) European Designated Accounts. On or prior to the Second Restatement Effective Date, the
European Parent Borrower delivered to the European Administrative Agent a notice setting forth the account for the European Parent Borrower (each, a “European Designated Account”) to which each Administrative Agent is authorized to
transfer the proceeds of the European Revolving Loans requested hereunder by the European Parent Borrower. The European Parent Borrower may designate a replacement account from time to time by written notice to the European Administrative Agent duly
executed by an Authorized Officer of the European Parent Borrower. All such European Designated Accounts must be reasonably satisfactory to the European Administrative Agent. 

  
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 (d) No Liability. The European Administrative Agent shall not incur any liability to
the European Borrowers as a result of acting upon any notice referred to in Sections 2.2(b) and (c), which the European Administrative Agent believes in good faith to have been given by an Authorized Officer of the
European Parent Borrower. The crediting of European Revolving Loans to a European Designated Account conclusively establishes the obligation of the European Borrowers to repay such European Revolving Loans as provided herein. 

(e) Notice Irrevocable. Any European Notice of Borrowing (or telephonic notice in lieu thereof) made pursuant to
Section 2.4(b) shall be irrevocable. The European Borrowers shall be bound to borrow the funds requested therein in accordance therewith. 

(f) Making of European Revolving Loans; Reserves. 

(i) Promptly after receipt of a European Notice of Borrowing or telephonic or electronic notice in lieu thereof, the European Administrative
Agent shall notify the applicable European Revolving Lenders by telecopy, telephone or e-mail of the requested Borrowing. Each applicable Lender shall transfer its Pro Rata Share of the requested Borrowing to
the European Administrative Agent in immediately available funds in the currency in which such Loan is denominated to the account from time to time designated by the European Administrative Agent, not later than 2:00 p.m. (London City time) on
the date of the applicable Borrowing. After the European Administrative Agent’s receipt of all proceeds of such European Revolving Loans, the European Administrative Agent shall make the proceeds of such Loans available to the European Parent
Borrower on the date of the applicable Borrowing by, not later than 4:00 p.m. (London City time) transferring same day funds to the European Designated Account designated by the European Parent Borrower; provided, however, that no
European Revolving Loans shall be made on any date unless, after giving effect thereto, the European Availability Conditions are satisfied on such date. 

(ii) The European Administrative Agent may establish Reserves or change any of the Reserves, in the exercise of its reasonable good faith
credit judgment, provided that (A) any changes to such Reserves will be made in good faith and (B) such Reserves shall not be established or changed except upon not less than five (5) Business Days’ notice to the European
Parent Borrower (unless an Event of Default exists in which event no notice shall be required), and to the extent the European Parent Borrower shall have objected to the addition of or change to such Reserve during such 5 Business Day period, the
European Administrative Agent shall have taken into consideration the European Parent Borrower’s basis of objection and shall have negotiated in good faith with the European Parent Borrower in order to reach a mutually satisfactory resolution
with respect to such Reserve (other than if an Event of Default exists). The European Administrative Agent will be available during such period to discuss any such proposed Reserve or change with the European Parent Borrower and without limiting the
right of the European Administrative Agent to establish or change such Reserves in the European Administrative Agent’s reasonable credit judgment, the European Parent Borrower may take such action as may be required so that the event, condition
or matter that is the basis for such Reserve no longer exists, in a manner and to the extent reasonably satisfactory to the European Administrative Agent. The amount of any Reserve established by the European Administrative Agent shall have a
reasonable relationship as determined by the European Administrative Agent in its reasonable credit judgment to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, a Reserve shall
not be established to the extent that such Reserve would be duplicative of any specific item excluded as ineligible in the definitions of Eligible Accounts, Eligible Inventory or Eligible Investment Grade Accounts, but the European Administrative
Agent shall retain the right, subject to the requirements of this paragraph, to establish Reserves with respect to prospective changes in eligible Collateral that may reasonably be anticipated. 

(g) European Swingline Commitment. 

(i) Subject to and upon the terms and conditions herein set forth, the European Swingline Lender in its individual capacity agrees, at any
time and from time to time on and after the Second Restatement Effective Date and prior to the Revolving Maturity Date, to make a loan or loans (each a “European Swingline Loan” and, collectively, the “European Swingline
Loans,” and together with the U.S. Swingline Loans and the Canadian 

  
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Swingline Loans, the “Swingline Loans”) in Dollars, Euros and Sterling in the amount of that Borrowing available to the European Borrowers by transferring same day funds to the
European Designated Account or such other account(s) as may be designated by the European Parent Borrower in writing within the time period set forth in Section 2.4(b)(i)(ii). The European Swingline Lender shall make the proceeds of such
European Swingline Loans available to the applicable European Borrower on the date of the applicable Borrowing by not later than 4:00 p.m. (London time). Each European Swingline Loan shall be subject to all the terms and conditions applicable
to European Revolving Loans that are ABR Loans and all payments thereon (including interest) shall be made to the European Swingline Lender. The European Swingline Lender shall not make any European Swingline Loan if (1) the European
Administrative Agent has received written notice from any European Revolving Lender that one or more of the applicable conditions precedent set forth in Section 5 or Section 6 will not be satisfied
on the date of the requested Borrowing, (2) after giving effect to the requested Borrowing, the European Availability Conditions would not be satisfied on such date, or (3) such European Swingline Loan would cause the aggregate outstanding
principal balance of all European Swingline Loans to exceed the European Swingline Commitment. European Swingline Loans shall at all times be ABR Loans. 

(ii) On any Business Day, the European Swingline Lender may, in its sole discretion (and, if any European Swingline Loan is outstanding for
five Business Days, the European Swingline Lender shall on such fifth Business Day), give notice to each European Revolving Lender that all then outstanding European Swingline Loans shall be funded with a Borrowing of European Revolving Loans, in
which case European Revolving Loans constituting Term SOFR Loans (in respect of outstanding European Swingline Loans denominated in Dollars), Alternative Currency Term Rate Loans denominated in Euros (in respect of outstanding European Swingline
Loans denominated in Euros) or Alternative Currency Daily Rate Loans denominated in Sterling (in respect of outstanding European Swingline Loans denominated in Sterling), as applicable (each such Borrowing, a “Mandatory European
Borrowing”), shall be made by no later than the third Business Day after such notice by each European Revolving Lender pro rata based on each such Lender’s Pro Rata Share, and the proceeds thereof shall be applied directly to
the European Swingline Lender to repay the European Swingline Lender for such outstanding European Swingline Loans. Each European Revolving Lender hereby irrevocably agrees to make such European Revolving Loans upon three Business Days’ notice
pursuant to each Mandatory European Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the European Swingline Lender notwithstanding (i) that the amount of the Mandatory
European Borrowing may not comply with the Minimum Borrowing Amount, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is
continuing (unless the European Swingline Lender has received written notice thereof from any Lender as contemplated above prior to the date such Swingline Loan was made), (iv) the date of such Mandatory European Borrowing or (v) any reduction
in the European Revolving Commitments or the European Borrowing Base after any such European Swingline Loans were made. In the event that, in the sole judgment of the European Swingline Lender, any Mandatory European Borrowing cannot for any reason
be made on the date otherwise required above (including as a result of the commencement of any bankruptcy or insolvency proceeding in respect of the European Parent Borrower), each European Revolving Lender hereby agrees that it shall forthwith
purchase from the European Swingline Lender (without recourse or warranty) such participation of the outstanding European Swingline Loans as shall be necessary to cause the European Revolving Lenders to share in such European Swingline Loans ratably
based upon their respective Pro Rata Shares, provided that all principal and interest payable on such European Swingline Loans shall be for the account of the European Swingline Lender until the date the respective participation is purchased
and, to the extent attributable to the purchased participation, shall be payable to such European Revolving Lender purchasing the same from and after such date of purchase. 

(iii) If at any time that European Swingline Loans are outstanding a European Revolving Lender becomes a Defaulting Lender, all or any part of
such European Swingline Loans shall be reallocated among the non-Defaulting Lenders that are European Revolving Lenders in accordance with their respective Pro Rata Shares (calculated without giving effect to
any such Defaulting Lender’s European Revolving Commitments) but only to the extent (x) (1) the sum of all non-Defaulting Lenders’ European Revolving Commitments plus such Defaulting
Lender’s pro rata share of such Swingline Loans does not exceed the total of all non-Defaulting Lenders’ European Revolving Commitments (2) no individual
non-Defaulting European Lender’s Outstanding Amount of European Revolving Loans and participations in European Letters of Credit, European Swingline Loans and European Agent Advances exceeds its European
Revolving Commitment and (y) the condition set forth in Section 6.1(a) is satisfied at such time; provided that, subject to Section 12.26, neither such reallocation nor any payment by a
non-Defaulting Lender pursuant hereto will constitute a waiver or release of any claim any European Borrower, any 

  
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Lender, the European Administrative Agent or European Swingline Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a
non-Defaulting Lender. If the reallocation described above cannot, or can only partially, be effected, the European Parent Borrower shall within one Business Day following notice by the European Administrative
Agent prepay such unreallocated portion of the Swingline Loans. Notwithstanding the foregoing, the European Swingline Lender shall be under no obligation to make any European Swingline Loan at any time that any European Revolving Lender is a
Defaulting Lender unless it is satisfied that the related exposure will be 100% covered by the European Revolving Commitments of the non-Defaulting Lenders and participating interests in any such newly made
Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with this Section 2.2 (and Defaulting Lenders shall not participate therein). 

(h) European Agent Advances. 

(i) Subject to the limitations set forth below, the European Administrative Agent is authorized by the European Borrowers and the European
Revolving Lenders, from time to time in the European Administrative Agent’s sole discretion, (A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the other conditions precedent set forth in
Section 6 have not been satisfied, to make European Revolving Loans (that may only be ABR Loans) in Dollars to the European Parent Borrower on behalf of the European Revolving Lenders in an aggregate principal amount
outstanding at any time not to exceed $7,500,000 (provided that, after giving effect to the making of any such ABR Loan, the aggregate Outstanding Amount of European Revolving Loans, European Agent Advances, European Swingline Loans and
European Letter of Credit Obligations shall not exceed the Total European Revolving Commitment) which the European Administrative Agent, in its good faith judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any
portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of the European Revolving Loans and other European Obligations (including through ABR Loans for the purpose of enabling the European Borrowers to meet their
payroll and associated tax obligations), and/or (3) to pay any other amount chargeable to the European Borrowers pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 12.5
(any of such advances are herein referred to as “European Agent Advances”); provided that European Agent Advances shall not be outstanding for more than 30 consecutive days unless the European Availability Conditions are
satisfied; provided, further, that the Required Lenders may at any time revoke the European Administrative Agent’s authorization to make European Agent Advances. Any such revocation must be in writing and shall become effective
prospectively upon the European Administrative Agent’s receipt thereof. At any time, the European Administrative Agent may require the European Revolving Lenders to fund their risk participations in the European Agent Advances as described in
Section 2.2(h)(ii). 
 (ii) Upon the making of a European Agent Advance by the European Administrative Agent
(whether before or after the occurrence of a Default or an Event of Default), each European Revolving Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the European
Administrative Agent, without recourse or warranty, an undivided interest and participation in such European Agent Advance in proportion to its Pro Rata Share of the Total European Revolving Commitment. All principal and interest payable on such
European Agent Advance shall be for the account of the European Administrative Agent until the date, if any, on which the European Administrative Agent requires any European Revolving Lender to fund its participation in any European Agent Advance
purchased hereunder; after such date, the European Administrative Agent shall promptly distribute to such European Revolving Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received
by the European Administrative Agent in respect of such European Agent Advance. 
 (iii) The European Agent Advances shall be secured by the
Collateral Agent’s Liens in and to the Collateral and shall constitute ABR Loans and European Obligations (in the case of European Agent Advances to the European Borrower) hereunder. 

  
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 2.5. Letters of Credit. 

(a) Agreement to Issue or Cause to Issue. 

(i) Subject to the terms and conditions of this Agreement, the U.S. Letter of Credit Issuer agrees to issue for the account of the U.S.
Borrower or its Subsidiaries (so long as a U.S. Loan Party is a co-applicant thereunder) one or more standby or documentary letters of credit denominated in Dollars or any Alternative Currency added in
accordance with Section 1.7 (each a “U.S. Letter of Credit”) from time to time during the term of this Agreement but not later than the Letter of Credit Maturity Date. 

(ii) Subject to the terms and conditions of this Agreement, the Canadian Letter of Credit Issuer agrees to issue for the account of the
Canadian Borrower or its Subsidiaries (so long as a Canadian Loan Party is a co-applicant thereunder) one or more standby or documentary letters of credit denominated in Dollars, Cdn. Dollars or any
Alternative Currency other than Cdn. Dollars added in accordance with Section 1.7 (“Canadian Letter of Credit”) from time to time during the term of this Agreement but not later than the Letter of Credit
Maturity Date; provided that in the event a standby or documentary letter of credit is issued for the account of a Subsidiary of the Canadian Borrower, the Canadian Borrower shall be a co-borrower in
respect of such letter of credit. 
 (iii) Subject to the terms and conditions of this Agreement, the European Letter of Credit Issuer
agrees to issue for the account of the European Borrowers or their Subsidiaries one or more standby or documentary letters of credit denominated in Dollars, Euros, Sterling or any Alternative Currency added in accordance with Section 1.7
(“European Letter of Credit”) from time to time during the term of this Agreement but not later than the Letter of Credit Maturity Date; provided that in the event a standby or documentary letter of credit is issued for the
account of a Subsidiary of a European Borrower, a European Borrower shall be a co-borrower in respect of such letter of credit. 

(iv) Each Existing Letter of Credit shall be deemed to have been issued under this Agreement on the Second Restatement Effective Date under
the applicable Revolving Facility and for the account of the applicable Borrowers, in each case, indicated on Schedule 2.5 to this Agreement. 

(v) All Canadian Letters of Credit, U.S. Letters of Credit and European Letters of Credit outstanding under the Existing ABL Credit Agreement
or Existing European ABL Agreement on the Second Restatement Effective Date shall continue to be outstanding as Canadian Letters of Credit, U.S. Letters of Credit and European Letters of Credit, respectively. 

(b) Amounts; Outside Expiration Date. A Letter of Credit Issuer shall not issue or cause to be issued any Letter of Credit if:
(i) (x) in the case of a U.S. Letter of Credit, the maximum available Dollar Equivalent amount of the requested U.S. Letter of Credit is greater than the Unused U.S. Letter of Credit Subfacility at such time, (y) in the case of a Canadian
Letter of Credit, the maximum available Dollar Equivalent amount of the requested Canadian Letter of Credit is greater than the Unused Canadian Letter of Credit Subfacility at such time and (z) in the case of a European Letter of Credit, the
maximum available Dollar Equivalent amount of the requested European Letter of Credit is greater than the Unused European Letter of Credit Subfacility at such time; (ii) after giving effect to the maximum available Dollar Equivalent amount of
the requested Letter of Credit and all commissions, fees, and charges due from the requesting Borrower in connection with the opening thereof (to the extent such commissions, fees and charges are not paid in cash prior to or at the time of the
opening thereof) the Availability Conditions under the applicable Revolving Facility would not be satisfied; (iii) such Letter of Credit has an expiration date on or after the Letter of Credit Maturity Date or more than 12 months from the date
of issuance; for the avoidance of doubt, this provision does not apply to any “evergreen” or automatic renewal provision; (iv) such Letter of Credit will have an expiration date on or after the Revolving Maturity Date, unless agreed
to by the applicable Letter of Credit Issuer in its sole discretion (in which case, any participations of any U.S. Revolving Lender, Canadian Revolving Lender or European Revolving Lender, as applicable, in undrawn Letters of Credit shall expire on
the Revolving Maturity Date; provided that, in the event that (x) a Letter of Credit Issuer agrees to issue a Letter of Credit with an expiration date that is on or after the Revolving Maturity Date and (y) such Letter of Credit remains
outstanding on the date that is 30 days prior to the Revolving Maturity Date then, the applicable Letter of Credit Issuer may, upon at least one (1) Business Day’s prior notice to the Applicable Administrative Agent require that each
Letter of Credit Participant with respect to such Letter of Credit fund an ABR Loan in Dollars in an amount equal to 

  
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the Dollar Equivalent of such LC Participant’s Letter of Credit Participation in such Letter of Credit with the proceeds of such ABR Loans to be deposited with the applicable Letter of
Credit Issuer as cash collateral for such Letter of Credit and, upon the funding of its ABR Loan in the amount required above, the Letter of Credit Participation of such LC Participant shall terminate and such LC Participant shall have no further
obligation to make any funding as a result of any drawing under such Letter of Credit (it being understood that (A) any such ABR Loans funded by such LC Participations shall be due and payable on the Revolving Maturity Date and (B) the
cash collateral provided to the applicable Letter of Credit Issuer as provided above shall be utilized to fund any drawings under the applicable Letter of Credit and, to the extent any cash collateral shall not have been applied to reimburse the
Letter of Credit Issuer for any drawings under such Letter of Credit, then the applicable Letter of Credit Issuer shall return any remaining cash collateral to the Borrowers upon the expiration or return to the Letter of Credit Issuer of such Letter
of Credit); or (v) such Letter of Credit, when aggregated with the Dollar Equivalent amount of all other outstanding Letters of Credit issued by such Letter of Credit Issuer, would cause such Letter of Credit Issuer to exceed its Letter of
Credit Issuer LC Sublimit. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each applicable Lender shall be deemed to have consented to any such extension or renewal unless any such Lender
shall have provided to the applicable Administrative Agent written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the applicable Letter of Credit Issuer is entitled to
decline to extend or renew such Letter of Credit. If all of the requirements of this Section 2.5 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such
extension or renewal. 
 (c) Other Conditions. In addition to conditions precedent contained in Section 6,
the obligation of each Letter of Credit Issuer to issue or to cause to be issued any Letter of Credit is subject to the following conditions precedent having been satisfied in a manner reasonably satisfactory to such Letter of Credit Issuer: 

(i) The Canadian Borrower, in the case of Canadian Letters of Credit to be issued for the account of the Canadian Borrower, the
U.S. Borrower, in the case of any Letter of Credit to be issued for the account of the U.S. Borrower or the European Parent Borrower, in the case of any Letter of Credit to be issued for the account of the European Borrowers, shall have delivered to
the applicable Letter of Credit Issuer, at such times and in such manner as such Letter of Credit Issuer may prescribe, an application in form and substance satisfactory to such Letter of Credit Issuer and reasonably satisfactory to the applicable
Administrative Agent for the issuance of the Letter of Credit and such other documents as may be reasonably required pursuant to the terms thereof in connection with such issuance, and the form, terms and purpose of the proposed Letter of Credit
shall be reasonably satisfactory to the applicable Administrative Agent and the applicable Letter of Credit Issuer; 
 (ii)
as of the date of issuance, no order of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter
of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall
prohibit, or request that the proposed Letter of Credit Issuer refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit; and 

(iii) no Letter of Credit Issuer shall be required to issue any Letter of Credit if there is then any Defaulting Lender unless
the applicable Borrowers shall be in compliance with Section 2.5(i). 
 (d) Procedure for Issuance of Letters
of Credit. 
 (i) Request for Issuance. The U.S. Borrower, Canadian Borrower or European Parent Borrower, as applicable, must
notify the applicable Administrative Agent and Letter of Credit Issuer of a requested Letter of Credit by no later than 1:00 p.m. (New York City time) at least three (3) Business Days prior to the proposed issuance date. Such notice shall be
irrevocable and must specify the currency and original face amount of the Letter of Credit requested, the Business Day of issuance of such requested Letter of Credit, whether such Letter of Credit may be drawn in a single or in partial draws, the
Business Day on which the requested Letter of Credit is to expire, the purpose for which such Letter of Credit is to be issued and the beneficiary of the requested Letter of Credit. The applicable Borrower shall attach to such notice the proposed
form of the Letter of Credit. 

  
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 (ii) Responsibilities of the Administrative Agent; Issuance. As of the Business Day
immediately preceding the requested issuance date of any Letter of Credit, the applicable Administrative Agent shall determine the amount of the Unused U.S. Letter of Credit Subfacility, the Unused Canadian Letter of Credit Subfacility or the Unused
European Letter of Credit Subfacility, as applicable, and applicable Availability as of such date. If (A) the Dollar Equivalent of the face amount of the requested Letter of Credit is less than the Unused U.S. Letter of Credit Subfacility, the
Unused Canadian Letter of Credit Subfacility or the Unused European Letter of Credit Subfacility, as applicable, and (B) the Dollar Equivalent of the amount of such requested Letter of Credit and all commissions, fees, and charges due from the
requesting Borrower in connection with the opening thereof (to the extent such commissions, fees and charges are not paid in cash prior to or at the time of the opening thereof) would not result in the Availability Conditions under the applicable
Revolving Facility failing to be met, the Administrative Agent shall notify the applicable Letter of Credit Issuer to issue the requested Letter of Credit on the requested issuance date so long as the other conditions hereof are met. 

(iii) No Extensions or Amendment. No Letter of Credit Issuer shall be obligated to extend or amend any Letter of Credit issued pursuant
hereto unless the requirements of this Section 2.5 are met as though a new Letter of Credit were being requested and issued. 

(e) Payments Pursuant to Letters of Credit. Each Borrower agrees to reimburse immediately the applicable Letter of Credit Issuer for
any draw under any Letter of Credit issued for the account of such Borrower, and to pay the applicable Letter of Credit Issuer the amount of all other charges and fees payable to such Letter of Credit Issuer in connection with such Letter of Credit
immediately when due, irrespective of any claim, setoff, defense or other right which such Borrower may have at any time against such Letter of Credit Issuer or any other Person. Each drawing under any U.S. Letter of Credit shall constitute a
request by the U.S. Borrower to the U.S. Administrative Agent for a Borrowing of an ABR Loan in the Dollar Equivalent amount of such drawing. Each drawing under any Canadian Letter of Credit shall constitute a request by the Canadian Borrower to the
Canadian Administrative Agent for a Borrowing of a Canadian Prime Rate Loan by the Canadian Borrower in the amount of such drawing. Each drawing under any European Letter of Credit shall constitute a request by the European Parent Borrower to the
European Administrative Agent for a Borrowing of a Term SOFR Loan or an Alternative Currency Loan, as applicable, in the Dollar Equivalent of such drawing. In each case, the date of Borrowing with respect to such Borrowing shall be the date of such
drawing. 
 (f) Letter of Credit Participations. 

(i) Immediately upon the issuance by a Letter of Credit Issuer of any Letter of Credit, such Letter of Credit Issuer shall be deemed to have
sold and transferred to each U.S. Revolving Lender, in the case of any U.S. Letter of Credit, each Canadian Revolving Lender, in the case of any Canadian Letter of Credit or each European Revolving Lender, in the case of any European Letter of
Credit, as applicable (each such Lender, in its capacity under this Section 2.5, a “Letter of Credit Participant”), and each such Letter of Credit Participant shall be deemed irrevocably and unconditionally
to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each, a “Letter of Credit Participation”), to the extent of such Letter of Credit
Participant’s Pro Rata Share, in each such Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrowers under this Agreement with respect thereto, and any security therefor or guaranty pertaining
thereto; provided that the Letter of Credit Fees will be paid directly to the applicable Administrative Agent for the ratable account of the applicable Letter of Credit Participants as provided in Section 3.3 and the
Letter of Credit Participants shall have no right to receive any portion of any Fronting Fees. 
 (ii) In determining whether to pay under
any Letter of Credit, the relevant Letter of Credit Issuer shall have no obligation relative to the Letter of Credit Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and
that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, if taken or
omitted in the absence of gross negligence or willful misconduct, shall not create for the Letter of Credit Issuer any resulting liability. 

  
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 (iii) In the event that the Letter of Credit Issuer makes any payment under any Letter of
Credit issued by it and the applicable Borrower shall not have repaid such amount in full to the respective Letter of Credit Issuer pursuant to Section 2.5(e), the applicable Letter of Credit Issuer shall promptly notify
the applicable Administrative Agent of such failure, and each Letter of Credit Participant with respect to such Letter of Credit shall promptly and unconditionally pay to the applicable Administrative Agent for the account of the applicable Letter
of Credit Issuer, the Dollar Equivalent amount of such Letter of Credit Participant’s Pro Rata Share of such unreimbursed payment in Dollars (in the case of any U.S. Letter of Credit) or Cdn. Dollars (in the case of any Canadian Letter of
Credit) or the applicable Agreed Currency (in the case of any European Letter of Credit) and in immediately available funds; provided, however, that no Letter of Credit Participant shall be obligated to pay to the applicable
Administrative Agent for the account of the Letter of Credit Issuer its Pro Rata Share of such unreimbursed amount arising from any wrongful payment made by the Letter of Credit Issuer under any such Letter of Credit as a result of acts or omissions
constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer. If a Letter of Credit Issuer so requests, prior to 11:00 a.m. (New York City time) on any Business Day, any Letter of Credit Participant required to
fund a payment under a Letter of Credit, such Letter of Credit Participant shall make available to the Administrative Agent for the account of such Letter of Credit Issuer such Letter of Credit Participant’s Pro Rata Share of the amount of such
payment no later than 1:00 p.m. (New York City time) on such Business Day (or, if such notice is provided after such time, on the next Business Day) in immediately available funds. If and to the extent such Letter of Credit Participant shall not
have so made its Pro Rata Share of the amount of such payment available to the applicable Administrative Agent for the account of the applicable Letter of Credit Issuer, such Letter of Credit Participant agrees to pay to the applicable
Administrative Agent for the account of the applicable Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the applicable Administrative Agent
for the account of the applicable Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by such Letter of Credit Issuer in
connection with the foregoing. The failure of any Letter of Credit Participant to make available to the applicable Administrative Agent for the account of the applicable Letter of Credit Issuer its Pro Rata Share of any payment under any Letter of
Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the applicable Administrative Agent for the account of the applicable Letter of Credit Issuer its Pro Rata Share of any payment under
such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the applicable Administrative Agent such other
Letter of Credit Participant’s Pro Rata Share of any such payment. 
 (iv) Whenever a Letter of Credit Issuer receives a payment in
respect of an unpaid reimbursement obligation as to which the applicable Administrative Agent has received for the account of such Letter of Credit Issuer any payments from the Letter of Credit Participants pursuant to clause (c) above, the
Letter of Credit Issuer shall pay to the applicable Administrative Agent and such Administrative Agent shall promptly pay to each applicable Letter of Credit Participant that has paid its Pro Rata Share of such reimbursement obligation, in the same
currency as received and in immediately available funds, an amount equal to such Letter of Credit Participant’s share (based upon the proportionate aggregate amount originally funded by such Letter of Credit Participant to the aggregate amount
funded by all Letter of Credit Participants) of the Dollar Equivalent amount so paid in respect of such reimbursement obligation and interest thereon accruing after the purchase of the respective Letter of Credit Participations at the Overnight
Rate. 
 (v) The obligations of the Letter of Credit Participants to make payments to the applicable Administrative Agent for the account of
a Letter of Credit Issuer with respect to Letters of Credit shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made
in accordance with the terms and conditions of this Agreement under all circumstances, provided, however, that no Letter of Credit Participant shall be obligated to pay to the applicable Administrative Agent for the account of a Letter
of Credit Issuer its Pro Rata Share of any unreimbursed amount arising from any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on
the part of such Letter of Credit Issuer. 
 (g) Indemnification; Exoneration; Power of Attorney. 

(i) Indemnification. In addition to amounts payable as elsewhere provided in this Section 2.5, each Borrower
agrees to protect, indemnify, pay and hold harmless the applicable Letter of Credit Participants, Letter of Credit Issuer and Administrative Agent from and against any and all claims, demands, liabilities, damages, losses, costs, charges and
expenses (including reasonable attorneys’ fees) which any such Letter of Credit 

  
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Participant, Letter of Credit Issuer or Administrative Agent may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit for the account of such
Borrower, except to the extent they are found by a final decision of a court of competent jurisdiction to have resulted from such Letter of Credit Participant’s, Letter of Credit Issuer’s or Administrative Agent’s, as the case may be,
gross negligence, willful misconduct or breach of any Loan Document. The Borrowers’ obligations under this Section 2.5 shall survive payment of all other Obligations. 

(ii) Assumption of Risk by the Borrowers. As among the Borrowers, the Letter of Credit Participants, Letter of Credit Issuers and
Administrative Agents, each Borrower assumes all risks of the acts and omissions of, or misuse of any of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the
Letter of Credit Participants, Letter of Credit Issuers and Administrative Agents shall not be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any officer or authorized
signatory of any Borrower in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit believed in good faith by a Letter of Credit Issuer to be a valid, sufficient and correct
document, even if it should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter
of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, believed in good faith by a Letter of Credit Issuer to be a valid, sufficient and correct document which may prove to be invalid or ineffective for any reason;
(C) the failure of the beneficiary of any Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (D) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by
mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under
any Letter of Credit or of the proceeds thereof; (G) the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; (H) any consequences arising from causes beyond the control of
the applicable Letter of Credit Participants, Letter of Credit Issuer or Administrative Agent, including any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental
Authority or (I) the applicable Letter of Credit Issuer’s honor of a draw for which the draw or any certificate fails to comply in any respect with the terms of the Letter of Credit. None of the foregoing shall affect, impair or prevent
the vesting of any rights or powers of the Administrative Agents, Letter of Credit Issuers or any Letter of Credit Participants under this Section 2.5(g). 

(iii) Exoneration. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender
(excluding any Lender in its capacity as a Letter of Credit Issuer) shall result in any liability of the Administrative Agent or any Lender to any Borrower, or relieve any Borrower of any of its obligations hereunder to any such Person, under or
with respect to any Letter of Credit issued or provided for the account of any Borrower. 
 (iv) Rights Against Letter of Credit
Issuer. Nothing contained in this Agreement is intended to limit any Borrower’s rights, if any, with respect to a Letter of Credit Issuer which arise as a result of the letter of credit application and related documents executed by and
between such Borrower and such Letter of Credit Issuer. 
 (v) Account Party. Each Borrower hereby authorizes and directs each
applicable Letter of Credit Issuer to name such Borrower as the “Account Party” therein and to deliver to the applicable Administrative Agent all instruments, documents and other writings and property received by such Letter of Credit
Issuer pursuant to the Letter of Credit issued or to be issued for the account of such Borrower, and to accept and rely upon the Administrative Agent’s instructions and agreements with respect to all matters arising in connection with such
Letter of Credit or the application therefor. 
 (h) Supporting Letter of Credit. If, notwithstanding the provisions of
Section 2.4(b) and Section 10.1, any Letter of Credit is outstanding upon the termination of this Agreement, then upon such termination each applicable Borrower shall deposit with the applicable
Administrative Agent, for the benefit of the Letter of Credit Issuer and the Letter of Credit Participants with respect to each Letter of Credit issued for the account of such Borrower then outstanding, a standby letter of credit (a
“Supporting Letter of Credit”) in form and substance satisfactory to such Administrative Agent, issued by an issuer satisfactory to such Administrative Agent in the same currency and in an amount equal to 105% of the greatest amount
for which such Letter of Credit may be drawn plus any 

  
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fees and expenses associated with such Letter of Credit, under which Supporting Letter of Credit the applicable Administrative Agent is entitled to draw amounts necessary to reimburse the
applicable Letter of Credit Issuer and the applicable Letter of Credit Participants for payments to be made by such Letter of Credit Issuer and such Letter of Credit Participants under such Letter of Credit and any fees and expenses associated with
such Letter of Credit. Such Supporting Letter of Credit shall be held by the applicable Administrative Agent, for the benefit of the applicable Letter of Credit Issuer and the applicable Letter of Credit Participants, as security for, and to provide
for the payment of, the aggregate undrawn amount of such Letters of Credit remaining outstanding. 
 (i) Reallocation of Letter of Credit
Participations; Cash Collateralization. If at any time a Letter of Credit Participant with respect to any Letter of Credit becomes a Defaulting Lender, (A) for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund Letter of Credit Participations, the “Pro Rata Share” of each non-Defaulting Lender shall be computed without
giving effect to the Commitment of that Defaulting Lender; provided, that, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund Letter of Credit Participations shall not
exceed the positive difference, if any, of (1) the U.S. Revolving Commitment (in the case of U.S. Letters of Credit), the Canadian Revolving Commitment (in the case of a Canadian Letter of Credit) or the European Revolving Commitment (in the
case of a European Letter of Credit) of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the U.S. Revolving Loans (in the case of U.S. Letters of Credit), the Canadian
Revolving Loans (in the case of Canadian Letters of Credit) or the European Revolving Loans (in the case of European Letters of Credit) of that Lender or (B) if the U.S. Revolving Commitment (in the case of U.S. Letters of Credit), the Canadian
Revolving Commitment (in the case of Canadian Letters of Credit) or the European Revolving Commitment (in the case of European Letters of Credit) of all applicable non-Defaulting Lenders minus the
aggregate Outstanding Amount of the U.S. Revolving Loans (in the case of U.S. Letters of Credit), the Canadian Revolving Loans (in the case of Canadian Letters of Credit) or the European Revolving Loans (in the case of European Letters of Credit) of
all applicable Lenders is less than the Letter of Credit Participations of such Defaulting Lender, the U.S. Borrower (in the case of U.S. Letters of Credit), the Canadian Borrower (in the case of Canadian Letters of Credit) or the European Borrowers
(in the case of European Letters of Credit) shall deposit cash collateral with the applicable Letter of Credit Issuer in an amount equal to the unreallocated portion of the Defaulting Lender’s Letter of Credit Participation in such Letter of
Credit which cash collateral shall be held as security by such Letter of Credit Issuer for the Defaulting Lender’s funding obligations in respect of its Letter of Credit Participation in such Letter of Credit; provided that such
reallocation by a non-Defaulting Lender pursuant hereto will not constitute a waiver or release of any claim any Borrower, any Lender, the Administrative Agents or any Letter of Credit Issuer may have against
such Defaulting Lender or cause such Defaulting Lender to be a non-Defaulting Lender. Upon the earlier of (i) expiration of the Letter of Credit for which cash collateral has been deposited with the
applicable Letter of Credit Issuer and (ii) the Letter of Credit Participant whose Letter of Credit Participation in such Letter of Credit was reallocated or cash collateralized ceasing to be a Defaulting Lender, such cash collateral shall be
returned by the applicable Letter of Credit Issuer to the applicable Borrower and/or for purposes of computing the amount of the obligation of each Lender to acquire, refinance or fund Letter of Credit Participations, the “Pro Rata Share”
of each Lender shall be computed after giving effect to the Commitment of the Lender who ceased to be a Defaulting Lender. Notwithstanding anything to the contrary in this Agreement, at any time that a Letter of Credit Participant with respect to
any Letter of Credit is a Defaulting Lender and commitments are reallocated pursuant to clause (i)(A) above, any calculation of Canadian Fronting Fees, Canadian Letter of Credit Fees, Canadian Unused Line Fees, U.S. Fronting Fees, U.S. Letter of
Credit Fees, U.S. Unused Line Fees, European Fronting Fees, European Letter of Credit Fees and European Unused Line Fees shall be calculated after giving effect to such reallocation. 

(j) Applicability of ISP and UCP. Unless otherwise expressly agreed by the applicable Letter of Credit Issuer and the applicable
Borrower when a Letter of Credit is issued, (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. 

  
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 2.6. Interest. 

(a) Interest Rates. All outstanding U.S. Revolving Loans and Term Loans shall bear interest on the unpaid principal amount thereof from
the date made or incurred until paid in full in cash at a rate determined by reference to the ABR (in the case of ABR Loans) or Term SOFR (in the case of Term SOFR Loans), in each case, plus the Applicable Margin. All Canadian Revolving Loans
shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made or incurred until paid in full in cash at a rate determined by reference to the Canadian
Base Rate (in the case of ABR Loans), Canadian Prime Rate (in the case of Canadian Prime Rate Loans), Term SOFR (in the case of Term SOFR Loans) or the Alternative Currency Term Rate (in the case of Alternative Currency Loans denominated in Cdn.
Dollars), in each case, plus the Applicable Margin. All European Revolving Loans shall bear interest on the unpaid principal amount thereof (including, to the extent permitted by law, on interest thereon not paid when due) from the date made
or incurred until paid in full in cash at a rate determined by reference Term SOFR (in the case of Term SOFR Loans), the Alternative Currency Term Rate (in the case of Alternative Currency Term Rate Loans denominated in Euros) or the Alternative
Currency Daily Rate (in the case of Alternative Currency Daily Rate Loans denominated in Sterling), in each case, plus the Applicable Margin. All outstanding U.S. Swingline Loans and U.S. Agent Advances shall bear interest on the unpaid
principal amount thereof from the date made or incurred until paid in full in cash at a rate determined by reference to the ABR plus the Applicable Margin for U.S. Revolving Loans that are ABR Loans. All outstanding Canadian Swingline Loans
and Canadian Agent Advances denominated in (x) Dollars shall bear interest on the unpaid principal amount thereof from the date made or incurred until paid in full in cash at a rate determined by reference to the Canadian Base Rate plus
the Applicable Margin and (y) Cdn. Dollars shall bear interest on the unpaid principal amount thereof from the date made or incurred until paid in full in cash at a rate determined by reference to the Canadian Prime Rate plus the
Applicable Margin. All outstanding European Swingline Loans and European Agent Advances shall bear interest on the unpaid principal amount thereof from the date made or incurred until paid in full in cash at a rate determined by reference to the
European Base Rate plus the Applicable Margin. 
 (b) Each change in the ABR, the Canadian Base Rate or the European Base Rate, as
applicable, shall be reflected in the interest rate applicable to ABR Loans as of the effective date of such change, and each change in the Canadian Prime Rate shall be reflected in the interest rate applicable to Canadian Prime Rate Loans as of the
effective date of such change. All interest charges shall be computed on the basis of a year of 360 days and actual days elapsed (which results in more interest being paid than if computed on the basis of a
365-day year) except that interest charges computed by reference to (i) the ABR under the Canadian Revolving Facility and Canadian Prime Rate and the Alternative Currency Term Rate with respect to Cdn.
Dollars shall be computed on the basis of a year of 365 days and actual days elapsed and (ii) the ABR under the U.S. Revolving Facility or, in the case of Alterative Currency Daily Rate Loans denominated in Sterling only, SONIA shall be
computed on the basis of a year of 365 days and actual days elapsed (including the first day but excluding the last day). The U.S. Borrower shall pay to the U.S. Administrative Agent interest accrued on their ABR Loans (other than U.S. Swingline
Loans which shall be paid to the U.S. Swingline Lender) in arrears on the first day of each April, July, October and January hereafter and on the Termination Date (which interest paid by the U.S. Borrower shall be payable by the U.S. Administrative
Agent to the applicable U.S. Revolving Lenders on the next Business Day after payment by the Canadian Borrower) for the ratable benefit of the Lenders (including the U.S. Administrative Agent with respect to U.S. Agent Advances) holding such ABR
Loans. Each Borrower shall pay to the applicable Administrative Agent interest on all Alternative Currency Loans or Term SOFR Loans, as applicable, of each Class made to such Borrower or Borrowers in arrears on each Interest Payment Date (which
interest paid by the applicable Borrower shall be payable by the applicable Administrative Agent to the applicable Revolving Lenders on the third Business Day after payment by the applicable Borrower) for the benefit of the Lenders holding the
Alternative Currency Loans of such Class and on each Interest Payment Date for the benefit of the Lenders holdings the Term SOFR Loans of such Class, as applicable. The Canadian Borrower shall pay to the Canadian Administrative Agent interest
accrued on all of its Canadian Prime Rate Loans and ABR Loans (other than Canadian Swingline Loans which shall be paid to the Canadian Swingline Lender) in arrears on the first day of each April, July, October and January and on the Termination Date
(which shall be payable by the Canadian Administrative Agent to the applicable Canadian Revolving Lenders (including the Canadian Administrative Agent with respect to Canadian Agent Advances) on the next Business Day after payment by the Canadian
Borrower). The European Parent Borrower shall pay to the European Swingline Lender interest accrued on their ABR Loans in arrears on the first day of each April, July, October and January hereafter and on the Termination Date for the ratable benefit
of the Lenders holding such ABR Loans. 
 (c) Default Rate. If all or a portion of (i) the principal amount of any Revolving
Loan, Term Loan, Agent Advance or Swingline Loan or (ii) any interest payable thereon shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum
that is (the “Default Rate”) (x) in the case of overdue principal, the rate that would otherwise be applicable thereto plus 

  
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2% or (y) in the case of any overdue interest, to the extent permitted by applicable law, the rate applicable to ABR Loans or Canadian Prime Rate Loans made pursuant to the applicable
Commitments, as applicable, of the Class with respect to which such interest has accrued plus 2% from the date of such non-payment to the date on which such amount is paid in full (after as well as
before judgment). 
 (d) Recalculation of Applicable Margin. In the event that any Borrowing Base Certificate is shown to be
inaccurate and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for a fiscal quarter (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then
(i) the Borrowers shall immediately deliver to the Administrative Agents a correct certificate for such Applicable Period, (ii) the Applicable Margin shall be determined based on the corrected Borrowing Base Certificate for such Applicable
Period, and (iii) the applicable Borrower or Borrowers shall immediately pay to the applicable Administrative Agent the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Period, which payment
shall be promptly applied by the Administrative Agent in accordance with this Section 4.4. This provision shall not limit the rights of the Administrative Agents and Lenders with respect to any other remedy hereunder. This
provision shall survive payment of all other Obligations and termination of this Agreement. 
 2.7. Pro Rata Borrowings. Each
Borrowing of Revolving Loans under this Agreement shall be made by the Lenders pro rata on the basis of their then applicable Pro Rata Shares. Each Borrowing of Term Loans under this Agreement shall be made by the Lenders in accordance with
their then applicable Pro Rata Shares. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender severally but not jointly shall be obligated to
make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and (b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to
perform any of its obligations under any of the Loan Documents shall not release any Person from performance of its obligation under any Loan Document. 

2.8. Interest Period. At the time a Borrower gives a Notice of Borrowing or Notice of Conversion or Continuation in respect of the
making of, or conversion into or continuation as, a Borrowing of Term SOFR Loans or Alternative Currency Term Rate Loans, such Borrower shall have the right to elect by giving the applicable Administrative Agent written notice (or telephonic notice
promptly confirmed in writing) the Interest Period applicable to such Borrowing. 
 2.9. Continuation and Conversion Elections. 

(a) Subject to clauses (b) and (c), 

(i) the U.S. Borrower shall have the option on any Business Day to convert all or a portion equal to at least $5,000,000 of the
outstanding principal amount of Loans of any Class denominated in Dollars of one Type into a Borrowing or Borrowings of another Type; 

(ii) each Borrower shall have the option on any Business Day to continue the outstanding principal amount of any Term SOFR
Loans as Term SOFR Loans or Alternative Currency Term Rate Loans as Alternative Currency Term Rate Loans, as the case may be, for an additional Interest Period; and 

(iii) the applicable Borrower shall have the option: (1) to convert, as of any Business Day, any of its Canadian Prime
Rate Loans other than Canadian Swingline Loans and Canadian Agent Advances (or any part thereof in an amount not less than Cdn.$5,000,000) into Alternative Currency Term Rate Loans denominated in Cdn. Dollars; (2) to continue any Alternative
Currency Loans made to such Borrower having Interest Periods expiring on such day (or any part thereof in an amount not less than Cdn.$5,000,000; or (3) to convert any ABR Loans other than Canadian Swingline Loans and Canadian Agent Advances
(or any part thereof in an amount not less than the Dollar Equivalent of $5,000,000) into Term SOFR Loans; 
 provided that (i) no partial
conversion of Term SOFR Loans or Alternative Currency Term Rate Loans shall reduce the outstanding principal amount of Term SOFR Loans or Alternative Currency Term Rate Loans made pursuant to 

  
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a single Borrowing to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into Term SOFR Loans or Alternative Currency Loans, as the case may be, and Canadian Prime
Rate Loans may not be converted into Alternative Currency Loans if a Default or Event of Default is in existence on the date of the conversion and the applicable Administrative Agent has or the Required Lenders have determined in its or their sole
discretion not to permit such conversion, (iii) Term SOFR Loans may not be continued as Term SOFR Loans for an additional Interest Period, and Alternative Currency Term Rate Loans may not be continued as Alternative Currency Term Rate Loans for
an additional Interest Period if a Default or an Event of Default is in existence on the date of the proposed continuation and the applicable Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to
permit such continuation; provided that any Alternative Currency Term Rate Loan (other than an Alternative Currency Rate Term Loan denominated Canadian Dollars) shall remain as an Alternative Currency Term Rate Loan for an Interest Period of
one month and (iv) Borrowings resulting from conversions pursuant to this Section 2.9 shall be limited in number as provided in clause (f). 

(b) Each such conversion or continuation of U.S. Revolving Loans shall be effected by the U.S. Borrower by giving the U.S. Administrative
Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business Days’, in the case of a continuation of or conversion to Term SOFR Loans or (ii) one Business Day’s, in the case
of a conversion into ABR Loans, prior written notice (or telephonic notice promptly confirmed in writing) (each, a “U.S. Notice of Conversion or Continuation”) specifying the Class of Loans to be so converted or continued, the
Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as SOFR Loans, the Interest Period to be initially applicable thereto. The U.S. Administrative Agent shall give each applicable Lender notice as
promptly as practicable of any such proposed conversion or continuation affecting any of its Loans. 
 (c) Each such conversion or
continuation of Canadian Revolving Loans shall be effected by the Canadian Borrower by giving the Canadian Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (New York City time) at least (i) three Business
Days’, in the case of a continuation of or conversion to Term SOFR Loans or Alternative Currency Loans denominated in Cdn. Dollars or (ii) one Business Day’s, in the case of a conversion into ABR Loans or Canadian Prime Rate Loans,
prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Canadian Notice of Conversion or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or
continued into and, if such Loans are to be converted into or continued as Term SOFR Loans or Alternative Currency Term Rate Loans denominated in Cdn. Dollars, the Interest Period to be initially applicable thereto. The Canadian Administrative Agent
shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans. 

(d) Each such conversion or continuation of European Revolving Loans shall be effected by the European Parent Borrower by giving the European
Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m. (London time) at least (i) three Business Days’, in the case of a continuation of or conversion to Term SOFR Loans or (ii) four Business Days’, in
the case of a continuation of Alternative Currency Term Rate Loans, prior written notice (or telephonic notice promptly confirmed in writing) (each, a “European Notice of Conversion or Continuation”) specifying the Loans to
be so converted or continued, the Type of Loans to be converted or continued into and, if such Loans are to be converted into or continued as Term SOFR Loans or Alternative Currency Term Rate Loans, the Interest Period to be initially applicable
thereto. The European Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Loans. 

(e) If any Default or an Event of Default is in existence at the time of any proposed continuation of any Term SOFR Loans or Alternative
Currency Term Rate Loans and the applicable Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, such Term SOFR Loans or Alternative Currency Term Rate Loans shall be
automatically converted on the last day of the current Interest Period into ABR Loans or Canadian Prime Rate Loans, as applicable; provided that any Alternative Currency Term Rate Loan denominated in an Alternative Currency other than Cdn.
Dollars shall remain as an Alternative Term Rate Currency Loan, as applicable, for an Interest Period of one month. If upon the expiration of any Interest Period the applicable Borrower has failed to elect a new Interest Period to be applicable
thereto as provided in clause (a), such Borrower shall be deemed to have elected to convert such Borrowing of Term SOFR Loans or Alternative Currency Term Rate Loans, as the case may be, into a Borrowing of ABR Loans or Canadian Prime Rate
Loans, effective as of the expiration date of such current Interest Period; provided that any Alternative Currency Term Rate Loans denominated in an Alternative Currency other than Cdn. Dollars shall remain as an Alternative Currency Term
Rate Loan, as the case may be, for an Interest Period of one month. 

  
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 (f) No Revolving Loan may be converted into or continued as a Revolving Loan denominated in
a different currency. 
 (g) There may not be more than 20 different Borrowings of Term SOFR Loans or Alternative Currency Term Rate
Loans in effect hereunder at any time. 
 2.10. Interest Act (Canada). For the purposes of the Interest Act (Canada)
and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day or 365-day year,
the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or 365, as applicable.
The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement with respect to the Canadian Borrower, and the rates of interest stipulated in this Agreement payable by the Canadian Borrower are
intended to be nominal rates and not effective rates or yields. Any provision of this Agreement that would oblige a Canadian Loan Party to pay any fine, penalty or rate of interest on any arrears of principal or interest secured by a mortgage on
real property or hypothec on immovables that has the effect of increasing the charge on arrears beyond the rate of interest payable on principal money not in arrears shall not apply to such Canadian Loan Party, which shall be required to pay
interest on money in arrears at the same rate of interest on principal money not in arrears. 
 2.11. Increased Costs. 

(a) Increased Costs Generally. If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or any Letter of Credit Issuer; 

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes (including, for greater
certainty, the Canada Recovery Dividend and the additional increase in the Canadian federal corporate income tax rate for members of bank or life insurer groups, included in draft legislation released on August 9, 2022) or (C) in the case
of any Loan to a European Borrower, a Bank Levy) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or 

(iii) impose on any Lender or any Letter of Credit Issuer or any applicable interbank market any other condition, cost or
expense affecting this Agreement, Term SOFR Loans, Alternative Currency Daily Rate Loans or Alternative Currency Loans made by such Lender or any Letter of Credit or participation therein; 

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or of
maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such Letter of Credit Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to
issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such Letter of Credit Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such Letter of
Credit Issuer, the U.S. Borrower will, after receipt of a written request by such Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to such Lender or such Letter of Credit Issuer, as the case may
be, such additional amount or amounts as will compensate such Lender or such Letter of Credit Issuer, as the case may be, for such additional costs incurred or reduction suffered. 

  
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 (b) Capital Requirements. If any Lender or any Letter of Credit Issuer determines
that any Change in Law affecting such Lender or such Letter of Credit Issuer or any lending office of such Lender or such Lender’s or such Letter of Credit Issuer’s holding company, if any, regarding capital or liquidity requirements has
or would have the effect of reducing the rate of return on such Lender’s or such Letter of Credit Issuer’s capital or on the capital of such Lender’s or such Letter of Credit Issuer’s holding company, if any, as a consequence of
this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Letter of Credit Issuer, to a level below that which such
Lender or such Letter of Credit Issuer or such Lender’s or such Letter of Credit Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Letter of Credit Issuer’s
policies and the policies of such Lender’s or such Letter of Credit Issuer’s holding company with respect to capital adequacy), then from time to time the applicable Borrower will, after receipt of a written request by such Lender (which
request shall set forth in reasonable detail the basis for requesting such amount), pay to such Lender or such Letter of Credit Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such Letter of Credit
Issuer or such Lender’s or such Letter of Credit Issuer’s holding company for any such reduction suffered. 
 (c) Certificates
for Reimbursement. A certificate of a Lender or a Letter of Credit Issuer setting forth the amount or amounts necessary to compensate such Lender or such Letter of Credit Issuer or its holding company, as the case may be, as specified in
clauses (a) or (b) of this Section 2.11 and delivered to the applicable Borrower shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender or such Letter of Credit Issuer,
as the case may be, the amount shown as due on any such certificate within 30 days after receipt thereof. 
 (d) Delay in Requests.
Failure or delay on the part of any Lender or any Letter of Credit Issuer to demand compensation pursuant to the foregoing provisions of this Section 2.11 shall not constitute a waiver of such Lender’s or such Letter
of Credit Issuer’s right to demand such compensation, provided that no Borrower shall be required to compensate a Lender or a Letter of Credit Issuer pursuant to the foregoing provisions of this Section 2.11 for
any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Letter of Credit Issuer, as the case may be, notifies the applicable Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender’s or such Letter of Credit Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month
period referred to above shall be extended to include the period of retroactive effect thereof). 
 2.12. Compensation. Upon demand
of any Lender (with a copy to the Administrative Agent) from time to time, the applicable Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: 

(a) any continuation, conversion, payment or prepayment of any Loan other than an ABR Loan or Canadian Prime Rate Loan on a day
other than the last day of any Interest Period, relevant interest payment date or payment period, as applicable, for such Loan, if applicable (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); 

(b) any failure by the applicable Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay,
borrow, continue or convert any Loan other than a ABR Loan or Canadian Prime Rate Loan on the date or in the amount notified by the applicable Borrower; 

(c) any assignment of an Alternative Currency Loan or Term SOFR Loan on a day other than the last day of the Interest Period
therefor as a result of a request by the applicable Borrower pursuant to Section 12.7; or 

  
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 (d) any failure by any Borrower to make any payment of any Loan or drawing
under any Letter of Credit (or interest due thereof) on its scheduled due date or any payment thereof in a different currency; including any loss of anticipated profits, any foreign exchange loss and any loss or expense arising from the liquidation
or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The applicable Borrower shall also pay any
customary administrative fees charged by such Lender in connection with the foregoing. 
 For purposes of calculating amounts payable by the
applicable Borrower to the Lenders under this Section 2.12, each Lender shall be deemed to have funded each Loan made by it at the Relevant Rate for such Loan by a matching deposit or other borrowing in the offshore
interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Loan was in fact so funded. 

2.13. Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of
Section 2.11(a)(ii), 2.11(a)(iii), 2.11(b) or 4.5 with respect to such Lender, it will, if requested by the applicable Borrower use reasonable efforts (subject to overall policy considerations of such
Lender) to designate another lending office for any Loans affected by such event, or to assign its rights and obligations hereunder (subject to the provisions of Section 12.6) to another of its offices, branches or
Affiliates; provided that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the
operation of any such Section. Nothing in this Section 2.13 shall affect or postpone any of the obligations of the applicable Borrower or the right of any Lender provided in Section 2.11 or
4.5. 
 2.14. Notice of Certain Costs. Notwithstanding anything in this Agreement to the contrary, to the extent any notice
required by Section 2.11 or 2.12 is given by any Lender more than 270 days after such Lender has knowledge (or should have had knowledge) of the occurrence of the event giving rise to the additional cost, reduction
in amounts, loss, tax or other additional amounts described in such Sections, such Lender shall not be entitled to compensation under Section 2.11 or 2.12, as the case may be, for any such amounts incurred or
accruing prior to the 271st day prior to the giving of such notice to the applicable Borrower. 
 2.15. Excess Resulting from Exchange
Rate Change. If at any time following one or more fluctuations in the exchange rate of any Alternative Currency against the Dollar, (a) the Availability Conditions for the relevant Revolving Facility are not satisfied, (b) the
Outstanding Amount of U.S. Swingline Loans or U.S. Letters of Credit exceeds the U.S. Swingline Commitment or the U.S. Letter of Credit Subfacility, respectively, (c) the Outstanding Amount of Canadian Swingline Loans or Canadian Letters of
Credit exceeds the Canadian Swingline Commitment or the Canadian Letter of Credit Subfacility, respectively or (d) the Outstanding Amount of European Swingline Loans or European Letters of Credit exceeds the European Swingline Commitment or the
European Letter of Credit Subfacility, respectively, the Borrowers shall (x) if such excess is in an aggregate amount that is greater than or equal to $500,000, within two (2) Business Days of notice from the applicable Administrative
Agent, (y) if such excess is an aggregate amount that is less than $500,000 and such excess continues to exist in an aggregate amount less than $250,000 for at least five (5) Business Days, within two (2) Business Days of notice from
the applicable Administrative Agent or (z) if an Event of Default has occurred and is continuing, immediately (i) make the necessary payments or repayments to reduce such Obligations to an amount necessary to eliminate such excess or
(ii) maintain or cause to be maintained with the Collateral Agent deposits as continuing collateral security for the holders of the applicable Obligations in an amount equal to or greater than the amount of such excess, such deposits to be
maintained in such form and upon such terms as are acceptable to the applicable Administrative Agent. 
 2.16. Increase of U.S. Maximum
Amount and Canadian Maximum Amount; Incremental Additional Jurisdiction Revolving Facility. 
 (a) Subject to the terms and conditions
hereof, at any time and from time to time after the Second Restatement Effective Date, provided that no Default or Event of Default has occurred and is continuing, (i) the U.S. Borrower may request one or more increases in the U.S.
Revolving Commitments (each such commitment increase, a “U.S. Commitment Increase”) by notifying the U.S. Administrative Agent (and the U.S. Administrative Agent shall notify each Lender) of the amount of the proposed U.S.
Commitment Increase, (ii) the Canadian Borrower may request one or more increases in the Canadian Revolving Commitments (each such commitment increase, a “Canadian Commitment Increase”) by notifying the Canadian Administrative
Agent (and the Canadian Administrative Agent shall notify each Lender) of the amount of the proposed Canadian Commitment Increase, (iii) 

  
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the European Borrowers may request one or more increases in the European Revolving Commitments (each such commitment increase, a “European Commitment Increase”) by notifying the
European Administrative Agent (and the European Administrative Agent shall notify each Lender) of the amount of the proposed European Commitment Increase and (iv) the U.S. Borrower may request new incremental commitments in respect of one or
more Incremental Additional Jurisdiction Revolving Facilities (any such commitments, “Incremental Additional Jurisdiction Revolving Commitments” and the loans thereunder “Incremental Additional Jurisdiction Revolving
Loans”) or one or more increases to an existing Incremental Additional Jurisdiction Revolving Facility (each such increase, an “Additional Jurisdiction Commitment Increase” collectively with the U.S. Commitment Increases,
the Canadian Commitment Increases and the European Commitment Increases, the “Commitment Increases”). Notwithstanding anything in this Agreement, no Commitment Increase or Incremental Additional Jurisdiction Revolving Commitment
shall require the approval of any Lender other than any Lender (if any) providing all or part of the Commitment Increase or Incremental Additional Jurisdiction Revolving Commitment, no Lender shall be required to provide all or part of any
Commitment Increase or Incremental Additional Jurisdiction Revolving Commitment unless it agrees to do so in its sole discretion, no Commitment Increase or Incremental Additional Jurisdiction Revolving Commitment shall be in an amount less than
$10,000,000, and the aggregate amount of all Commitment Increases shall not exceed the sum of (A) the greater of (x) $500,000,000 and (y) the Specified Suppressed Availability and (B) the amount of any permanent reduction of any
Revolving Commitments; provided that no more than $300,000,000 of such amount shall be in the form of Incremental Additional Jurisdiction Revolving Commitments and Additional Jurisdiction Commitment Increases. 

(b) In any such case, each Person providing a portion of the requested Commitment Increase, or Incremental Additional Jurisdiction Revolving
Commitments (subject to Section 2.16(d) below) shall execute and deliver to the applicable Administrative Agent and Borrower(s) all such documentation as may be reasonably required by the Administrative Agent to evidence
such Commitment Increase or Incremental Additional Jurisdiction Revolving Commitments. 
 (c) If any requested Commitment Increase or
Incremental Additional Jurisdiction Revolving Commitment is agreed to in accordance with this Section 2.16, the applicable Administrative Agent and the applicable Borrower(s) shall determine the effective date of such
Commitment Increase or Incremental Additional Jurisdiction Revolving Commitments (the “Commitment Increase Effective Date”). The applicable Administrative Agent, with the consent and approval of the applicable Borrower(s), shall
promptly confirm in writing to the Lenders the final allocation of such Commitment Increase or Incremental Additional Jurisdiction Revolving Commitment and the Commitment Increase Effective Date. On any Commitment Increase Effective Date where a
Commitment Increase is affected: (i) each Person added as a new Lender pursuant to a Commitment Increase (a “New Lender”) shall become a U.S. Revolving Lender, Canadian Revolving Lender, European Revolving Lender or Additional
Jurisdiction Revolving Lender, as applicable, hereunder and under the other Loan Documents pursuant to a Joinder Agreement with a Revolving Commitment as set forth therein; (ii) the Revolving Commitment of each existing U.S. Revolving Lender,
Canadian Revolving Lender, European Revolving Lender or Additional Jurisdiction Revolving Lender, as applicable, that increases its Revolving Commitment pursuant to a Commitment Increase (an “Increasing Lender”) shall be increased;
(iii) the applicable Borrower shall pay (which may be funded with the Revolving Loans made under the Commitment Increase) the principal amount of, and accrued and unpaid interest on, U.S. Revolving Loans of the U.S. Revolving Lenders, Canadian
Revolving Loans of the Canadian Revolving Lenders, European Revolving Loans of the European Revolving Lenders or Additional Jurisdiction Revolving Loans of the Additional Jurisdiction Revolving Lenders, in each case, other than the New Lenders, in
an amount sufficient (as determined by the applicable Administrative Agent) to permit the New Lenders and the Increasing Lenders to fund U.S. Revolving Loans, Canadian Revolving Loans, European Revolving Loans or Additional Jurisdiction Revolving
Loans, as applicable, in an amount equal to the New Lenders’ and the Increasing Lenders’ respective Pro Rata Shares of the then outstanding U.S. Revolving Loans, Canadian Revolving Loans, European Revolving Loans or Additional Jurisdiction
Revolving Loans, as applicable, and in connection with such payment shall also pay funding losses, if any, on such repayment in accordance with Section 2.11; (iv) each New Lender shall fund U.S. Revolving Loans, Canadian
Revolving Loans, European Revolving Loans or Additional Jurisdiction Revolving Loans, as applicable, in an amount equal to its Pro Rata Share of the then outstanding U.S. Revolving Loans, Canadian Revolving Loans, European Revolving Loans or
Additional Jurisdiction Revolving Loans, as applicable; and (v) each Increasing Lender shall fund U.S. Revolving Loans, Canadian Revolving Loans, European Revolving Loans or Additional Jurisdiction Revolving Loans, as applicable, in an amount
necessary such that, after giving effect to such funding, it shall have funded its Pro Rata Share of the entire amount of the then outstanding U.S. Revolving Loans, 

  
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Canadian Revolving Loans, European Revolving Loans or Additional Jurisdiction Revolving Loans, as applicable. Any New Lender shall be required to have a Revolving Commitment of not less than
$15,000,000 (or in the case of Additional Jurisdiction Revolving Commitments, not less than $10,000,000). The increase of the Total U.S. Revolving Commitment, Total Canadian Revolving Commitment, Total European Revolving Commitment or existing
Additional Jurisdiction Revolving Commitments or the establishment of any new Incremental Additional Jurisdiction Revolving Commitments in accordance with this Section 2.16 shall not require any further consent under
Section 11.1 hereof, and the applicable Administrative Agent, the applicable Borrower(s) and the U.S. Revolving Lenders, the Canadian Revolving Lenders, the European Revolving Lenders or Additional Jurisdiction Revolving
Lenders, as applicable may execute any amendments to give effect to the terms of this Section 2.16 if deemed necessary by, and acceptable to, the applicable Administrative Agent (including, in the case of an Incremental
Additional Jurisdiction Revolving Commitment, amendments to the other Loan Documents and amendments to include any local law provisions). 

(d) Incremental Additional Jurisdiction Revolving Commitments shall be established pursuant to an amendment to this Agreement signed by the
U.S. Borrower, the other applicable borrowers under such Incremental Additional Jurisdiction Revolving Facility, the Lenders providing such Incremental Additional Jurisdiction Revolving Commitments and the Administrative Agents; provided that
(i) the borrowers under any such Incremental Additional Jurisdiction Revolving Facility shall be one or more Restricted Subsidiaries of the U.S. Borrower organized or incorporated under the laws of France, Germany or other countries to be
mutually agreed among the U.S. Borrower, the U.S. Administrative Agent and the Lenders providing such Incremental Additional Jurisdiction Revolving Commitments, (ii) availability under such Incremental Additional Jurisdiction Revolving Facility
shall be based on a borrowing base of the assets of the applicable borrowers and, as a condition to the establishment of an Incremental Additional Jurisdiction Revolving Commitment, the Administrative Agents shall have received the results of a
reasonably satisfactory field examination and appraisal with respect to the assets to be included in the borrowing base with respect to such Incremental Additional Jurisdiction Revolving Facility, (iii) the advance rates with respect to the
borrowing base applicable to such Incremental Additional Jurisdiction Revolving Facility shall not exceed the advance rates applicable to the North American Borrowing Base or the European Borrowing Base, (iv) the eligibility requirements with
respect to the assets to be included in the borrowing base applicable to such Incremental Additional Jurisdiction Revolving Facility shall be reasonably acceptable to the Administrative Agents, (v) the Collateral Agent shall have a valid and
perfected, first priority Lien (subject to Permitted Liens) in the assets to be included in the borrowing base for the applicable Incremental Additional Jurisdiction Revolving Facility (or substantially all assets, in the case of borrowers organized
or incorporated in certain jurisdictions as determined by the Collateral Agent or as otherwise agreed between the U.S. Borrower and the Collateral Agent), (vi) any Incremental Additional Jurisdiction Revolving Facility shall be guaranteed by the
Loan Parties and secured by the Collateral on a pari passu basis with the Obligations to the extent possible under local law limitations as determined by the U.S. Borrower and the Administrative Agents (it being understood that if such Additional
Jurisdiction Revolving Facility is secured by any Collateral that does not secure all of the Obligations (the “Additional Jurisdictions Revolving Facility Only Collateral”), then Obligations in respect of such Additional Jurisdiction
Revolving Facility shall rank lower in the waterfall from proceeds of that portion of the Collateral that does secure all of the Obligations other than the Obligations that are not secured by such Additional Jurisdiction Revolving Facility Only
Collateral) in such separate “waterfall”, (vii) as a condition to the establishment of an Incremental Additional Jurisdiction Revolving Commitment, each Lender under such Incremental Additional Jurisdiction Revolving Facility shall have
received all documentation and other information about the relevant borrower under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and to the extent such borrower qualifies as a
“legal entity customer” under the Beneficial Ownership Regulation shall have received, to the extent requested, a Beneficial Ownership Certification in relation to such borrower, (viii) this Agreement shall be amended such that any
and all thresholds or triggers based on Combined Testing Availability shall take into account the availability with respect to the relevant Incremental Additional Jurisdiction Revolving Facility, (ix) any Incremental Additional Jurisdiction
Revolving Facility may include letter of credit or swingline facilities as agreed among the U.S. Borrower, the Administrative Agents and the relevant Lenders, and (x) the terms of such Incremental Additional Jurisdiction Revolving Commitments
shall otherwise be substantially similar to the terms applicable to the European Revolving Facility including with respect to maturity and pricing. 

  
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 (e) As a condition precedent to the effectiveness of any such Commitment Increase or
Incremental Additional Jurisdiction Revolving Commitments, the applicable Borrower(s) shall deliver to the Administrative Agent a certificate signed by a Responsible Officer, dated as of the Commitment Increase Effective Date, certifying that as of
the Commitment Increase Effective Date no Default or Event of Default has occurred and is continuing. 
 2.17. Extensions of Term Loans
and Revolving Commitments. 
 (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an
“Extension Offer”) made from time to time by the Borrowers to all Lenders with Term Loans or Revolving Commitments of the same Class, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the
respective Term Loans or Revolving Commitments of the applicable Class) and on the same terms to each such Lender, the Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms
contained in such Extension Offers to extend the maturity date of each such Lender’s Term Loans and/or Revolving Commitments of the applicable Class and otherwise modify the terms of such Term Loans and/or Revolving Commitments pursuant to
the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or Revolving Commitments (and related outstandings) and/or modifying the amortization
schedule in respect of such Lender’s Term Loans) (each, an “Extension,” and each group of Term Loans so extended being a separate Class of Term Loans from the Class of Term Loans from which they were converted, and
any Extended Revolving Commitments (as defined below) shall constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted), so long as the following terms are satisfied:
(i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity (which shall
be determined by the Borrowers and set forth in the relevant Extension Offer), the Revolving Commitment of any Lender that agrees to an extension with respect to such Revolving Commitment (an “Extending Revolving Lender”) extended
pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) with the same terms as the original Class of Revolving
Commitments (and related outstandings); and (y) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different maturity dates,
(iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined between the Borrowers and set forth in the
relevant Extension Offer), the Term Loans of any Term Lender that agrees to an extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall
have the same terms as the Term Loans, (iv) the final maturity date of any Extended Term Loans shall be no earlier than the Initial Term Maturity Date and the amortization schedule applicable to Term Loans pursuant to
Section 4.1(b)) for periods prior to the Initial Term Maturity Date may not be increased, (v) the weighted average life to maturity of any Extended Term Loans shall be no shorter than the remaining weighted average
life to maturity of the Initial Term Loans, (vi) if the aggregate principal amount of the Term Loans (calculated on the face amount thereof) or Class of Revolving Commitments, as the case may be, in respect of which Term Lenders, U.S.
Revolving Lenders, the Canadian Revolving Lenders or the European Revolving Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments of
such Class, as the case may be, offered to be extended by the Borrowers pursuant to such Extension Offer, then the Term Loans or Revolving Loans, as the case may be, of such Term Lenders, U.S. Revolving Lenders, the Canadian Revolving Lenders or the
European Revolving Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders, U.S. Revolving
Lenders, Canadian Revolving Lenders or European Revolving Lenders, as the case may be, have accepted such Extension Offer, (vi) all documentation in respect of such Extension shall be consistent with the foregoing, (vii) any applicable
Minimum Extension Condition shall be satisfied unless waived by the Borrowers and (viii) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agents. 

(b) With respect to all Extensions consummated by the Borrowers pursuant to this Section 2.17, (i) such Extensions
shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 4.2 and 4.3 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment;
provided that (x) the applicable Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the
relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Term Loans or Revolving 

  
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Commitments (as applicable) of any or all applicable Classes be tendered and (y) no Class of Extended Term Loans shall be in an amount of less than $25,000,000 (the “Minimum
Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agents. The Administrative Agents and the Lenders hereby consent to the transactions contemplated by this Section 2.17
(including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the
requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.17. 

(c) No consent of any Lender or the Administrative Agents shall be required to effectuate any Extension, other than (A) the consent of
each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Commitments (or a portion thereof) and (B) with respect to any Extension of any Class of Revolving Commitments, the consent of any Letter
of Credit Issuer and Swingline Lender(s) shall be required if such Person is acting as a Letter of Credit Issuer or Swingline Lender under the Extended Revolving Commitments. No Lender shall be obligated to agree to any such Extension and the
failure of any Lender to respond to a request for an Extension shall be deemed a refusal. All Extended Term Loans, Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan
Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations of the applicable Borrowers under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative
Agents to enter into amendments to this Agreement and the other Loan Documents with the Borrowers as may be necessary in order to establish new Classes in respect of Revolving Commitments or Term Loans so extended and such technical amendments as
may be necessary or appropriate in the reasonable opinion of the Administrative Agents and the Borrowers in connection with the establishment of such new Classes, in each case on terms consistent with this Section 2.17.

 (d) In connection with any Extension, the applicable Borrower shall provide the Administrative Agents at least ten (10) Business
Days’ prior written notice thereof, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after
such Extension), if any, as may be established by, or acceptable to, the Administrative Agents, in each case acting reasonably to accomplish the purposes of this Section 2.17. 

2.18. Defaulting Lenders. 

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then,
until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable law: 
 (i) Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 12.01 and in the definition of
“Required Lenders” and “Supermajority Lenders”. 
 (ii) Defaulting Lender Waterfall. Any payment
of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 4 or otherwise) or received by
the Administrative Agent from a Defaulting Lender pursuant to Section 12.8 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 the Letter of Credit Issuer or Swingline Lender hereunder; third, to
cash collateralize the Letter of Credit Issuer’s Aggregate Revolving Exposure with respect to such Defaulting on terms reasonably acceptable to the Administrative Agent; fourth, as the applicable 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 U.S. Borrower, 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 Letter of Credit Issuer’s future Aggregate Revolving Exposure with respect to such Defaulting Lender with respect 

  
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to future Letters of Credit issued under this Agreement on terms reasonably satisfactory to the Administrative Agent; sixth, to the payment of any amounts owing to the Lenders, the Letter
of Credit Issuer or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Letter of Credit Issuer or the Swingline Lender 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 a Borrower as a result of any judgment of a court of competent jurisdiction
obtained by a Borrower 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 Letter of Credit Borrowings 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 6 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit
Obligations owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Obligations owed to, such Defaulting Lender until such time as all
Loans and funded and unfunded participations in Letter of Credit Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect the terms hereof). 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 2.18(a)(ii) shall be deemed paid to and
redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. 
 (iii) Certain Fees. 

(A) Each Defaulting Lender shall not be entitled to receive fees payable under Section 3.2 and for
any period during which that Lender is a Defaulting Lender. 
 (B) With respect to any fee payable under
Section 3.3, the applicable Borrowers shall (x) pay to each non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such
Defaulting Lender’s participation in Letter of Credit Obligations that has been reallocated to such non-Defaulting Lender pursuant to the terms hereof, (y) pay to the applicable Letter of Credit
Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Letter of Credit Issuer’s remaining exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of
any such fee. 
 (b) Defaulting Lender Cure. If the Borrowers, the Administrative Agent, Swingline Lender and the
Letter of Credit Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth
therein (which may include arrangements with respect to any cash collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent
may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their applicable percentages of the Revolving
Commitments of the applicable class, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that
Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim
of any party hereunder arising from that Lender’s having been a Defaulting Lender. 
 2.19. 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 Loans whose interest is determined by reference to a Relevant Rate, or
to determine or charge interest rates based upon a Relevant Rate or to purchase or sell, or to take deposits of, any Alternative Currency in the applicable interbank market, then, upon notice thereof by such Lender to the applicable Borrower
(through the applicable Administrative Agent), (a) any obligation of such Lender to make or maintain Alternative Currency Loans in the affected currency or currencies or, in the case of Loans denominated in Dollars, to make or maintain Term SOFR
Loans 

  
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or to convert ABR Loans to Term SOFR Loans shall be, in each case, suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate
on which is determined by reference to the Term SOFR component of the ABR, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR
component of the ABR, in each case until such Lender notifies the Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrowers shall,
upon demand from such Lender (with a copy to the applicable Administrative Agent), prepay all Term SOFR Loans or Alternative Currency Loans, as applicable, in the affected currency or currencies or, if applicable and such Loans are denominated in
Dollars under the U.S. Facility, convert all Term SOFR Loans of such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the U.S. Administrative Agent without
reference to the Term SOFR component of the ABR), in each case, immediately, or, in the case of Alternative Currency Term Rate Loans, on the last day of the Interest Period therefor if such Lender may lawfully continue to maintain such Alternative
Currency Term Rate Loans to such day and (ii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon SOFR, the Administrative Agent shall during the period of such suspension compute the ABR
applicable to such Lender without reference to the Term SOFR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR.
Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.12. 

2.20. Inability to Determine Rates; Successor Rates. 

(a) If in connection with any request for a Term SOFR Loan or an Alternative Currency Loan or a conversion of ABR Loans to Term SOFR Loans or
a continuation of any of such Loans, as applicable, (i) the applicable Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate for the Relevant Rate for the applicable
Agreed Currency has been determined in accordance with Section 2.20(b) or Section 2.20(c) and the circumstances under clause (i) of Section 2.20(b) or of
Section 2.20(c) or the Term SOFR Scheduled Unavailability Date or Alternative Currency Schedule Unavailability Date has occurred with respect to such Relevant Rate (as applicable), or (B) adequate and reasonable means
do not otherwise exist for determining the Relevant Rate for the applicable Agreed Currency for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed Term SOFR Loan or an Alternative Currency Loan or in
connection with an existing or proposed ABR Loan, or (ii) the applicable Administrative Agent or the Required Lenders determine that for any reason that the Relevant Rate with respect to a proposed Loan denominated in an Agreed Currency for any
requested Interest Period or determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the applicable Administrative Agent will promptly so notify the Borrowers and each Lender. 

Thereafter, (x) the obligation of the Lenders to make or maintain Loans in the affected currencies, as applicable, or to convert ABR
Loans to Term SOFR Loans, shall be suspended in each case to the extent of the affected Term SOFR Loans, Alternative Currency Loans or Interest Period or determination date(s), as applicable, and (y) in the event of a determination described in
the preceding sentence with respect to the Term SOFR component of the ABR, the utilization of the Term SOFR component in determining the ABR shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the
Required Lenders described in clause (ii) of this Section 2.20(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. 

Upon receipt of such notice, (i) the applicable Borrowers may revoke any pending request for a Borrowing of, or conversion to Term SOFR
Loans, or Borrowing of, or continuation of Alternative Currency Loans to the extent of the affected Term SOFR Loans, Alternative Currency Loans or Interest Period or determination date(s), as applicable or, failing that, will be deemed to have
converted such request into a request for a Borrowing of ABR Loans in the Dollar Equivalent of the amount specified therein and (ii) (A) any outstanding Term SOFR Loans shall be deemed to have been converted to ABR Loans immediately and
(B) any outstanding affected Alternative Currency Loans, at the applicable Borrower’s election, shall either (1) be converted into a Borrowing of ABR Loans in the Dollar Equivalent of the amount of such outstanding Alternative
Currency Loan immediately, in the case of an Alternative Currency Daily Rate Loan or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan or (2) be prepaid in full immediately, in the case of an
Alternative Currency 

  
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Daily Rate Loan, or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan; provided that if no election is made by the applicable Borrower
(x) in the case of an Alternative Currency Daily Rate Loan, by the date that is three Business Days after receipt by the applicable Borrower of such notice or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of
the current Interest Period for the applicable Alternative Currency Term Rate Loan, the applicable Borrower shall be deemed to have elected clause (1) above. 

(b) Replacement of Term SOFR or Term SOFR Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan
Documents, if the U.S. Administrative Agent determines (which determination shall be conclusive absent manifest error), or the U.S. Borrower or the Required Lenders notify the U.S. Administrative Agent (with, in the case of the Required Lenders, a
copy to the U.S. Borrower) that the U.S. Borrower or the Required Lenders (as applicable) have determined, that: 
 (i)
adequate and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR, including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and
such circumstances are unlikely to be temporary; or 
 (ii) CME or any successor administrator of the Term SOFR Screen Rate
or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after
which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available, or permitted to be used for determining the interest rate of Dollar denominated syndicated loans, or
shall or will otherwise cease, provided, that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide such interest periods of Term SOFR after
such specific date (the latest date on which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, the “Term SOFR Scheduled Unavailability
Date”); 
 then, on a date and time determined by the U.S. Administrative Agent (any such date, the “Term SOFR Replacement Date”),
which date shall be, at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Term SOFR Scheduled Unavailability Date,
Term SOFR will be replaced hereunder and under any other Loan Document with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be determined by the U.S. Administrative Agent, in each case,
without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Term SOFR Successor Rate”). 

If the Term SOFR Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a quarterly basis. 

Notwithstanding anything to the contrary herein, (A) if the U.S. Administrative Agent determines that Daily Simple SOFR is not available
on or prior to the Term SOFR Replacement Date, or (B) if the events or circumstances of the type described in Section 2.20(b)(i) or 2.20(b)(ii) have occurred with respect to the Term SOFR Successor Rate then in effect,
then in each case, the U.S. Administrative Agent and the U.S. Borrower may amend this Agreement and the other Loan Documents solely for the purpose of replacing Term SOFR or any then current Term SOFR Successor Rate in accordance with this
Section 2.20(b) at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then
existing convention for such alternative benchmark in similar Dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark and, in each case, including any mathematical or other adjustments to such
benchmark giving due consideration to any evolving or then existing convention for such benchmark in similar Dollar denominated credit facilities syndicated and agented in the United States, which adjustment or method for calculating such adjustment
shall be published on an information service selected by the U.S. Administrative Agent from time to time in its discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a
“Term SOFR Successor Rate”. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the U.S. Administrative Agent shall have posted such proposed amendment to all Lenders and Lead
Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the U.S. Administrative Agent written notice that the Required Lenders object to such amendment. 

  
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 (c) Replacement of Relevant Rate or Successor Rate for Alternative Currencies.
Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the applicable Administrative Agent determines (which determination shall be conclusive absent manifest error), or any Borrower or Required Lenders notify the
applicable Administrative Agent (with, in the case of the Required Lenders, a copy to the U.S. Borrower) that such Borrower or Required Lenders (as applicable) have determined, that: 

(i) adequate and reasonable means do not exist for ascertaining the Relevant Rate for an Alternative Currency because none of
the tenors of such Relevant Rate under this Agreement is available or published on a current basis, and such circumstances are unlikely to be temporary; or 

(ii) the Applicable Authority has made a public statement identifying a specific date after which all tenors of the Relevant
Rate for an Alternative Currency under this Agreement shall or will no longer be representative or made available, or permitted to be used for determining the interest rate of syndicated loans denominated in such Alternative Currency, or shall or
will otherwise cease, provided that, in each case, at the time of such statement, there is no successor administrator that is satisfactory to the applicable Administrative Agent that will continue to provide such representative tenor(s) of
the Relevant Rate for such Alternative Currency (the latest date on which all tenors of the Relevant Rate for such Alternative Currency under this Agreement are no longer representative or available permanently or indefinitely, the
“Alternative Currency Scheduled Unavailability Date”); 
 or if the events or circumstances of the type described in
Section 2.20(c) (i) or (ii) have occurred with respect to the Alternative Currency Successor Rate then in effect, then, the applicable Administrative Agent and the applicable Borrowers may amend
this Agreement solely for the purpose of replacing the Relevant Rate for an Alternative Currency or any then current Alternative Currency Successor Rate for an Alternative Currency in accordance with this Section 2.20 with
an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such Alternative Currency for such alternative benchmarks, and, in
each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such Alternative
Currency for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the applicable Administrative Agent from time to time in their reasonable discretion and may be
periodically updated (and any such proposed rate, including for the avoidance of doubt, any adjustment thereto, an “Alternative Currency Successor Rate”, and collectively with the Term SOFR Successor Rate, each a
“Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the applicable Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless,
prior to such time, Lenders comprising the Required Lenders have delivered to the applicable Administrative Agent written notice that such Required Lenders object to such amendment. 

(d) Successor Rate. The applicable Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of
the implementation of any Successor Rate. 
 Any Successor Rate shall be applied in a manner consistent with market practice;
provided that to the extent such market practice is not administratively feasible for the applicable Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the applicable Administrative
Agent. 
 Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than 0.00%, the
Successor Rate will be deemed to be 0.00% for the purposes of this Agreement and the other Loan Documents. 

  
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 In connection with the implementation of a Successor Rate the Administrative Agent will have
the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or
consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrowers and the Lenders reasonably
promptly after such amendment becomes effective. 
 (e) For purposes of this Section 2.20, those Lenders that
either have not made, or do not have an obligation under this Agreement to make, the relevant Loans in the relevant Alternative Currency shall be excluded from any determination of Required Lenders. 

2.21. ESG Amendment. 

(a) After the Second Restatement Effective Date, the U.S. Borrower, in consultation with the Sustainability Structuring Agent, shall be
entitled to establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrowers and their respective Subsidiaries to be mutually
agreed between the U.S. Borrower and the Sustainability Structuring Agent. The U.S. Borrower, the Sustainability Structuring Agent and the Required Lenders may amend this Agreement (such amendment, the “ESG Amendment”) solely for
the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Upon effectiveness of any such ESG Amendment, based on the Borrowers’ performance against the KPIs, certain
adjustments to the Unused Line Fees and Applicable Margin may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in an increase or decrease of more than (a) 0.01% (one basis point) in
the aggregate in the Unused Line Fees and/or (b) 0.05% (five basis points) in the aggregate in the Applicable Margin, and such adjustments shall not be cumulative. The pricing adjustments and the ESG Amendment will require, among other things,
reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published from time to time by the Loan Market Association, Asia Pacific Loan Market Association and Loan
Syndications & Trading Association) or with precedent Sustainability Linked Loans (as described in the Sustainability Linked Loan Principles) in the syndicated loan market at the time of the ESG Amendment, and shall identify a
sustainability assurance provider (the “Sustainability Assurance Provider”), which shall be a qualified external reviewer, independent of the U.S. Borrower and its Subsidiaries, with relevant expertise, such as an auditor,
environmental consultant and/or independent ratings agency of recognized national standing, and is to be agreed between the U.S. Borrower and the Sustainability Structuring Agent (each acting reasonably). Following the effectiveness of the ESG
Amendment, any modification to the ESG Pricing Provisions which does not have the effect of reducing the Unused Line Fees or Applicable Margin to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Required
Lenders. 
 (b) The Sustainability Structuring Agent will (i) assist the U.S. Borrower in determining the ESG Pricing Provisions in
connection with the ESG Amendment and (ii) assist the U.S. Borrower in preparing informational materials focused on KPIs to be used in connection with the ESG Amendment, in each case, based upon the information provided by the U.S. Borrower
with respect to the applicable KPIs selected in accordance with Section 2.21(a). Each party hereto agrees that neither the Administrative Agents nor the Sustainability Structuring Agent (x) makes any assurances with
regard to environmental or social impact and sustainability performance or that the characteristics of the relevant KPI metrics (including any environmental, social and sustainability criteria or any computation methodology) meet any industry
standards for sustainability-linked credit facilities, (y) shall have any duty to ascertain, inquire into or otherwise independently verify any such information (or any liability in respect thereof), or (z) shall have any responsibility
for (or be liable for) the completeness or accuracy of any such information. 
 SECTION 3. Fees; Commitments 

3.1. Fees. The Borrowers agree to pay, or cause to be paid to the applicable Administrative Agent and other Agents any fees in the
amounts previously agreed to in writing by the Borrowers in connection with this Agreement. 

  
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 3.2. Unused Line Fees. 

(a) On the first day of each April, July, October and January and on the Termination Date, the U.S. Borrower agrees to pay to the U.S.
Administrative Agent, (i) for the ratable account of the U.S. Revolving Lenders, in accordance with their respective U.S. Revolving Commitments, an unused line fee (the “U.S. Unused Line Fee”) equal to the Applicable U.S.
Unused Line Fee Margin per annum times the average daily amount by which the aggregate U.S. Revolving Commitments exceeded the aggregate Outstanding Amount of U.S. Revolving Loans and U.S. Letter of Credit Obligations (which shall exclude, for the
purposes of this Section 3.2(a) only, the principal amount of all U.S. Swingline loans and U.S. Agent Advances). The U.S. Unused Line Fee shall be payable in Dollars and shall be computed on the basis of a 360-day year for the actual number of days elapsed. All principal payments received by the U.S. Administrative Agent shall be deemed to be credited to the U.S. Borrower’s loan account immediately upon receipt
for purposes of calculating the U.S. Unused Line Fee pursuant to this Section 3.2(a). 
 (b) On the first day of
each April, July, October and January and on the Termination Date, the Canadian Borrower agrees to pay to the Canadian Administrative Agent, for the ratable account of the Canadian Revolving Lenders, in accordance with their respective Canadian
Revolving Commitments, an unused line fee (the “Canadian Unused Line Fee”) equal to the Applicable Canadian Unused Line Fee Margin per annum times the average daily amount by which the aggregate Canadian Revolving Commitments
exceeded the aggregate Outstanding Amount of Canadian Revolving Loans and Canadian Letters of Credit (which shall exclude, for the purposes of this Section 3.2(b) only, the principal amount of all Canadian Swingline Loans
and Canadian Agent Advances). The Canadian Unused Line Fee shall be payable in Dollars and shall be computed on the basis of a 360-day year for the actual number of days elapsed. All principal payments
received by the Canadian Administrative Agent shall be deemed to be credited to the Canadian Borrower’s loan account immediately upon receipt for purposes of calculating the Canadian Unused Line Fee pursuant to this
Section 3.2(b). 
 (c) On the first day of each April, July, October and January and on the Termination Date, the
European Borrowers agree to pay to the European Administrative Agent, for the ratable account of the European Revolving Lenders, in accordance with their respective European Revolving Commitments, an unused line fee (the “European Unused
Line Fee”) equal to the Applicable European Unused Line Fee Margin per annum times the average daily amount by which the aggregate European Revolving Commitments exceeded the aggregate Outstanding Amount of European Revolving Loans and
European Letters of Credit (which shall exclude, for the purposes of this Section 3.2(c) only, the principal amount of all European Swingline Loans and European Agent Advances). The European Unused Line Fee shall be payable
in Dollars and shall be computed on the basis of a 360-day year for the actual number of days elapsed. All principal payments received by the European Administrative Agent shall be deemed to be credited to the
European Borrowers’ loan account immediately upon receipt for purposes of calculating the European Unused Line Fee pursuant to this Section 3.2(c). 

3.3. Letter of Credit Fee. 

(a) The U.S. Borrower agrees to pay (x) to the U.S. Administrative Agent, for the account of each U.S. Revolving Lender for each U.S.
Letter of Credit, a fee denominated in the currency of the relevant U.S. Letter of Credit (the “U.S. Letter of Credit Fee”) at a per annum rate equal to the Applicable Margin in effect from time to time with respect to Term SOFR
Loans that are U.S. Revolving Loans on such Lender’s Pro Rata Share of the daily undrawn amount of such U.S. Letter of Credit from time to time, (y) to the U.S. Administrative Agent, for the account of each U.S. Letter of Credit Issuer, a
fronting fee denominated in the currency of the relevant U.S. Letter of Credit (the “U.S. Fronting Fee”) of one-eighth of one percent (0.125%) of the face amount of each U.S. Letter of Credit
issued by it, and (z) to each U.S. Letter of Credit Issuer, all out-of-pocket costs, fees and expenses incurred or charged by the U.S. Letter of Credit Issuer in
connection with the application for, processing of, issuance or extension of, drawing under, or amendment to, any U.S. Letter of Credit. The U.S. Letter of Credit Fee and U.S. Fronting Fee payable by the U.S. Borrower with respect to a U.S. Letter
of Credit shall be payable quarterly in arrears on the first day of each April, July, October and January following the date on which such U.S. Letter of Credit is issued and on the Termination Date. The U.S. Letter of Credit Fee shall be computed
on the basis of a 360-day year for the actual number of days elapsed. 

  
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 (b) The Canadian Borrower (with respect to Canadian Letters of Credit issued for the account
of the Canadian Borrower) and the U.S. Borrower (with respect to Canadian Letters of Credit issued for the account of the U.S. Borrower), respectively, agrees to pay (x) to the Canadian Administrative Agent, for the account of each Canadian
Revolving Lender for each Canadian Letter of Credit issued for the account of the Canadian Borrower or U.S. Borrower, respectively, a fee denominated in the currency of the relevant Canadian Letter of Credit (the “Canadian Letter of Credit
Fee”) at a per annum rate equal to the Applicable Margin in effect from time to time with respect to Term SOFR Loans or Alternative Currency Loans, as applicable, that are Canadian Revolving Loans on such Lender’s Pro Rata Share of the
daily undrawn amount of such Canadian Letter of Credit from time to time, (y) to the Canadian Administrative Agent, for the account of each Canadian Letter of Credit Issuer, a fronting fee denominated in the currency of the relevant Canadian
Letter of Credit (the “Canadian Fronting Fee”) of one-eighth of one percent (0.125%) of the face amount of each Canadian Letter of Credit issued by it for the account of the Canadian Borrower
or U.S. Borrower, respectively, and (z) to each Canadian Letter of Credit Issuer, all out-of-pocket costs, fees and expenses incurred or charged by the Canadian
Letter of Credit Issuer in connection with the application for, processing of, issuance or extension of, drawing under, or amendment to, any Canadian Letter of Credit. The Canadian Letter of Credit Fee and Canadian Fronting Fee with respect to a
Canadian Letter of Credit shall be payable quarterly in arrears on the first day of each April, July, October and January following the date on which such Canadian Letter of Credit is issued and on the Termination Date. The Canadian Letter of Credit
Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed. 
 (c)
The European Borrowers agree to pay (x) to the European Administrative Agent, for the account of each European Revolving Lender for each European Letter of Credit, a fee denominated in the currency of the relevant European Letter of Credit (the
“European Letter of Credit Fee”) at a per annum rate equal to the Applicable Margin in effect from time to time with respect to Term SOFR Loans or Alternative Currency Loans that are European Revolving Loans on such Lender’s
Pro Rata Share of the daily undrawn amount of such European Letter of Credit from time to time, (y) to the European Administrative Agent, for the account of each European Letter of Credit Issuer, a fronting fee denominated in the currency of
the relevant European Letter of Credit (the “European Fronting Fee”) of one-eighth of one percent (0.125%) of the face amount of each European Letter of Credit issued by it, and (z) to
each European Letter of Credit Issuer, all out-of-pocket costs, fees and expenses incurred or charged by the European Letter of Credit Issuer in connection with the
application for, processing of, issuance or extension of, drawing under, or amendment to, any European Letter of Credit. The European Letter of Credit Fee and European Fronting Fee payable by the European Borrowers with respect to a European Letter
of Credit shall be payable quarterly in arrears on the first day of each April, July, October and January following the date on which such European Letter of Credit is issued and on the Termination Date. The European Letter of Credit Fee shall be
computed on the basis of a 360-day year for the actual number of days elapsed. 
 3.4. Mandatory
Termination of Commitments. 
 (a) The Revolving Commitments shall terminate at 5:00 p.m. (New York City time) on the Revolving
Maturity Date. 
 (b) The Swingline Commitments shall terminate at 5:00 p.m. (New York City time) on the Revolving Maturity Date. 

(c) The Initial Term Commitments shall terminate at 5:00 p.m. (New York City time) on the Second Restatement Effective Date (or, if earlier,
upon the funding of the Initial Term Loans on the Second Restatement Effective Date). 
 SECTION 4. Payments 

4.1. Repayment of Loans. 

(a) Revolving Loans. The U.S. Borrower shall repay the outstanding principal balance of the U.S. Revolving Loans, U.S. Agent Advances
and U.S. Swingline Loans made to them, in each case, plus all accrued but unpaid interest thereon, on the Revolving Maturity Date. The Canadian Borrower shall repay the outstanding principal balance of the Canadian Revolving Loans, Canadian Agent
Advances and Canadian Swingline Loans made to them, plus all accrued but unpaid interest thereon, on the Revolving Maturity Date. The European Borrowers shall repay the outstanding principal balance of the European Revolving Loans, European Agent
Advances and European Swingline Loans made to them, in each case, plus all accrued but unpaid interest thereon, on the Revolving Maturity Date. 

  
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 (b) Initial Term Loans. The U.S. Borrower shall repay to the U.S. Administrative
Agent, in Dollars, for the benefit of the Term Lenders, on the last day of each March, June, September and December of each year, commencing with March 31, 2026 (or, if not a Business Day, the immediately preceding Business Day), in an
aggregate principal amount of the Initial Term Loans equal to 12.5% of the aggregate principal amount of such Initial Term Loans outstanding on the Second Restatement Effective Date based on the aggregate amount thereof funded in Dollars. To
the extent not previously paid, outstanding Initial Term Loans shall be due and payable on the Initial Term Maturity Date. 
 4.2.
Voluntary Prepayment, Reduction or Termination. 
 (a) The Borrowers may, upon at least 3 Business Days’ notice to the
applicable Administrative Agent and without premium or penalty, voluntarily prepay the Revolving Loans of any Class, Swingline Loans or Agent Advances in whole or in part; provided that (i) any partial prepayment pursuant to this
Section 4.2 shall be in the amount of at least $5,000,000 and (ii) any prepayment of Term SOFR Loans or Alternative Currency Term Rate Loans pursuant to this Section 4.2 on any day other than
the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrowers with the applicable provisions of Section 2.11. 

(b) The Borrowers may, upon at least 3 Business Days’ notice to the applicable Administrative Agent and without premium or penalty,
terminate or permanently reduce the U.S. Revolving Commitments, the Canadian Revolving Commitments or the European Revolving Commitments in whole or in part; provided that (i) any such reduction shall apply proportionately and
permanently to reduce, with respect to the U.S. Revolving Facility, the U.S. Revolving Commitment of each U.S. Revolving Lender, with respect to the Canadian Revolving Facility, the Canadian Revolving Commitment of each Canadian Revolving Lender and
with respect to the European Revolving Facility, the European Revolving Commitment of each European Revolving Lender, (ii) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least
$5,000,000 and (iii) after giving effect to any such termination or reduction the Availability Conditions are satisfied. 
 (c) The
U.S. Borrower shall have the right to prepay Term Loans of any Class, without premium or penalty, in whole or in part from time to time on the following terms and conditions: (a) the U.S. Borrower shall give the U.S. Administrative Agent at the
U.S. Administrative Agent’s Office for payment in Dollars written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of SOFR Loans) the specific
Borrowing(s) pursuant to which made, which notice shall be given by the U.S. Borrower no later than 12:00 noon (New York City time) (i) in the case of SOFR Loans, three Business Days prior to, or (ii) in the case of ABR Loans, one Business
Day prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders and (b) each partial prepayment of (i) any Borrowing of SOFR Loans shall be in a minimum amount of $5,000,000
and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $1,000,000 in excess thereof; provided that no partial prepayment of SOFR Loans made pursuant to a
single Borrowing shall reduce the outstanding SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for SOFR Loans. Each prepayment in respect of any Term Loans pursuant to this
Section 4.2(c) shall be applied to reduce scheduled amortization of such Term Loans in such order as the U.S. Borrower may specify. 

4.3. Mandatory Prepayments. 

(a) If at any time, the Availability Conditions under a Revolving Facility shall cease to be satisfied, the Borrowers shall immediately upon
demand by the Administrative Agent prepay such of their respective Loans (and cash collateralize such of their respective Letter of Credit Obligations in the currencies in which such Letters of Credit are denominated) under such Revolving Facility
in an amount sufficient such that the Availability Conditions under such Revolving Facility are again satisfied. 

  
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 (b) At all times after the occurrence and during the continuation of a Cash Dominion Event
and notification thereof by the Administrative Agents to the U.S. Borrower (subject to the provisions of the Security Documents and the Intercreditor Agreement), on each Business Day, at or before 1:00 p.m. (New York City time), the applicable
Administrative Agent shall apply all immediately available funds credited to the applicable Concentration Account after, if applicable, exercise of the applicable Agent’s control with respect to such Concentration Account to prepay Loans to the
U.S. Borrower in the case of amounts contained in the U.S. Concentration Accounts, Loans to the Canadian Borrower in the case of amounts contained in the Canadian Concentration Accounts, or Loans to the European Borrowers in the case of amounts
contained in the European Concentration Accounts, as the case may be. 
 (c) [Reserved]. 

(d) With respect to each prepayment of Loans required by this Section 4.3, the applicable Borrower(s) may, if
applicable, designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which they are made. In the absence of a designation by the Borrowers as described in the preceding sentence, the applicable Administrative
Agent shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.12, to the extent applicable. Notwithstanding any
provision in this Section 4.3 to the contrary, 
 (i) all prepayments under the U.S. Facility
pursuant to this Section 4 shall be applied, first, to the payment of any U.S. Agent Advances that may be outstanding, second, to the payment of all U.S. Swingline Loans to the U.S. Borrower to any Letter of
Credit Borrowings with respect to U.S. Letters of Credit outstanding, third, to the payment of all U.S. Revolving Loans to the U.S. Borrower then outstanding, pro rata, fourth, to cash collateralize any remaining Letters of Credit
issued for the account of the U.S. Borrower and fifth, in the order specified in clause (ii) below, 
 (ii) all
prepayments under the Canadian Facility pursuant to this Section 4 shall be applied, first, to the payment of any Canadian Agent Advances to the Canadian Borrower that may be outstanding, second, to the
payment of all Canadian Swingline Loans to the Canadian Borrower and to any Letter of Credit Borrowings with respect to Canadian Letters of Credit issued for the account of the Canadian Borrower outstanding, third, to the payment of all
Canadian Revolving Loans to the Canadian Borrower then outstanding, pro rata, and fourth, to cash collateralize any remaining Canadian Letters of Credit issued for the account of the Canadian Borrower, and 

(iii) all prepayments of under the European Facility pursuant to this Section 4 shall be applied,
first, to the payment of any European Agent Advances that may be outstanding, second, to the payment of all European Swingline Loans to the European Borrowers to any Letter of Credit Borrowings with respect to European Letters of
Credit outstanding, third, to the payment of all European Revolving Loans to the European Borrowers then outstanding, pro rata and fourth, to cash collateralize any remaining Letters of Credit issued for the account of the European
Borrowers. 
 (e) In lieu of making any payment pursuant to this Section 4.3 in respect of any Term SOFR Loan or
any Alternative Currency Term Rate Loan other than on the last day of the Interest Period so long as no Event of Default shall have occurred and be continuing, the applicable Borrower(s) at its or their option may deposit with the respective
Administrative Agent an amount in the applicable currency equal to the amount of the Term SOFR Loan or Alternative Currency Term Rate Loan to be prepaid and such Term SOFR Loan or Alternative Currency Term Rate Loan shall be repaid on the last day
of the Interest Period therefor in the required amount. Such deposit shall be held by the applicable Administrative Agent in a non-interest bearing deposit account established on terms reasonably satisfactory
to such Administrative Agent. Such deposit shall constitute cash collateral for the Term SOFR Loan or Alternative Currency Term Rate Loan to be so prepaid, provided that the applicable Borrower may at any time direct that such deposit be
applied to make the applicable payment required pursuant to this Section 4.3. 

  
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 4.4. Method and Place of Payment; Administrative Agent’s Clawback.

 (a) Subject to Section 2.18, all payments under this Agreement shall be made by the applicable Loan Party,
without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto (i) in the case of the payments under the U.S. Revolving
Facility, not later than 2:00 p.m. (New York City time), (ii) in the case of payments under the Canadian Revolving Facility, all payments in Dollars not later than 12:00 noon (New York City time) and all payments in Cdn. Dollars not later than
2:00 p.m. (New York City time) and (iii) in the case of payments under the European Revolving Facility, all payments in Dollars not later than 12:00 noon (London time) and all payments in Sterling or Euros not later than 2:00 p.m. (London
time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office for the applicable currency or at such other office as the Administrative Agent shall specify for such purpose by
notice to the applicable Loan Party. All repayments or prepayments of any Revolving Loans, Swingline Loans and Agent Advances (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Revolving Loans,
Swingline Loans and Agent Advances are denominated and all other payments under each Loan Document shall, unless otherwise specified in such Loan Document, be made in Dollars (in the case of the U.S. Revolving Facility), Cdn. Dollars (in the case of
the Canadian Revolving Facility) or Euros or Sterling (in the cause of the European Revolving Facility). The Administrative Agents will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent
prior to 2:00 p.m. (New York City or London time, as applicable) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or other amounts ratably to the Lenders entitled thereto. 

(b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time (or, in the case of payments under the
European Revolving Facility, London time)) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be
extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable during such extension at the applicable rate in effect immediately prior to such extension. 

(c) (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Term SOFR
Loans, Alternative Currency Term Rate Loans or Alternative Currency Daily Rate Loans (or, in the case of any Borrowing of ABR Loans, prior to 12:00 noon on the date of such Borrowing) 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 2.2(f), 2.3(f) or 2.4(f), as
applicable, and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent,
then the applicable Lender agrees 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
applicable Borrower 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,
plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. 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.    If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of the date of
Borrowing, the Administrative Agent shall notify the U.S. Borrower of the failure of such Lender to make such amount available to the Administrative Agent and the Administrative Agent shall also be entitled to recover such amount with interest
thereon from the original date of Borrowing on demand at the rate per annum applicable to ABR Loans under the U.S. Revolving Facility, Canadian Revolving Facility or European Revolving Facility, as applicable. 

(ii) Unless the Administrative Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to
the Administrative Agent for the account of any applicable Lenders or Letter of Credit Issuers hereunder that the applicable Borrower will not make such payment, the Administrative Agent may assume that the applicable Borrower has made such payment
on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the applicable Letter of Credit Issuer, as the case may be, the amount due. 

  
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 With respect to any payment that the Administrative Agent makes for the
account of the applicable Lenders or Letter of Credit Issuers hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as
the “Rescindable Amount”): (1) the applicable Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower (whether or not then owed); or
(3) the Administrative agent has for any reason otherwise erroneously made such payment; then each of the applicable Lenders or the applicable Letter of Credit Issuers, as the case may be, severally agrees to repay to the Administrative Agent
forthwith on demand the Rescindable Amount so distributed to such Lender or such Letter of Credit Issuers, 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 applicable Lender with respect to any amount owing under this clause (c) shall be
conclusive, absent manifest error. 
 4.5. Net Payments. 

(a) Any and all payments made by or on behalf of any Loan Party under this Agreement or any other Loan Document shall be made free and clear
of, and without deduction or withholding for or on account of, any Taxes, except as required by applicable law; provided that if any Loan Party or Administrative Agent shall be required by applicable Requirements of Law to deduct or withhold
any Taxes from such payments, then (i) in the case of any Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions and withholdings (including deductions or
withholdings applicable to additional sums payable under this Section 4.5(a)) the Administrative Agents, the Collateral Agent or any Lender, as the case may be, receives an amount equal to the sum it would have received had
no such deductions or withholdings been made, (ii) the applicable Loan Party and the Administrative Agents shall make such deductions or withholdings and (iii) the applicable Loan Party and the Administrative Agents shall timely pay the
full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirements of Law. Whenever any Indemnified Taxes are payable by any Loan Party (or any Taxes are withheld by a Loan
Party from payments made under this Agreement), as promptly as possible thereafter, such Loan Party shall send to the applicable Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an
original official receipt (or other evidence acceptable to such Lender, acting reasonably) received by such Loan Party showing payment thereof. 

For purposes of this Section 4.5, solely with respect to any Loan made to a U.S. Borrower or Canadian Borrower,
(x) any payments by any Administrative Agent to a Lender of any amounts received by such Administrative Agent from any Loan Party on behalf of such Lender shall be treated as a payment from that Loan Party to such Lender and (y) if a
Lender is treated as a partnership or a qualified intermediary by a jurisdiction imposing an Indemnified Tax, any withholding or payment of such Indemnified Tax by the Lender in respect of any of such Lender’s partners, or any of the beneficial
owners with respect to such qualified intermediary, shall be considered a withholding or payment of such Indemnified Tax by the applicable Loan Party. 

(b) The Borrowers shall timely pay and shall indemnify and hold harmless the Administrative Agents, each Collateral Agent and each Lender with
regard to any Other Taxes (whether or not such Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority), If any Borrower determines that a reasonable basis exists to claim a refund of the Other Taxes
indemnified under this clause (b), the Administrative Agent or Lender shall, at the Borrower’s expense, reasonably cooperate with such Borrower in pursuing such refund, provided that no Administrative Agent or Lender shall be required to
pursue the refund claim if such Agent or Lender in good faith discretion determines that to do so would be disadvantageous to it. 
 (c)
Without duplication of Section 4.5(a), the Borrowers shall indemnify and hold harmless the Administrative Agents, the Collateral Agent and each Lender within 10 Business Days after written demand therefor, for the full amount of any Indemnified
Taxes (excluding “Other Taxes”), imposed on such Administrative Agent, the Collateral Agent or such Lender, as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth reasonable detail as to the amount of such payment or liability delivered to the U.S. Borrower by a Lender, the Administrative Agent or
the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. 

  
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 (d) Each Non-U.S. Lender with respect to the U.S.
Revolving Facility or any other Loan made to the U.S. Borrower shall, to the extent it is legally eligible to do so, deliver to the U.S. Borrower and the U.S. Administrative Agent on or prior to the date on which such
Non-U.S. Lender becomes a U.S. Revolving Lender under this Agreement (and from time to time thereafter upon the request of the Loan Parties or the Administrative Agent, but only if such Non-U.S. Lender is legally eligible to do so), whichever of the following is applicable: 

(i) two duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E claiming eligibility for benefits of an income tax treaty to which the United States is a party, 

(ii) two duly completed copies of Internal Revenue Service Form W-8ECI, 

(iii) in the case of a Non-U.S. Lender claiming the benefits of the exemption for
portfolio interest under Section 881(c) of the Code, (A) a certificate substantially in the form of Exhibit K (any such certificate, a “U.S. Tax Compliance Certificate”) and (B) two duly completed copies of Internal
Revenue Service Form W-8BEN or W-8BEN-E, 

(iv) to the extent a Non-U.S. Lender is not the beneficial owner (for example, where
the Non-U.S. Lender is a partnership or participating Lender granting a participation), Internal Revenue Service Form W-8IMY, or successor applicable form, accompanied
by a Form W-8ECI, W-8BEN, W-BEN-E U.S. Tax Compliance Certificate, Form W-9 or Form W-8IMY from each beneficial owner, as applicable (provided, that where a Non-U.S. Lender is a partnership (and not a
participating Lender) and one or more direct or indirect partners are claiming the portfolio interest exception, the U.S. Tax Compliance Certificate may be provided by the Non-U.S. Lender on behalf of the
direct or indirect partners), and 
 (v) any documentation required to enable the U.S. Borrower and the U.S. Administrative
Agent to comply with their obligations under Sections 1471 through 1474 of the Code and to determine whether any withholding is required. 

To the extent it is legally eligible to do so, each Non-U.S. Lender shall deliver to the U.S. Borrower
and the U.S. Administrative Agent two further copies of any such form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete or invalid and promptly after the
occurrence of any event requiring a change in the most recent form previously delivered by it to the U.S. Borrower or the Administrative Agent, or promptly notify the U.S. Borrower and the Administrative Agent that it is unable to do so. 

(e) If any Lender, the Administrative Agent or the Collateral Agent, as applicable, determines, in its sole discretion, that it has received a
refund of an Indemnified Tax or Other Tax for which a payment has been made by any Loan Party pursuant to this Agreement, which refund in the good faith judgment of such Lender, the Administrative Agent or the Collateral Agent, as the case may be,
is attributable to such payment made by such Loan Party, then the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse such Loan Party for such amount (together with any interest received thereon) as the
Lender, Administrative Agent or the Collateral Agent, as the case may be, determines in its sole discretion to be the proportion of the refund as will leave it, after such reimbursement, in no better or worse
after-Tax position (taking into account expenses) than it would have been in if the payment had not been required; provided that such Loan Party, upon the request of the Lender, the Administrative Agent
or the Collateral Agent, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, the Administrative Agent or the Collateral Agent in the
event the Lender, the Administrative Agent or the Collateral Agent is required to repay such refund to such Governmental Authority. Neither the Lender, the Administrative Agent nor the Collateral Agent shall be obliged to disclose any information
regarding its tax affairs or computations to any Loan Party in connection with this clause (e) or any other provision of this Section 4.5. 

  
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 (f) Each Lender and Agent with respect to the U.S. Revolving Facility and any other Loan
made to the U.S. Borrower, that is a United States person under Section 7701(a)(30) of the Code shall, at the reasonable request of the U.S. Borrower or the Administrative Agent, deliver to the U.S. Borrower and the Administrative Agent two
United States Internal Revenue Service Form W-9 (or substitute or successor form), properly completed and duly executed, certifying that such Lender or Agent is exempt from United States backup withholding.

 (g) The agreements in this Section 4.5 shall survive the resignation or replacement of any Agent or any
assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all Obligations under any Loan Document. 

(h) For the avoidance of doubt, the term “Lender” shall, for purposes of this Section 4.5, include any
Swingline Lender and any Letter of Credit Issuer. 
 (i) Solely with respect to a Loan to a European Borrower, such European Borrower shall,
promptly upon becoming aware that such Loan Party must make a Tax Deduction (or that there is any change in the rate or the basis of such a Tax Deduction) notify the Administrative Agent accordingly. Similarly, with respect to a Loan to a European
Borrower, a Lender shall notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender it shall notify the European Borrowers. 

(j) [Reserved]. 
 (k) Status
of Lenders with Respect to the European Borrowers. 
 Solely with respect to Loans to a European Borrower: 

(i) A Lender and each Loan Party that is required to make a payment to which that Lender is entitled shall co-operate in completing any procedural formalities necessary for that Loan Party to obtain authorisation to make payment without a Tax Deduction, provided that where a Lender has (where relevant) confirmed its HMRC
DT Treaty Passport Scheme reference number and jurisdiction of Tax residence in Exhibit A or in the Assignment and Acceptance pursuant to which such Lender became a party hereto or provided notification of the same to the Administrative Agent and
the relevant Borrower, it shall be under no further obligation pursuant to this paragraph (k)(i) (except where a Borrower DTTP Filing has been rejected by HM Revenue & Customs or where HM Revenue & Customs has not given authority
to make payments to that Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP Filing and, in each case, a Borrower has notified the relevant Lender and the Administrative Agent). 

(ii) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to any payments made under
any Loan Document shall deliver to the relevant Borrower and the Administrative Agent, at the time or times reasonably requested by the relevant Borrower or the Administrative Agent, such properly completed and executed documentation reasonably
requested by the relevant Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding, provided that where a Lender has (where relevant) confirmed its HMRC DT Treaty Passport
Scheme reference number and jurisdiction of Tax residence in Exhibit A or in the Assignment and Acceptance pursuant to which such Lender became a party hereto or otherwise provided notification of the same to the Administrative Agent and the
relevant Borrower, it shall be under no further obligation pursuant to this paragraph (k)(ii) (except where a Borrower DTTP Filing has been rejected by HM Revenue & Customs or where HM Revenue & Customs has not given authority to
make payments to that Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP Filing and, in each case, the relevant Borrower has notified the relevant Lender and the Administrative Agent). In addition, any Lender, if
reasonably requested by the relevant Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the relevant Borrower or the Administrative Agent as will enable the Loan
Parties or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. 

  
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 (iii) If a Lender has confirmed its HMRC DT Treaty Passport Scheme reference
number and jurisdiction of Tax residence, the relevant Loan Party shall make a Borrower DTTP Filing with respect to such Lender within 30 days of the date of such confirmation. 

(iv) Solely with respect to a Loan made to a Belgian Borrower or a UK Borrower, each Lender which becomes a Party to this
Agreement after the date of this Agreement shall state in writing to the Administrative Agent at the time it becomes a Party to this Agreement whether it is: (A) not a Belgian Qualifying Lender or a UK Qualifying Lender, as applicable,
(B) a Belgian Qualifying Lender or a UK Qualifying Lender, as applicable (other than a Belgian Treaty Lender or UK Treaty Lender, as applicable) or (C) a Belgian Treaty Lender or UK Treaty Lender, as applicable. If any such Lender fails to
notify its status in accordance with this Section 4.5(k)(iv) then such Lender shall be treated for the purposes of this Agreement (including by each Loan Party) as if it is not a Belgian Qualifying Lender or UK Qualifying Lender, as applicable,
until such time as it notifies the Administrative Agent in writing which of (A), (B) or (C) applies (and the Administrative Agent, upon receipt of such notification, shall inform the relevant Loan Party). Solely with respect to a Loan to a
Belgian Borrower, each Lender which becomes a Party to this Agreement after the date of this Agreement shall also specify in writing to the Administrative Agent at the time it becomes a Party to this Agreement, whether (i) it is incorporated,
resident, established in or acting through a registered office situated in a Non-Cooperative Jurisdiction or (ii) the bank account(s) to which payments to which that Lender is entitled have been or will
be made are (a) managed or held by a person or persons incorporated, resident or acting through a registered office situated in a Non-Cooperative Jurisdiction or (b) managed by, or opened with, a
financial institution incorporated, resident or acting through a registered office situated in a Non-Cooperative Jurisdiction. For the avoidance of doubt, the documentation which a Lender executes on becoming
a party to this Agreement as a Lender shall not be invalidated by any failure of that Lender to comply with this Section paragraph (iv). 

(v) If a Lender becomes aware that it is not or ceases to be a Belgian Qualifying Lender or UK Qualifying Lender, as
applicable, it shall as soon as reasonably practicable notify the Administrative Agent. If the Administrative Agent receives such notification from a Lender it shall as soon as it reasonably practicable notify the relevant Loan Party. 

(vi) Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any
respect, it shall update such documentation or promptly (but in any event within ten days after demand therefor) notify the relevant Borrower and the Administrative Agent in writing of its legal ineligibility to do so. 

(vii) If a Lender has not included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to
this Agreement in accordance with Section 4.5(k)(ii) above, no UK Loan Party shall make a UK Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s
advance or its participation in any Loan unless the Lender otherwise agrees. 
 (viii) A UK Borrower shall, promptly on
making a UK Borrower DTTP Filing, deliver a copy of that UK Borrower DTTP Filing to the Administrative Agent for delivery to the relevant Lender. 

(ix) A UK Non-Bank Lender shall promptly notify the UK Borrowers and the Administrative
Agent if there is any change in the position from that set out in the UK Tax Confirmation. 
 (x) Each Lender hereby
authorizes the Agents to deliver to the Loan Parties and to any successor Agent any documentation provided by such Lender to such Agent pursuant to this Section 4.5. 

(xi) Solely with respect to a Loan to a Belgian Borrower, each Lender shall specify in writing to the Administrative Agent, as
of the date of this Agreement, whether (i) it is incorporated, resident, established in or acting through a registered office situated in a Non-Cooperative Jurisdiction or (ii) the bank account(s) to
which payments to which that Lender is entitled have been or will be made are (a) managed or held by a person or persons incorporated, resident or acting through a registered office situated in a Non-Cooperative Jurisdiction or (b) managed
by, or opened with, a financial institution incorporated, resident or acting through a registered office situated in a Non-Cooperative Jurisdiction. 

  
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 (xii) Each Lender shall notify the Administrative Agent if, irrespective of
the cause thereof, the following situation applies to it: (i) the state or territory in which it is incorporated, resident, or acting through a registered office is a Non-Cooperative Jurisdiction and/or
(ii) if the bank account(s) to which payments to which that Lender is entitled have been or will be made, are (a) managed or held by a person or persons incorporated, resident or acting through a registered office in a Non-Cooperative Jurisdiction or (b) managed by, or opened with, a financial institution incorporated, resident or acting through a registered office in a Non-Cooperative
Jurisdiction. Such notification shall only be made if a request to make such notification is made by the Borrower to the Administrative Agent. The relevant Lender shall make such notification within ten Business Days of request of the Administrative
Agent and the Administrative Agent shall notify the Borrower thereof within twenty Business Days from request from the Borrower. 
 (l)
Status of Lenders with Respect to the Canadian Borrowers. Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to any payments made under any Loan Document shall deliver to the relevant Borrower and the
Administrative Agent, at the time or times reasonably requested by the relevant Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the relevant Borrower or the Administrative Agent as
will permit such payments to be made without withholding or at a reduced rate of withholding. Each Lender agrees that if (i) any form or certification it previously delivered becomes inaccurate in any material respect, or (ii) the Borrower
or the Administrative Agent notifies such Lender that any form or certification that it previously delivered has expired or becomes obsolete, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in
writing of its legal ineligibility to do so. 
 (m) VAT. 

(i) All amounts expressed to be payable under a Loan Document by a Loan Party to a Lender or Agent which (in whole or in part)
constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph 4.5(m)(ii) below, if VAT is or becomes chargeable on any supply made by a
Lender to a Loan Party under a Loan Document and that Lender is required to account to the relevant Tax Authority for the VAT, that Loan Party must pay to such Lender (in addition to and at the same time as paying any other consideration for such
supply) an amount equal to the amount of the VAT (and such Lender must promptly provide an appropriate VAT invoice to that Loan Party). 

(ii) If VAT is or becomes chargeable on any supply made by a Lender or Agent (the “Supplier”) to any other Lender or
Agent (the “Recipient”) under a Loan Document, and any party other than the Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the
Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): 
 (1) (where
the Supplier is the person required to account to the relevant Tax Authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient
must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax Authority which the Recipient reasonably determines relates to the VAT chargeable
on that supply; and 
 (2) (where the Recipient is the person required to account to the relevant Tax Authority for the VAT)
the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or
repayment from the relevant Tax Authority in respect of that VAT. 

  
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 (iii) Where a Loan Document requires a Loan Party to reimburse or indemnify
a Lender or Agent for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender or Agent for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that
such Lender or Agent reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax Authority. 

(iv) Any reference in Sections 4.5(m) to any party shall, at any time when such party is treated as a member of a group for VAT
purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated as making the supply or (as appropriate) receiving the supply under the grouping rules (as provided for in Article 11 of the
Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union)). 
 (v) In relation to
any supply made by a Lender or Agent to a Loan Party under a Loan Document, if reasonably requested by such Lender or Agent, that Loan Party must promptly provide such Lender or Agent with details of that Loan Party’s VAT registration and such
other information as is reasonably requested in connection with such Lender or Agent’s VAT reporting requirements in relation to such supply. 

(n) A Belgian Borrower shall, promptly upon becoming aware that a Belgian Borrower must make a Belgian Tax Deduction (or that there is any
change in the rate or the basis of a Belgian Tax Deduction) notify the Administrative Agent accordingly. Similarly, solely with respect to a Belgian Borrower, a Lender shall notify the Administrative Agent on becoming so aware in respect of a
payment payable to that Lender. If the Administrative Agent receives such notification from a Lender it shall notify the Belgian Borrowers. 

(o) A Lender and a Belgian Borrower which makes a payment to which that Lender is entitled shall
co-operate in completing any procedural formalities necessary for that Belgian Borrower to obtain authorization to make that payment without a Tax Deduction. 

4.6. [Reserved]. 
 4.7.
Limit on Rate of Interest. 
 (a) No Payment Shall Exceed Lawful Rate. Notwithstanding any other term of this Agreement, the
Borrowers shall not be obliged to pay any interest or other amounts under or in connection with this Agreement or otherwise in respect of the Obligations in excess of the amount or rate permitted under or consistent with any applicable law, rule or
regulation. For greater certainty, the term “interest in this Section 4.7 includes “interest” as defined in Section 427 of the Criminal Code (Canada). 

(b) Payment at Highest Lawful Rate. If any Borrower is not obliged to make a payment that it would otherwise be required to make, as a
result of Section 4.7(a), such Borrower shall make such payment to the maximum extent permitted by or consistent with applicable laws, rules and regulations. 

(c) Adjustment if Any Payment Exceeds Lawful Rate. If any provision of this Agreement or any of the other Loan Documents would obligate
any Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate that would be prohibited by any applicable law, rule or regulation, then notwithstanding such provision, such amount or rate
shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law, such adjustment to be effected, to the extent necessary, by reducing the amount or
rate of interest required to be paid by such Borrower to the affected Lender under Section 2.9. 
 Notwithstanding
the foregoing, and after giving effect to all adjustments contemplated thereby, if any Lender shall have received from any Borrower an amount in excess of the maximum permitted by any applicable law, rule or regulation, then such Borrower shall be
entitled, by notice in writing to the applicable Administrative Agent to obtain reimbursement from that Lender in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by that Lender to
such Borrower. 

  
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 SECTION 5. Conditions Precedent to Second Restatement Effective Date 

The effectiveness of the restatement of the Existing ABL Credit Agreement contemplated by this Agreement is subject to the satisfaction of the
following conditions precedent. 
 5.1. Loan Documents. The U.S. Administrative Agent shall have received: 

(a) signature pages to this Agreement from the Borrowers and each Lender listed on Schedule A; 

(b) the Canadian Guarantee and Collateral Agreement, executed and delivered by a duly authorized officer of each Loan Party
required to be a signatory thereto; 
 (c) the U.S. Security Agreement, executed and delivered by a duly authorized officer
of each Loan Party required to be a signatory thereto; 
 (d) the European Borrower Guarantee Agreement, executed and
delivered by a duly authorized officer of each European Borrower required to be a signatory thereto; and 
 (e) a Notice of
Borrowing delivered no later than one (1) Business Day Prior to the Second Restatement Effective Date. 
 5.2. Legal Opinions.
The Administrative Agents shall have received the following executed legal opinions, each in form and substance customary for transactions of this type: 

(i) executed legal opinion of Kirkland & Ellis LLP, counsel to the U.S. Borrower and the other Loan Parties; 

(ii) executed legal opinion of Blake, Cassels and Graydon LLP, counsel to the Canadian Borrower; 

(iii) executed legal opinion of Perkins Coie LLP special Washington counsel to certain of the Loan Parties; 

(iv) executed legal opinion of Brownstein Hyatt Farber Schreck, LLP, special Nevada counsel to certain of the Loan Parties;

 (v) executed capacity legal opinion of Eversheds Sutherland (Netherlands) B.V., special Netherlands counsel to the Loan
Parties with respect to the execution and delivery by the European Parent Borrower and Univar Solutions B.V. of this Agreement and the European Borrower Guarantee Agreement; 

(vi) executed legal capacity opinion of Eversheds Sutherland (Belgium) LLP, special Belgian counsel to the Loan Parties, with
respect to the execution and delivery by Univar Solutions Belgium NV of this Agreement and the European Borrower Guarantee Agreement; and 

(vii) executed legal capacity opinion of Norton Rose Fulbright LLP, special English counsel to the Administrative Agents, with
respect to the execution and delivery by the UK Borrower of this Agreement and the European Borrower Guarantee Agreement. 
 5.3.
Fees. All fees of the Administrative Agents and the Lenders and, to the extent required to be paid pursuant to Section 12.5, expenses of the Administrative Agents in connection with this Agreement, in each case, to
the extent invoiced to the Borrowers, shall have been paid. 
 5.4. Repayment. The Borrowers shall have repaid all Existing Canadian
Loans and Existing U.S. Revolving Loans including all accrued interest and fees thereon on the Second Restatement Effective Date. 

  
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 5.5. Certificates. Each Administrative Agent shall have received a certificate of the
U.S Borrower, dated as of the Second Restatement Effective Date, to the effect that (i) the representations and warranties set forth in this Agreement and the other Loan Documents are true and correct in all material respects (except where such
representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided, that any representation
and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the Second Restatement Effective Date or on such earlier date, as the case may be and
(ii) no Default or Event of Default shall have occurred and is continuing and no Default or Event of Default under this Agreement shall result from the transactions contemplated hereby to occur on the Second Restatement Effective Date. 

5.6. Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Security
Documents (to the extent and with the priority contemplated therein and in the Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings
with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, and none of such Collateral shall be subject to any other pledges,
security interests or mortgages except for Permitted Liens. 
 5.7. Secretary’s Certificate. The Administrative
Agent shall have received a certificate from the U.S. Borrower and each other Loan Party, dated the Second Restatement Effective Date, in substance reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments of
resolutions or other actions, evidence or incumbency and the signature of authorized signatories and organizational or constitutional documents, executed by a Responsible Officer and the Secretary or any Assistant Secretary or other authorized
representative of such Loan Party. 
 5.8. Solvency. The Administrative Agent shall have received a certificate of the chief
financial officer (or other comparable officer) of the U.S. Borrower certifying the Solvency, after giving effect to this Agreement and the other transactions on the Second Restatement Effective Date, of the U.S. Borrower and its Subsidiaries on a
consolidated basis in form and substance reasonably acceptable to the Administrative Agent. 
 5.9. Patriot Act, etc. At least three
days prior to the Second Restatement Effective Date, (x) the Administrative Agent and the Lenders shall have received all documentation and other information about the Loan Parties mutually agreed in good faith is required by U.S. regulatory
authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, that has been reasonably requested in writing at least ten days prior to the Second Restatement Effective Date
and (y) any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.

 5.10. Existing European ABL Agreement. The Existing European ABL Agreement shall have been terminated with all obligations
thereunder repaid and all guarantees and collateral in respect thereof shall have been released. 
 5.11. Borrowing Base Certificate.
The Administrative Agents shall have received a Borrowing Base Certificate prepared as of September 30, 2022. 
 SECTION 6.
Conditions Precedent to All Credit Events 
 The agreement of each Lender to make any Revolving Loan requested to be made by it or to
issue or participate (other than pursuant to Section 2.5(f)(iii)) in Letters of Credit on any date after the Closing Date is subject to the satisfaction of the following conditions precedent: 

  
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 6.1. No Default; Representations and Warranties. At the time of each Credit Event and
also after giving effect thereto: (a) no Default or Event of Default shall have occurred and be continuing, and (b) all representations and warranties made by any Loan Party contained herein or in the other Loan Documents shall be true and
correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate to an earlier date, in
which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided, that any representation and warranty that is qualified as to “materiality,” “Material
Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be. 

6.2. Notice of Borrowing. Prior to the making of each U.S. Revolving Loan, the U.S. Administrative Agent shall have received a U.S.
Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.2, prior to the making of each Canadian Revolving Loan, the Canadian Administrative Agent shall have received a Canadian Notice
of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.3 and prior to the making of each European Revolving Loan, the European Administrative Agent shall have received a European Notice of
Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.4. 
 6.3. Letter of
Credit Request. With respect to the issuance of any Letter of Credit, the Letter of Credit Issuer shall have received a request completed to its satisfaction and conforming to the requirements set forth in
Section 2.5(d), and such other certificates, documents and other information as the Letter of Credit Issuer may reasonably request. 

The acceptance of the benefits of each Credit Event (other than, if applicable, any Agent Advances) after the Closing Date shall constitute a
representation and warranty by each Loan Party to each of the Lenders that all the applicable conditions specified in Section 5 above have been satisfied as of that time. 

SECTION 7. Representations, Warranties and Agreements 

In order to induce the Lenders to enter into this Agreement and to make the Loans or to issue or participate (other than pursuant to
Section 2.5(f)(iii)) in Letters of Credit as provided for herein, each Borrower makes the following representations and warranties (subject, in the case of Non-Borrowing Base Foreign
Guarantors, to the applicable Non-Borrowing Base Foreign Guarantor Documentation Principles (to the extent set forth therein) and in the case of the European Borrowers, to the applicable Day 1 Security
Principles) to the Lenders, all of which shall survive the execution and delivery of this Agreement and the making of the Loans or issuance of Letters of Credit: 

7.1. Financial Condition. 

(a) (i) The audited consolidated balance sheet of the U.S. Borrower as of December 31, 2021 and the related consolidated statements
of operations, equity and cash flows of the U.S. Borrower reported on by and accompanied by unqualified reports from Ernst & Young LLP, and (ii) the unaudited consolidated balance sheets of the U.S. Borrower and the related
consolidated statements of operations and cash flows of the U.S. Borrower for the quarter ended June 30, 2022, present fairly, in all material respects, the consolidated financial condition as at such dates, and the consolidated statements of
operations and consolidated cash flows for the respective periods then ended, of the U.S. Borrower. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied
throughout the periods covered thereby (except as approved by a Responsible Officer, and disclosed in any such schedules and notes). 
 (b)
[Reserved]. 
 (c) [Reserved]. 

7.2. No Change; Solvent. Since December 31, 2021, there has been no development or event relating to or affecting any Loan Party
which has had or would be reasonably expected to have a Material Adverse Effect. As of the Second Restatement Effective Date, after giving effect to the consummation of the transactions to be consummated on the Second Restatement Effective Date, the
U.S. Borrower, together with its Subsidiaries on a consolidated basis, is Solvent. 

  
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 7.3. Corporate Existence; Compliance with Law. Each of the Loan Parties (a) is
duly organized or incorporated, validly existing and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of the jurisdiction of its incorporation or formation, except (other than with respect to the Borrower), to
the extent that the failure to be (to the extent applicable) in good standing would not reasonably be expected to have a Material Adverse Effect, (b) has the legal right to own and operate its property, to lease the property it operates as
lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly qualified as a foreign
corporation or limited liability company and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires
such qualification, other than in such jurisdictions where the failure to be so qualified and (to the extent applicable) in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all
Requirements of Law, except to the extent that the failure to comply therewith would not, in the aggregate, be reasonably expected to have a Material Adverse Effect. For the purposes of the Insolvency Regulation, the “centre of main
interests” (as that term is used in Article 3(1) of the Insolvency Regulation) of each Loan Party incorporated or formed, as applicable, under the laws of a country that is a member state of the European Union, is situated in its jurisdiction
of incorporation and it has no “establishment” (as that term is used in Article 2(10) of the Insolvency Regulation) in any other jurisdiction. The “centre of main interest” (as that term is used in the Cross Border Insolvency
Regulations 2006) of each UK Loan Party is situated in its jurisdiction of incorporation and it has no “establishment” (as that term is used in the Cross Border Insolvency Regulations 2006) in any other jurisdiction. 

7.4. Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or other organizational power and
authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each Borrower, to obtain Loans and Letters of Credit hereunder, and each such Loan Party has taken all necessary corporate or
other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the Loans and Letters of Credit extended to it, if any, on the terms and
conditions of this Agreement and any promissory notes requested hereunder. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or
made by or on behalf of any Loan Party in connection with the execution, delivery, performance, validity or enforceability of the Loan Documents to which it is a party or, in the case of each Borrower, with the Loans and Letters of Credit extended
to it, if any, hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 7.4 to this Agreement, all of which have been obtained or made prior to the Closing Date, (b) filings to perfect the Liens
created by the Security Documents, and (c) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered
by each Borrower, and each other Loan Document to which any Loan Party is a party will be duly executed and delivered on behalf of such Loan Party. This Agreement constitutes a legal, valid and binding obligation of each Borrower and each other Loan
Document to which any Loan Party is a party when executed and delivered will constitute a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, in each case except as enforceability
may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium, administration or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law). 
 7.5. No Legal Bar. The execution, delivery and performance of the Loan
Documents by any of the Loan Parties, the Loans made and Letters of Credit issued hereunder and the use of the proceeds thereof (a) will not violate any Requirement of Law or Contractual Obligation of such Loan Party in any respect that would
reasonably be expected to have a Material Adverse Effect, (b) will not result in, or require the creation or imposition of any Lien (other than Liens securing the Obligations or otherwise permitted hereby) on any of its properties or revenues
pursuant to any such Requirement of Law or Contractual Obligation and (c) will not violate any provision of the Organizational Documents of such Loan Party or any of the Restricted Subsidiaries, except (other than with respect to the Borrower)
as would not reasonably be expected to have a Material Adverse Effect. 
 7.6. No Material Litigation. No litigation, investigation
or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the U.S. Borrower, threatened by or against the U.S. Borrower or any of its Restricted Subsidiaries or against any of their respective properties
or revenues, (a) except as described on Schedule 7.6 to this Agreement, which is so pending or threatened at any time on or prior to the Second Restatement Effective Date and relates to any of the Loan Documents or any of the
transactions contemplated hereby or thereby or (b) which would be reasonably expected to have a Material Adverse Effect. 

  
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 7.7. No Default. No Default or Event of Default has occurred and is continuing. 

7.8. Ownership of Property; Liens. Each of the U.S. Borrower and its Restricted Subsidiaries has good title in fee simple to, or a
valid leasehold interest in, all its material real property located in the United States of America, and good title to, or a valid leasehold interest in, all its other material property located in the United States of America, except those for which
the failure to have such good title or such leasehold interest would not be reasonably expected to have a Material Adverse Effect, and none of such real or other property is subject to any Lien, except for Liens permitted hereby (including Permitted
Liens). 
 7.9. Intellectual Property. The U.S. Borrower and each of its Restricted Subsidiaries owns beneficially, or has the legal
right to use, all United States and foreign patents, patent applications, trademarks, trademark applications, trade names, copyrights, and rights in know-how and trade secrets necessary for each of them to
conduct its business as currently conducted (the “Intellectual Property”) except for those the failure to own or have such legal right to use would not be reasonably expected to have a Material Adverse Effect. Except as provided on
Schedule 7.9 to this Agreement, no claim has been asserted and is pending by any Person against the U.S. Borrower or any of its Restricted Subsidiaries challenging or questioning the use of any such Intellectual Property or the validity or
effectiveness of any such Intellectual Property, nor does the U.S. Borrower know of any such claim, and, to the knowledge of the U.S. Borrower, the use of such Intellectual Property by the U.S. Borrower and its Restricted Subsidiaries does not
infringe on the rights of any Person, except for such claims and infringements which in the aggregate, would not be reasonably expected to have a Material Adverse Effect. 

7.10. Taxes. 
 (a) To the
knowledge of the U.S. Borrower, (1) the U.S. Borrower and each of its Restricted Subsidiaries has filed or caused to be filed all material Tax returns which are required to be filed by it and has paid (a) all material Taxes shown to be due
and payable on such returns and (b) all Taxes shown to be due and payable on any assessments of which it has received notice made against it or any of its property and all other Taxes imposed on it or any of its property by any Governmental
Authority; and (2) no Tax Liens have been filed (except for Liens for Taxes not yet due and payable), and no claim is being asserted in writing, with respect to any such Taxes (in each case other than in respect of any such (i) Taxes with
respect to which the failure to pay, in the aggregate, would not have a Material Adverse Effect or (ii) Taxes the amount or validity of which are currently being contested in good faith by appropriate proceedings diligently conducted and with
respect to which reserves in conformity with GAAP have been provided on the books of the U.S. Borrower or its Restricted Subsidiaries, as the case may be). 

(b) As of the Amendment No. 1 Effective Date, no Dutch Loan Party is required to make any deduction or withholding for or on account of
any Taxes from any payment it may make under any Loan Document to a Lender. 
 (c) As of the Amendment No. 1 Effective Date, each Dutch
Loan Party is resident for tax purposes in the Netherlands only and does not have a permanent establishment or other taxable presence outside the Netherlands. 

(d) As of the Second Restatement Effective Date, any Dutch Loan Party is included in a fiscal unity (fiscale eenheid) for Dutch tax
purposes in which only other Loan Parties and/or Restricted Subsidiaries are included. 
 7.11. Federal Regulations. No part of the
proceeds of any credit extensions hereunder or under any other Loan Document will be used for any purpose which violates the provisions of the Regulations of the Board, including Regulation T, Regulation U or Regulation X of the Board. If requested
by any Lender or the Administrative Agent, the Borrowers will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR
Form U-1, referred to in said Regulation U. 

  
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 7.12. ERISA. 

(a) During the five year period prior to each date as of which this representation is made, or deemed made, with respect to any Plan, none of
the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a Material Adverse Effect: (i) a Reportable Event, (ii) a failure to satisfy the minimum funding standard
(within the meaning of Section 412 of the Code or Section 302 of ERISA), whether or not waived, (iii) any noncompliance with the applicable provisions of ERISA or the Code, (iv) a termination of a Single Employer Plan (other than
a standard termination pursuant to Section 4041(b) of ERISA), (v) a Lien on the property of the U.S. Borrower or its Restricted Subsidiaries in favor of the PBGC or a Plan, (vi) a complete or partial withdrawal from any Multiemployer Plan
by the U.S. Borrower or any Commonly Controlled Entity, (vii) the Insolvency of any Multiemployer Plan; or (viii) any transaction that resulted or could reasonably be expected to result in any liability to the U.S. Borrower or any Commonly
Controlled Entity under Section 4069 of ERISA or Section 4212(c) of ERISA. 
 (b) With respect to any Foreign Plan, none of the
following events or conditions exists and is continuing that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect: (i) substantial non-compliance with
its terms or with the requirements of any applicable laws, statutes, rules, regulations and orders, (ii) failure to be maintained, where required, in good standing with applicable regulatory authorities, (iii) any obligation of the U.S.
Borrower or its Restricted Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any Foreign Plan, (iv) any Lien on the property of the U.S. Borrower or its Restricted Subsidiaries in favor of a
Governmental Authority as a result of any action or inaction regarding a Foreign Plan, (v) for each Foreign Plan which is a funded or insured plan, failure to be funded or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities), (vi) any facts that, to the best knowledge of the U.S.
Borrower or any of its Restricted Subsidiaries, exist that would reasonably be expected to give rise to a dispute that, or any pending or threatened disputes that, to the best knowledge of the U.S. Borrower or any of its Restricted Subsidiaries,
would reasonably be expected to result in a material liability to the U.S. Borrower or any of its Restricted Subsidiaries concerning the assets of any Foreign Plan (other than individual claims for the payment of benefits); and (vii) failure to
make all contributions in a timely manner to the extent required by applicable non-U.S. law. 
 (c)
The Canadian Borrower and the Canadian Guarantors are in compliance with the requirements of the PBA and other federal or provincial laws with respect to each Foreign Plan in Canada, except where the failure to comply would not reasonably be
expected to have a Material Adverse Effect. No fact or situation that may reasonably be expected to result in a Material Adverse Effect exists in connection with any Foreign Plan. No Foreign Plan Termination Event has occurred that would be
reasonably likely to have a Material Adverse Effect. Except as previously disclosed to the Administrative Agents and the Lenders or as would not reasonably be likely to have a Material Adverse Effect (i) neither the Canadian Borrower nor any of
the Canadian Guarantors would have any material liability in connection with its withdrawal from a Canadian Defined Benefit Plan that is a “multi-employer pension plan”, as defined under applicable pension standards legislation,
(ii) the FSCO has not issued any default or other breach notices in respect of any Canadian Defined Benefit Plans and (iii) no lien has arisen, choate or inchoate, in respect of Canadian Borrower or its Subsidiaries or their property in
connection with any Foreign Plan (save for contribution amounts not yet due). The Canadian Borrower has provided the Lenders with a copy of the actuarial valuation report for each Canadian Defined Benefit Plan most recently filed with the applicable
Governmental Authorities. 
 (d) No Borrower is, nor shall be (for so long as it is a borrower hereunder), a Benefit Plan. 

7.13. Collateral. The Canadian Security Agreement, the U.S. Security Agreement and the other Security Documents in existence as of the
Second Restatement Effective Date are, and upon execution and delivery thereof by the parties thereto, any additional Security Documents will be, effective to create (to the extent described therein) in favor of the Collateral Agent for the benefit
of the Secured Parties, a valid and enforceable security interest in or liens on the Collateral described therein, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium, administration and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith
and fair dealing. When (a) all Filings (as 

  
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defined in the Security Documents) have been completed, (b) all applicable Instruments, Chattel Paper and Documents (each as described therein) constituting Collateral a security interest in
which is perfected by possession have been delivered to, and/or are in the continued possession of, the Collateral Agent, the Cash Flow Collateral Agent or the other applicable Collateral Representative, as applicable (or their respective agents
appointed for purposes of perfection), in accordance with the Intercreditor Agreement, (c) all Deposit Accounts and Pledged Stock (each as defined in the U.S. Security Agreement) a security interest in which is required by the Security
Documents to be or is perfected by “control” (as described in the Uniform Commercial Code as in effect in each applicable jurisdiction (in the case of Deposit Accounts) and the State of New York (in the case of Pledged Stock) from time to
time) are under the “control” of the Collateral Agent, the Cash Flow Collateral Agent or the applicable Collateral Representative, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the
Intercreditor Agreement, and (d) all filings or recordings are made in the appropriate offices of the applicable jurisdictions as may be required under the terms of the applicable Security Documents, the security interests and liens granted
pursuant to the Security Documents shall constitute (to the extent described therein) a perfected security interest in (to the extent intended to be created thereby and required to be perfected under the Loan Documents), all right, title and
interest of each pledgor or mortgagor (as applicable) party thereto in the Collateral described therein (excluding Commercial Tort Claims, as defined in the U.S. Security Agreement, other than such Commercial Tort Claims set forth on Schedule 6
thereto (if any)) with respect to such pledgor or mortgagor (as applicable). Notwithstanding any other provision of this Agreement, (i) capitalized terms that are used in this Section 7.13 and not defined in this
Agreement are so used as defined in the applicable Security Document and (ii) the provisions of this Section 7.13 are subject, in the case of Non-Borrowing Base Foreign
Guarantors, to the Non-Borrowing Base Foreign Guarantor Documentation Principles. 
 7.14.
Investment Company Act; Other Regulations. No Borrower is required to be registered as an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company
Act. No Borrower is subject to regulation under any federal or state statute or regulation (other than Regulation X of the Board) which limits its ability to incur Indebtedness as contemplated hereby. 

7.15. Subsidiaries. Schedule 7.15 to this Agreement sets forth all the Subsidiaries of the U.S. Borrower at the Second
Restatement Effective Date (after giving effect to the Transactions), the jurisdiction of their organization and the direct or indirect ownership interest of the U.S. Borrower therein. 

7.16. Purpose of Loans. The Borrowers will use the Term Loans, Revolving Loans, Swingline Loans and the Letters of Credit for general
corporate purposes (including acquisitions). 
 7.17. Environmental Matters. Except as disclosed on Schedule 7.17 to this
Agreement or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: 
 (a)
The U.S. Borrower and its Restricted Subsidiaries: (i) are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which
is in full force and effect) required for any of their current operations or for any property owned, leased, or otherwise operated by any of them and reasonably expect to timely obtain without material expense all such Environmental Permits required
for planned operations; (iii) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits; and (iv) believe they will be able to maintain compliance with
Environmental Laws and Environmental Permits, including any reasonably foreseeable future requirements thereof. 
 (b)
Materials of Environmental Concern have not been transported, disposed of, emitted, discharged, or otherwise released or threatened to be released, to, at or from any real property presently or formerly owned, leased or operated by the U.S. Borrower
or any of its Restricted Subsidiaries or at any other location, which would reasonably be expected to (i) give rise to liability or other Environmental Costs of the U.S. Borrower or any of its Restricted Subsidiaries under any applicable
Environmental Law, or (ii) interfere with the planned or continued operations of the U.S. Borrower and its Restricted Subsidiaries. 

(c) There is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) under
any Environmental Law to which the U.S. Borrower or any of its Restricted Subsidiaries is, or to the knowledge of the U.S. Borrower or any of its Restricted Subsidiaries is reasonably likely to be, named as a party that is pending or, to the
knowledge of the U.S. Borrower or any of its Restricted Subsidiaries, threatened. 

  
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 (d) Neither the U.S. Borrower nor any of its Restricted Subsidiaries has
received any written request for information, or been notified that it is a potentially responsible party, under the federal Comprehensive Environmental Response, Compensation, and Liability Act or any similar Environmental Law, or received any
other written request for information from any Governmental Authority with respect to any Materials of Environmental Concern. 

(e) Neither the U.S. Borrower nor any of its Restricted Subsidiaries has entered into or agreed to any consent decree, order,
or settlement or other agreement, nor is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum, relating to compliance with or liability under any Environmental Law. 

7.18. No Material Misstatements. The written information, reports, financial statements, exhibits and schedules furnished by or on
behalf of the U.S. Borrower to the Agents, the Other Representatives and the Lenders on or prior to the Second Restatement Effective Date in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto,
taken as a whole, did not contain as of the Second Restatement Effective Date any material misstatement of fact and did not omit to state as of the Second Restatement Effective Date any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not materially misleading in their presentation of the U.S. Borrower and its Restricted Subsidiaries taken as a whole. It is understood that (a) no representation or warranty is made
concerning the forecasts, estimates, pro forma information, projections and statements as to anticipated future performance or conditions, and the assumptions on which they were based or concerning any information of a general economic nature or
general information about Borrowers’ and their Subsidiaries’ industry, contained in any such information, reports, financial statements, exhibits or schedules, except that, in the case of such forecasts, estimates, pro forma information,
projections and statements, as of the date such forecasts, estimates, pro forma information, projections and statements were generated, (i) such forecasts, estimates, pro forma information, projections and statements were based on the good
faith assumptions of the management of the U.S. Borrower and (ii) such assumptions were believed by such management to be reasonable and (b) such forecasts, estimates, pro forma information, projections and statements, and the assumptions
on which they were based, may or may not prove to be correct. 
 7.19. [Reserved]. 

7.20. Insurance. As of the Second Restatement Effective Date, the Loan Parties have all insurance required by
Section 8.3 of this Agreement. 
 7.21. Anti-Terrorism. The U.S. Borrower and its Restricted Subsidiaries
are in compliance with the Patriot Act, and none of the U.S. Borrower and its Restricted Subsidiaries is a person on the list of “Specially Designated Nationals and Blocked Persons” or subject to the limitations and prohibitions under any
other U.S. Department of Treasury’s Office of Foreign Asset Control regulation or executive order (“OFAC”), or is a “designated person”, “politically exposed foreign person” or “terrorist group” as
described in any Canadian Economic Sanctions and Export Control Laws, in each case, except as would not reasonably be expected to have a Material Adverse Effect. 

7.22. Affected Financial Institution. No Loan Party is an Affected Financial Institution. 

7.23. U.K. Pensions. 

(a) Except for a defined benefit pension scheme entitled Univar Company Pension Scheme 1978 provided by Univar Solutions UK Ltd with
participating employers being Univar Limited, Univar Europe Limited, Distrupol Limited and Univar Speciality Consumables Limited which was closed to future accrual from January, 12 2010 (the “Univar Defined Benefit Scheme”), no UK
Loan Party nor any of its Subsidiaries is or has at any time been: (y) an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004 (U.K.)) of an occupational pension scheme which is not a money purchase scheme (both terms as
defined in the Pensions Schemes Act 1993 (U.K.)), and (z) no UK Loan Party nor any of its Subsidiaries is or has at any time been “connected” with or an “associate” of (as those terms are used in sections 38 and 43 of the
Pensions Act 2004 (U.K.)) such an employer. 

  
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 (b) No UK Loan Party has been issued a Financial Support Direction or Contribution Notice in
respect of any pension scheme which has or is reasonably likely to have a Material Adverse Effect. 
 7.24. Ranking. 

(a) Subject to Permitted Liens, each UK Security Document has or will have the ranking in priority which it is expressed to have in such UK
Security Document and it is not subject to any prior ranking or pari passu ranking Liens. 
 (b) Each UK Loan Party’s payment
obligations under the Loan Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally. 

SECTION 8. Affirmative Covenants 

Each Borrower hereby agrees (subject (i) in the case of Non-Borrowing Base Foreign Guarantors, to
the applicable Non-Borrowing Base Foreign Guarantor Documentation Principles (to the extent set forth therein) and (ii) in the case of the European Borrowers to the applicable Day 1 Security Principles
(to the extent set forth therein)) that on the Closing Date and thereafter, until all Loans, together with interest and all other Obligations (other than indemnification and other contingent Obligations in each case not then due and payable)
hereunder, are paid in full, all Commitments are terminated and all Letters of Credit are terminated or collateralized in an amount equal to their face amount (or other arrangements are made with respect thereto reasonably satisfactory to the
applicable Letter of Credit Issuer): 
 8.1. Information Covenants. The Borrowers will furnish to the U.S. Administrative Agent
(which shall promptly make such information available to the Lenders in accordance with its customary practice): 
 (a)
Annual Financial Statements. Not later than 90 days following the end of each Fiscal Year of the U.S. Borrower ending after the Closing Date (or such longer period as may be permitted by the SEC if the U.S. Borrower were then subject to SEC
reporting requirements as a non-accelerated filer), a copy of the consolidated balance sheet of the U.S. Borrower as at the end of such year and the related consolidated statements of operations, changes in
equity and cash flows for such year, setting forth, in each case, in comparative form the figures for and as of the end of the previous year, reported on without a “going concern” or like qualification or exception, or qualification
arising out of the scope of the audit (provided that such report may contain a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, if such qualification or exception is related
to (i) an upcoming maturity date of any of the Facilities or the Cash Flow Credit Facility or (ii) any potential inability to satisfy any financial maintenance covenant included in any Indebtedness of the U.S. Borrower or its Subsidiaries
on a future date in a future period), by the U.S. Borrower’s independent auditor (it being agreed that the furnishing of the U.S. Borrower’s or any Parent Entity’s annual report on Form 10-K for
such year, as filed with the SEC, will satisfy the U.S. Borrower’s obligation under this Section 8.1(a) with respect to such year, including with respect to the requirement that such financial statements be reported on
without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, so long as the report included in such Form 10-K does not contain any “going
concern” or like qualification or exception (other than a “going concern” or like qualification or exception with respect to (i) an upcoming maturity date under any of the Facilities or the Cash Flow Credit Facility or
(ii) any potential inability to satisfy any financial maintenance covenant included in any Indebtedness of the U.S. Borrower or its Subsidiaries on a future date in a future period); 

  
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 (b) Quarterly Financial Statements. Not later than 45 days following
the end of the first three quarterly periods of each Fiscal Year of the U.S. Borrower commencing with the fiscal quarter ending June 30, 2015 (or such longer period as may be permitted by the SEC if the U.S. Borrower were then subject to SEC
reporting requirements as a non-accelerated filer), the unaudited consolidated balance sheet of the U.S. Borrower as at the end of such quarter and the related unaudited consolidated statements of operations
and changes in cash flows of the U.S. Borrower for such quarter and the portion of the Fiscal Year through the end of such quarter, setting forth in comparative form the figures for and as of the corresponding periods of the previous year in each
case certified by a Responsible Officer of the U.S. Borrower as being fairly stated in all material respects (subject to normal year end audit and other adjustments) (it being agreed that the furnishing of the U.S. Borrower’s or any Parent
Entity’s quarterly report on Form 10-Q for such quarter, as filed with the SEC, will satisfy the U.S. Borrower’s obligations under this Section 8.1(b) with respect to such
quarter); 
 (c) Unrestricted Subsidiary Information. To the extent applicable, concurrently with any delivery of
consolidated financial statements referred to in Sections 8.1(a) and (b) above, related unaudited condensed consolidating financial statements and appropriate reconciliations reflecting the material adjustments necessary (as
determined by the U.S. Borrower in good faith) to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; 

(d) Satisfaction of Financial Statement Delivery Requirements. All such financial statements delivered pursuant to
Section 8.1(a) or (b) to (and, in the case of any financial statements delivered pursuant to Section 8.1(b) shall be certified by a Responsible Officer of the U.S. Borrower to) fairly
present in all material respects the financial condition of the U.S. Borrower and its Subsidiaries in conformity with GAAP and to be (and, in the case of any financial statements delivered pursuant to Section 8.1(b) shall
be certified by a Responsible Officer of the U.S. Borrower as being) in reasonable detail and prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods that began on or after the Closing
Date (except as disclosed therein, and except, in the case of any financial statements delivered pursuant to Section 8.1(b), for the absence of certain notes and subject to normal
year-end audit and other adjustments); and 
 (e) Budgets. Within 90 days
after the commencement of each fiscal year of the U.S. Borrower (commencing with the fiscal year ending December 31, 2016), a budget of the U.S. Borrower and the Subsidiaries for such fiscal year as customarily prepared by management of the
U.S. Borrower for its internal use consistent in scope with financial statements provided pursuant to Section 8.1(a), setting forth the principal assumptions upon which such budget is based. 

(f) Officer’s Certificates. At the time of the delivery of the financial statements provided for in Sections
8.1(a) and (b), a certificate of an Authorized Officer of the U.S. Borrower to the effect that to such Authorized Officer’s knowledge, no Default or Event of Default exists or, if any Default or Event of Default does exist,
specifying the nature and extent thereof, which certificate shall set forth the calculations required to establish whether the U.S. Borrower was in compliance with the provisions of Section 9.9 as at the end of such fiscal
year or period, as the case may be (whether or not such covenant was in effect). 
 (g) Notice of Default. As soon as
possible after a Responsible Officer of the U.S. Borrower knows thereof, the occurrence of any Default or Event of Default; 

(h) Notice of Material Adverse Effect. As soon as possible after a Responsible Officer of the U.S. Borrower knows
thereof, any default or event of default under any Contractual Obligation of the U.S. Borrower or any of its Restricted Subsidiaries, other than as previously disclosed in writing to the Lenders, which would reasonably be expected to have a Material
Adverse Effect; 
 (i) Notice of Defaults under Other Agreements. As soon as possible after a Responsible Officer of
the U.S. Borrower knows thereof, the occurrence of (i) any default or event of default under the Senior Notes Indenture, (ii) any default or event of default under the Cash Flow Credit Facility or (iii) any payment default under any
Additional Obligations Documents or under any agreement or document governing other Indebtedness, in each case relating to Indebtedness in an aggregate principal amount equal to or greater than $150.0 million; 

  
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 (j) Notice of Litigation. As soon as possible after a Responsible
Officer of the U.S. Borrower knows thereof, any litigation, investigation or proceeding affecting the U.S. Borrower or any of its Restricted Subsidiaries that would reasonably be expected to have a Material Adverse Effect; 

(k) Notice of Certain ERISA Events. The following events, as soon as possible and in any event within 30 days after a
Responsible Officer of the U.S. Borrower or any of its Restricted Subsidiaries knows thereof: (i) the occurrence or expected occurrence of any Reportable Event (or similar event) with respect to any Single Employer Plan (or Foreign
Plan), a failure to make any required contribution to a Single Employer Plan, Multiemployer Plan or Foreign Plan, the creation of any Lien on the property of the U.S. Borrower or its Restricted Subsidiaries in favor of the PBGC, a Plan or a Foreign
Plan (other than in respect of contributions not yet due to a Foreign Plan) or any withdrawal from, or the full or partial termination or Insolvency of, any Multiemployer Plan or Foreign Plan; or (ii) the institution of proceedings or
the taking of any other formal action by the PBGC or the U.S. Borrower or any of its Restricted Subsidiaries or any Commonly Controlled Entity or any Multiemployer Plan which would reasonably be expected to result in the withdrawal from, or the
termination or Insolvency of, any Single Employer Plan, Multiemployer Plan or Foreign Plan; provided, however, that no such notice will be required under clause (i) or (ii) above unless the event giving rise to such notice, when
aggregated with all other such events under clause (i) or (ii) above, would be reasonably expected to result in a Material Adverse Effect; 

(l) Environmental Notices. As soon as possible after a Responsible Officer of the U.S. Borrower knows thereof,
(i) any release or discharge by the U.S. Borrower or any of its Restricted Subsidiaries of any Materials of Environmental Concern required to be reported under applicable Environmental Laws to any Governmental Authority, unless the U.S.
Borrower reasonably determines that the total Environmental Costs arising out of such release or discharge would not reasonably be expected to have a Material Adverse Effect, (ii) any condition, circumstance, occurrence or event not
previously disclosed in writing to the Administrative Agent that would reasonably be expected to result in liability or expense under applicable Environmental Laws, unless the U.S. Borrower reasonably determines that the total Environmental Costs
arising out of such condition, circumstance, occurrence or event would not reasonably be expected to have a Material Adverse Effect, or would not reasonably be expected to result in the imposition of any lien or other material restriction on the
title, ownership or transferability of any facilities and properties owned, leased or operated by the U.S. Borrower or any of its Restricted Subsidiaries that would reasonably be expected to result in a Material Adverse Effect; and
(iii) any proposed action to be taken by the U.S. Borrower or any of its Restricted Subsidiaries that would reasonably be expected to subject the U.S. Borrower or any of its Restricted Subsidiaries to any material additional or different
requirements or liabilities under Environmental Laws, unless the U.S. Borrower reasonably determines that the total Environmental Costs arising out of such proposed action would not reasonably be expected to have a Material Adverse Effect; and 

(m) Casualty Events. As soon as possible after a Responsible Officer of the U.S. Borrower knows thereof, written notice
of any loss, damage, or destruction to a significant portion of the Collateral, whether or not covered by insurance. 
 (n)
Foreign Plan Notices. Promptly, after the U.S. Borrower or any of its Subsidiaries obtains knowledge thereof, notice of, with copies of any such documentation and notices as applicable, (i) any default in, or breach of, a Canadian
Defined Benefit Plan that could reasonably be expected to result in a Material Adverse Effect; (ii) any action or inaction of a plan sponsor or administrator that could lead to a Foreign Plan Termination Event that could reasonably be expected
to result in a Material Adverse Effect; (iii) receipt of any notice from, or any action of, FSCO, or other Governmental Authority that could reasonably be expected to lead to a Foreign Plan Termination Event; and (iv) copies of all
actuarial valuations for each Canadian Defined Benefit Plan. Promptly upon receipt of each actuarial valuation prepared for each Canadian Defined Benefit Plan, the U.S. Borrower will deliver to the Administrative Agent a calculation of the Unfunded
Current Liability, if any, under such Canadian Defined Benefit Plan as of the effective date of the applicable actuarial valuation. 

  
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 (o) Borrowing Base Certificate. On the 10th Business Day of each
calendar month ending after the Second Restatement Effective Date (or ending in the calendar month in which the Second Restatement Effective Date occurs to the extent a Borrowing Base Certificate has not been provided for such month pursuant to the
Existing ABL Credit Agreement), a Borrowing Base Certificate certified as complete and correct in all material respects on behalf of each Borrower by an Authorized Officer of such Borrower (each, a “Monthly Borrowing Base
Certificate”); provided that to the extent (i) the Combined Testing Availability is greater than 75% of the Combined Line Cap and (ii) the total outstanding Loans under this Agreement are less than $500,000,000 in the
aggregate, in each case, for a period of at least 90 consecutive days, the Borrowers shall only be required to deliver a Borrowing Base Certificate for each of the North American Borrowing Base and European Borrowing Base on the 10th Business Day following each calendar quarter (it being understood that if the Borrowers are then delivering a Borrowing Base Certificate on a quarterly basis, they shall deliver a Borrowing Base
Certificate as of the most recently ended month prior to any Borrowing). In addition, (a) if the Combined Testing Availability is less than 10% of the Combined Line Cap, a Borrowing Base Certificate showing U.S. Borrower’s and the European
Parent Borrower’s reasonable estimate (which shall be calculated in a consistent manner with the most recent Borrowing Base Certificates delivered pursuant to this Section 8.1(o)) of the North American Borrowing Base
and the European Borrowing Base, respectively, as of the close of business on the last day of the immediately preceding calendar week, unless the Administrative Agents otherwise agree, shall be furnished on Wednesday of each week (or, if Wednesday
is not a Business Day, on the next succeeding Business Day), (b) if any Specified Event of Default has occurred and is continuing, a Borrowing Base Certificate showing the U.S. Borrower’s and the European Borrower’s reasonable estimate
(which shall be calculated in a consistent manner with the most recent Borrowing Base Certificates delivered pursuant to this Section 8.1(o)) of the North American Borrowing Base and the European Borrowing Base,
respectively, as of the close of business on the last day of the immediately preceding calendar week, unless the Administrative Agents otherwise agree, shall be furnished on Wednesday of each week (or, if Wednesday is not a Business Day, on the next
succeeding Business Day) or (c) in the case of a non-ordinary course sale, disposition, Investment or other transfer by U.S. Loan Party, Canadian Loan Party or European Borrower to a Person that is not a
U.S. Loan Party, Canadian Loan Party or European Borrower of any Inventory or Accounts constituting more than 5% of the then existing North American Borrowing Base plus, without duplication, the European Borrowing Base, the Borrowers shall deliver
an updated Borrowing Base Certificate prior to consummation of such sale disposition, Investment or other transfer, prepared after giving effect to such sale, disposition, Investment or other transfer. Notwithstanding anything to the contrary
herein, the European Parent Borrower may in its sole discretion elect to not deliver a Borrowing Base Certificate for the European Borrowing Base provided, that such failure to deliver shall not constitute a Default or an Event of Default.

 (p) SEC Reports. Within five Business Days after the same are filed, copies of all financial statements and
periodic reports which the U.S. Borrower may file with the SEC or any successor or analogous Governmental Authority; 
 (q)
Other SEC Filings. Within five Business Days after the same are filed, copies of all registration statements and any amendments and exhibits thereto, which the U.S. Borrower may file with the SEC or any successor or analogous Governmental
Authority; 
 (r) Additional Information. Promptly, such additional financial and other information as any Agent or
the Required Lenders through the Administrative Agent may from time to time reasonably request; 
 (s) Fixed GAAP
Changes. Promptly upon reasonable request from the Administrative Agent calculations of Consolidated EBITDA and other Fixed GAAP Terms as reasonably requested by the Administrative Agent promptly following receipt of a written notice from the
U.S. Borrower electing to change the Fixed GAAP Date, which calculations shall show the calculations of the respective Fixed GAAP Terms both before and after giving effect to the change in the Fixed GAAP Date and identify the material change(s) in
GAAP giving rise to the change in such calculations; and 

  
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 (t) PATRIOT Act and Beneficial Ownership Regulation. Promptly
following any request therefor, information and documentation reasonably requested by the Administrative Agents or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations,
including, without limitation, the PATRIOT Act and the Proceeds of Crime Act. 
 Documents required to be delivered pursuant to this
Section 8.1 may at the U.S. Borrower’s option be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the U.S. Borrower posts such documents, or provides a
link thereto on the U.S. Borrower’s (or any Parent Entity’s) website on the Internet at the website address listed on Schedule 8.1 to this Agreement (or such other website address as the U.S. Borrower may specify by written notice
to the Administrative Agent from time to time); or (ii) on which such documents are posted on the U.S. Borrower’s (or any Parent Entity’s) behalf on an Internet or intranet website to which each Lender and the Administrative Agent
have access (whether a commercial, third-party website (including any website maintained by the SEC) or whether sponsored by the Administrative Agent). Following the electronic delivery of any such documents by posting such documents to a website in
accordance with the preceding sentence (other than the posting by the U.S. Borrower of any such documents on any website maintained for or sponsored by the Administrative Agent), the U.S. Borrower shall promptly provide the Administrative Agent
notice of such delivery (which notice may be by facsimile or electronic mail) and the electronic location at which such documents may be accessed; provided that, in the absence of bad faith, the failure to provide such prompt notice shall not
constitute a Default hereunder. 
 8.2. Books, Records and Inspections. 

(a) The U.S. Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative
Agent or the Lenders to visit and inspect any of the properties or assets of the U.S. Borrower and any such Restricted Subsidiary in whomever’s possession to the extent that it is within such party’s control to permit such inspection, and
to examine the books and records of the U.S. Borrower and any such Restricted Subsidiary and discuss the affairs, finances and accounts of the U.S. Borrower and of any such Restricted Subsidiary with, and be advised as to the same by, its and their
officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Lenders may reasonably request (and subject, in the case of any such meetings or advice from such
independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the
Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 8.2 and only two such visits per fiscal year of the U.S. Borrower shall be at the U.S. Borrower’s expense (and only to the
extent such expense is reasonable); 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 U.S. Borrower at any time during normal business hours and upon reasonable advance notice; provided, further, that representatives of the U.S. Borrower may be present during any such visits, discussions and
inspections. Notwithstanding anything to the contrary in Section 8.1(r) or in this Section 8.2, none of the U.S. Borrower or any Restricted Subsidiary will be required to disclose or permit the
inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information,
(ii) in respect of which disclosure to the Administrative Agent or the Lenders (or their respective representatives) is prohibited by Law or any binding agreement or (iii) that is subject to attorney client or similar privilege or
constitutes attorney work product. 
 (b) At reasonable times during normal business hours and upon reasonable prior notice that either
Administrative Agent requests, but only in connection with the visits and inspections provided for in clause (a) above, (i) the U.S. Borrower and its Subsidiaries will grant access to such Administrative Agent (including employees of such
Administrative Agent or any consultants, accountants, lawyers and appraisers retained by such Administrative Agent) to such Person’s premises, books, records, Accounts and Inventory so that such Administrative Agent or an appraiser retained by
such Administrative Agent may conduct an Inventory appraisal and (ii) such Administrative Agent may conduct (or engage third parties to conduct) such field examinations, verifications and evaluations (including environmental assessments) as
such Administrative Agent may deem necessary or appropriate. All reasonable expenses caused by such appraisals, field examinations and other verifications and evaluations shall be at the sole expense of the Loan Parties; provided that absent
the existence and continuation of an Event of Default (i) such Administrative Agent may conduct at the expense of the Loan Parties no more than one (1) such appraisal for Inventory in any calendar year and no more than one (1) such
field examination in any calendar year and (ii) during any calendar year in which the Combined Testing Availability is less than or equal to 15% of the Combined Line 

  
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Cap, the Administrative Agents may conduct at the expense of the Loan Parties no more than two (2) such appraisals for Inventory of the Loan Parties and no more than two (2) such field
examinations in respect of property of the Loan Parties in such calendar year and, in each case, all amounts chargeable to the applicable Borrowers under this Section 8.2(b) shall constitute Obligations that are secured by
all of the applicable Collateral and shall be payable to the applicable Administrative Agents hereunder. 
 8.3. Maintenance of
Insurance. The Borrowers will, and will cause each of their Restricted Subsidiaries to (i) keep all property necessary in the business of the U.S. Borrower and its Restricted Subsidiaries, taken as a whole, in good working order and
condition, except where failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) use commercially reasonable efforts to maintain with financially sound and reputable insurance companies (or any Captive Insurance
Subsidiary) insurance on, or self-insure, all property material to the business of the U.S. Borrower and its Restricted Subsidiaries, taken as a whole, in at least such amounts and against at least such risks (but including in any event public
liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business; (iii) furnish to the Administrative Agent, upon written request, information in reasonable
detail as to the insurance carried; (iv) use commercially reasonable efforts to maintain property and liability policies that provide that in the event of any cancellation thereof during the term of the policy, either by the insured or by the
insurance company, the insurance company shall provide to the secured party at least 30 days prior written notice thereof, or in the case of cancellation for non-payment of premium, ten days prior written
notice thereof; (v) in the event of any material change in any of the property or liability policies referenced in the preceding clause (iv), use commercially reasonable efforts to provide the Administrative Agent with at least 30 days prior
written notice thereof; and (vi) use commercially reasonable efforts to ensure, that subject to the Intercreditor Agreement and the Non-Borrowing Base Foreign Guarantor Documentation Principles, at all
times the Collateral Agent for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the U.S. Borrower and each other Loan Party and the Collateral Agent for the benefit of the
Secured Parties, shall be named as loss payee with respect to the property insurance covering Inventory that constitutes ABL Priority Collateral maintained by the U.S. Borrower and each Loan Party and in accordance with the Intercreditor Agreement
as in effect on the date hereof; provided that, unless an Event of Default shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrowers any amounts received by it as an additional insured or loss payee
under any property insurance maintained by the U.S. Borrower and its Subsidiaries and (B) the Collateral Agent agrees that the U.S. Borrower and/or its applicable Subsidiary shall have the sole right to adjust or settle any claims under such
insurance. 
 8.4. Payment of Taxes. The U.S. Borrower will, and will cause each of its Restricted Subsidiaries to, pay, discharge or
otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all Taxes except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings diligently conducted and
reserves in conformity with GAAP with respect thereto have been provided on the books of the U.S. Borrower or any of its Restricted Subsidiaries, as the case may be, or except to the extent that failure to do so, in the aggregate, would not
reasonably be expected to have a Material Adverse Effect. 
 8.5. Maintenance of Existence. The U.S. Borrower will, and will cause
each of its Restricted Subsidiaries to, preserve, renew and keep in full force and effect its existence and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of the business of
the U.S. Borrower and its Restricted Subsidiaries, taken as a whole, except as otherwise permitted pursuant to Section 9.4 or 9.7, provided that the U.S. Borrower and its Restricted Subsidiaries shall not be required to maintain any such
rights, privileges or franchises and the U.S. Borrower’s Restricted Subsidiaries (other than the Borrowers) shall not be required to maintain such existence, if the failure to do so would not reasonably be expected to have a Material Adverse
Effect; and comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each Restricted Subsidiary
incorporated or formed, as applicable, under the laws of a country that is a member state of the European Union shall maintain its “centre of main interest” (as such term is used in Article 3(1) of the Insolvency Regulation) in its
jurisdiction of incorporation for the purposes of the Insolvency Regulation. Each UK Loan Party shall ensure that it shall maintain an “establishment” (as that term is used in the Cross Border Insolvency Regulations 2006) in its
jurisdiction of incorporation for the purposes of the Cross Border Insolvency Regulations 2006. 

  
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 8.6. Environmental Laws. 

(a) (i) The U.S. Borrower will, and will cause each of its Restricted Subsidiaries to, comply substantially with, and require substantial
compliance by all tenants, subtenants, contractors, and invitees with, all applicable Environmental Laws; (ii) obtain, comply substantially with and maintain any and all Environmental Permits necessary for its operations as conducted and as
planned; and (iii) require that all tenants, subtenants, contractors, and invitees to obtain, comply substantially with and maintain any and all Environmental Permits necessary for their operations as conducted and as planned, with respect to
any property leased or subleased from, or operated by the U.S. Borrower or its Restricted Subsidiaries. For purposes of this Section 8.6(a), noncompliance shall not constitute a breach of this covenant, provided
that, upon learning of any actual or suspected noncompliance, the U.S. Borrower and any such affected Restricted Subsidiary shall promptly undertake and diligently pursue reasonable efforts, if any, to achieve compliance, and provided,
further, that in any case such noncompliance would not reasonably be expected to have a Material Adverse Effect. 
 (b) The U.S.
Borrower will, and will cause each of its Restricted Subsidiaries to, promptly comply, in all material respects, with all orders and directives of all Governmental Authorities regarding Environmental Laws, other than such orders or directives
(i) as to which the failure to comply would not reasonably be expected to result in a Material Adverse Effect or (ii) as to which: (x) appropriate reserves have been established in accordance with GAAP; (y) an appeal or other
appropriate contest is or has been timely and properly taken and is being diligently pursued in good faith; and (z) if the effectiveness of such order or directive has not been stayed, the failure to comply with such order or directive during
the pendency of such appeal or contest would not reasonably be expected to have a Material Adverse Effect. 
 8.7. [Reserved]. 

8.8. Additional U.S. Subsidiary Guarantors, Canadian Guarantors, European Borrowers, Non-Borrowing
Base Foreign Guarantors and Grantors. 
 (a) With respect to any Domestic Subsidiary or Canadian Subsidiary of a Loan Party (other than
an Excluded U.S. Subsidiary or an Excluded Canadian Subsidiary) (w) created or acquired (including, without limitation, upon the formation of any Subsidiary that is a Division Successor) subsequent to the Closing Date by a Loan Party,
(x) being designated as a Restricted Subsidiary, (y) ceasing to be an Immaterial Subsidiary, a Foreign Subsidiary or other Excluded U.S. Subsidiary or Excluded Canadian Subsidiary as provided in the applicable definition
thereof after the expiry of any applicable period referred to in such definition or (z) that becomes a Domestic Subsidiary or Canadian Subsidiary as a result of a transaction pursuant to, and permitted by,
Section 9.2 or 9.7, the U.S. Borrower will promptly notify the Administrative Agent of such occurrence and if the Administrative Agent or the Required Lenders so request, promptly (i) cause the Loan Party
that owns the Capital Stock of such new Domestic Subsidiary or Canadian Subsidiary to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest in the Capital Stock of such new Domestic Subsidiary or
Canadian Subsidiary owned directly by such Loan Party, (x) if such Loan Party is organized in a jurisdiction in the United States or Canada (as and to the extent provided in the Security Documents) and to execute and deliver a Supplemental
Agreement (as defined in the U.S. Security Agreement or Canadian Security Agreement, as applicable) pursuant to the applicable Security Document or (y) if such Loan Party is a Non-Borrowing Base Foreign
Guarantor, a new security document reasonably satisfactory to the Collateral Agent, subject to the Foreign Subsidiary Documentation Principles, (ii) deliver to the Collateral Agent or the applicable Collateral Representative, in
accordance with the Intercreditor Agreement, the certificates (if any) representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent of such new Domestic Subsidiary or
Canadian Subsidiary, and (iii) cause such new (A) Domestic Subsidiary to execute a supplement to each of the U.S. Guarantee Agreement and the U.S. Security Agreement in order to become a guarantor and a grantor under the U.S.
Security Agreement and provide all documentation and other information about the Loan Parties mutually agreed in good faith is required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules
and regulations, including the Patriot Act and the Beneficial Ownership Regulation, that has been reasonably requested in writing, (B) Canadian Subsidiary to execute a supplement to each of the Canadian Guarantee (or in the case of an
initial Canadian Subsidiary (that is not the Canadian Borrower) the Canadian Guarantee itself) and the Canadian Security Agreement in order to become a Canadian Guarantor under the Canadian Guarantee and a grantor under the Canadian Security
Agreement and (C) such Canadian Subsidiary or a Domestic Subsidiary to take all actions reasonably 

  
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deemed by the Collateral Agent to be necessary or advisable to cause the Lien created by the applicable Security Document in such new Domestic Subsidiary’s or Canadian Subsidiary’s
Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and to the extent provided in the applicable Security Document), including the filing of financing statements in such jurisdictions as may be reasonably
requested by the Collateral Agent. Nothing in this Section 8.8 shall (i) defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Security Documents which would
attach or be perfected pursuant to the terms thereof without action by the U.S. Borrower, any of its Restricted Subsidiaries or any other Person or (ii) impose an ongoing obligation to cause Foreign Subsidiaries to become European Borrowers or Non-Borrowing Base Foreign Guarantors. 
 (b) The U.S. Borrower may elect to cause (w) any Restricted
Subsidiary that is a U.S. Subsidiary (including any Excluded U.S. Subsidiary that is a Restricted Subsidiary) that is not otherwise required to become a U.S. Subsidiary Guarantor pursuant to clause (a) above to become a U.S. Subsidiary
Guarantor and cease to be an Excluded U.S. Subsidiary by executing and delivering a supplement to the U.S. Guarantee Agreement and the U.S. Security Agreement, (x) any Restricted Subsidiary that is a Canadian Subsidiary (including any Excluded
Canadian Subsidiary that is a Restricted Subsidiary) that is not otherwise required to become a Canadian Guarantor pursuant to clause (a) above to become a Canadian Guarantor and cease to be an Excluded Canadian Subsidiary by executing and
delivering a supplement to each of the Canadian Guarantee and the Canadian Security Agreement, (y) any Foreign Subsidiary (other than a U.S. Subsidiary or a Canadian Subsidiary) to become a European Borrower by (i) executing and delivering
a European Borrower Assumption Agreement, European Borrower Guarantee Agreement (or a supplement or joinder thereto) and customary Security Documents consistent for the relevant jurisdiction and mutually agreed between the Administrative Agent and
the new European Borrower, (ii) taking all actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause the Lien created by the applicable Security Document in such new European Borrower’s Collateral to be duly
perfected in accordance with all applicable Requirements of Law (as and to the extent provided in the applicable Security Document), including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral
Agent and (iii) if reasonably requested by the European Administrative Agent, causing to be delivered to the European Administrative Agent, legal opinions and (z) any Foreign Subsidiary (other than a U.S. Subsidiary, Canadian Subsidiary or
European Borrower), to become a Non-Borrowing Base Foreign Guarantor by executing and delivering a Non-Borrowing Base Guaranty Agreement (or a supplement or joinder
contemplated thereby); provided that (w) the U.S. Borrower shall cause to be delivered all documentation and other information about such Subsidiary as shall be mutually agreed to be required by U.S. regulatory authorities under
applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, (x) the jurisdiction of organization of such European Borrower shall be the Netherlands, Belgium, England, Wales, Germany or
any such other jurisdiction agreed to in writing by the European Administrative Agent and European Revolving Lenders and (y) with respect to the addition of a European Borrower organized in the Netherlands, Belgium, England or Wales, the
Administrative Agent shall have received the results of a reasonably satisfactory field examination and appraisal with respect to any assets of such Foreign Subsidiary to be included in the European Borrowing Base (it being understood that the
assets of any European Borrower organized in a jurisdiction other than the Netherlands, Belgium, England or Wales shall not have its assets included in the European Borrower Base) and (z) the jurisdiction of organization of such Non-Borrowing Base Foreign Guarantor shall be a jurisdiction that is reasonably acceptable to the Administrative Agent; provided further that at the time of such election (x) if such Subsidiary is
a U.S. Subsidiary or Canadian Subsidiary, all documents to be executed and all actions of the type contemplated by clause (a) above shall have been delivered or taken by such U.S. Subsidiary or Canadian Subsidiary and the Loan Party that owns
the Capital Stock of such U.S. Subsidiary or Canadian Subsidiary and (y) if such Subsidiary is not a U.S. Subsidiary or Canadian Subsidiary, all documents to be executed and all actions of the type contemplated by the immediately succeeding
clause (c) below shall have been delivered or taken by such Subsidiary and the Loan Party that owns the Capital Stock of such Subsidiary. 

(c) Subject in all cases to the Non-Borrowing Base Foreign Guarantor Documentation Principles, with
respect to any Foreign Subsidiary that is a Non-Borrowing Base Foreign Guarantor, the U.S. Borrower shall promptly (w) cause (to the extent required under the
Non-Borrowing Base Foreign Guarantor Documentation Principles) the Loan Party that owns the Capital Stock of such Non-Borrowing Base Foreign Guarantor to execute and
deliver the applicable Security Documents to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (as and to the extent provided in the applicable Security Documents) in the Capital
Stock of such Non-Borrowing Base Foreign Guarantor owned by any Loan Party, (x) cause such Non-

  
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Borrowing Base Foreign Guarantor to execute and deliver the applicable Security Documents governed by the laws of the jurisdiction of organization of such
Non-Borrowing Base Foreign Guarantor, (y) take all actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause the Lien created by the applicable Security Documents in
such new Non-Borrowing Base Foreign Guarantor’s Collateral and in the Capital Stock of such Non-Borrowing Base Foreign Guarantor to be duly perfected in accordance
with the Non-Borrowing Base Foreign Guarantor Documentation Principles and (z) if requested by the Collateral Agent, cause to be delivered to the Collateral Agent, legal opinions. 

(d) Subject in all cases of a Non-Borrowing Base Foreign Guarantor to the Non-Borrowing Base Foreign Guarantor Documentation Principles, with respect to any Foreign Subsidiary or Domestic Subsidiary that is a Non-Wholly Owned Subsidiary of a Loan
Party created or acquired (including, without limitation, upon the formation of any Subsidiary that is a Division Successor) subsequent to the Closing Date by a Loan Party, promptly notify the Administrative Agent of such occurrence and if the
Administrative Agent or the Required Lenders so request, promptly (i) cause the Loan Party that is required to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest (as and to the extent
provided in the applicable Security Document) in the Capital Stock of such new Subsidiary to execute and deliver a Supplemental Agreement (as defined in the U.S. Security Agreement or Canadian Security Agreement, as applicable) pursuant to the
applicable Security Document and (ii) to the extent reasonably deemed advisable by the Collateral Agent, deliver to the Collateral Agent or the applicable Collateral Representative, in accordance with the Intercreditor Agreement the
certificates, if any, representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the relevant parent of such new Subsidiary and take such other action as may be reasonably
deemed by the Collateral Agent to be necessary or desirable to perfect the Collateral Agent’s security interest therein (in each case as and to the extent required by the applicable Security Document); provided that in either case in no
event shall more than 65.0% of each series of Capital Stock of any new Foreign Subsidiary of a Loan Party organized in the United States be required to be so pledged. Promptly following the acquisition of any property by any Loan Party that is not
automatically subject to a valid and perfected (or equivalent under foreign law) Lien in favor of the Collateral Agent for the benefit of the Secured Parties under the then existing Security Documents (in the case of (x) a Loan Party organized
in the United States or Canada other than Excluded Assets, (y) in the case of any Non-Borrowing Base Foreign Guarantor, other than property that is not required to be Collateral pursuant to the exclusions
set forth in the Non-Borrowing Base Foreign Guarantor Documentation Principles and (z) in the case of a European Borrower, subject to the Day 1 Security Principles, promptly notify the Collateral Agent,
and deliver such security documents and take such actions reasonably requested by the Collateral Agent to cause such assets to be subject to a valid and perfected (or equivalent under foreign law) Lien in favor of the Collateral Agent for the
benefit of the Secured Parties, and to the extent possible under applicable law, such security documents and actions will be consistent with the existing Security Documents. 

8.9. [Reserved]. 
 8.10.
Use of Proceeds. The Borrowers will use the Term Loans, Revolving Loans, Swingline Loans and the Letters of Credit for general corporate purposes (including acquisitions) and only for the purposes set forth in
Section 7.16. 
 8.11. Further Assurances. 

(a) The Borrowers will, and will cause each other Loan Party to, at its own expense, execute, acknowledge and deliver, or cause the execution,
acknowledgement and delivery of, and thereafter register, file or record in an appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation, perfection and
priority and the continuation of the validity, perfection and priority of the foregoing Liens or any other Liens created pursuant to the Security Documents (to the extent the Collateral Agent determines, in its reasonable discretion, that such
action is required to ensure the perfection or the enforceability as against third parties of its security interest in such Collateral) in each case in accordance with, and to the extent required by, the applicable Security Document. 

(b) Notwithstanding anything to the contrary in this Agreement, (A) the foregoing requirements shall be subject to the terms of
the Intercreditor Agreement and, in the event of any conflict with such terms, the terms of the Intercreditor Agreement shall control, (B) no security interest or lien is or will be granted pursuant


  
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to any Loan Document or otherwise in any right, title or interest of any of the U.S. Borrower or any of its Domestic Subsidiaries or Canadian Subsidiaries in, and “Collateral” shall not
include, any Excluded Asset, (C) except in connection with the European Revolving Facility, any Reallocated Additional Jurisdiction Revolving Facility or Incremental Additional Jurisdiction Revolving Facility and other than in respect of
Capital Stock of Non-Borrowing Base Foreign Guarantors, no Loan Party shall be required to take any action in any non-U.S. jurisdiction (other than Canada) or required
by the laws of any non-U.S. jurisdiction (other than Canada) in order to create any security interests in assets located or titled outside of the U.S. (or Canada) or to perfect any security interests (it being
understood that, except in connection with the European Revolving Facility, any Additional Jurisdiction Revolving Facility or joinder of a Non-Borrowing Base Foreign Guarantor, there shall be no security
agreements, pledge agreements or other Security Documents governed under the laws of any non-U.S. jurisdiction (other than Canada), other than in respect of Capital Stock of
Non-Borrowing Base Foreign Guarantors), (D) nothing in this Section 8.11 shall require that any Subsidiary grant a Lien with respect to any property or assets in which such
Subsidiary acquires ownership rights to the extent that the U.S. Borrower and the Administrative Agent reasonably determine in writing that the costs or other consequences to the U.S. Borrower or any of its Subsidiaries of the granting of such a
Lien is excessive in view of the benefits that would be obtained by the Secured Parties and (E) the security interests and Liens to be granted by the Loan Parties that are not Domestic Subsidiaries or Canadian Subsidiaries shall be subject to
the Day 1 Security Principles or Non-Borrowing Base Foreign Guarantor Documentation Principles, as applicable. For further certainty, in the event that a Non-Borrowing
Base Foreign Guarantor that is incorporated in the United States, any state thereof or the District of Columbia owns Capital Stock in a Non-Borrowing Base Foreign Guarantor that is not incorporated in the
United States, any state thereof or the District of Columbia, the Capital Stock of such Non-Borrowing Base Foreign Guarantor will be pledged pursuant to security documents governed by the laws of the place of
organization of the Non-Borrowing Base Foreign Guarantor whose shares are being pledged. 
 8.12.
End of Fiscal Years. The U.S. Borrower will, for financial reporting purposes, cause the U.S. Borrower’s and each of its Subsidiaries’ Fiscal Years to end on December 31st of each calendar year; provided that the U.S.
Borrower may, upon written notice to the U.S. Administrative Agent, change the financial reporting convention specified above to any other financial reporting convention reasonably acceptable to the U.S. Administrative Agent, in which case the U.S.
Borrower and the U.S. Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary in order to reflect such change in financial reporting. 

8.13. Cash Management Systems. 

(a) The U.S. Loan Parties, Canadian Loan Parties and European Borrowers will maintain the cash management systems described below (the
“Cash Management Systems”): 
 (i) (x) the U.S. Borrower will, and will cause each U.S. Subsidiary
Guarantor (other than U.S. Subsidiary Guarantors that have no business other than acting as holding companies) to establish lock boxes (“U.S. Lock Boxes”) or, at the U.S. Administrative Agent’s reasonable discretion, blocked
accounts (“U.S. Blocked Accounts”) and the Canadian Borrower will, and will cause each Canadian Guarantor (other than Canadian Guarantors that have no business other than acting as holding companies) to, establish lock boxes
(“Canadian Lock Boxes”) or, at the Canadian Administrative Agent’s reasonable discretion, blocked accounts (“Canadian Blocked Accounts”), in each case listed on Schedule 8.13 to this Agreement) and at
one or more banks that are reasonably acceptable to the Collateral Agent, (y) the U.S. Borrower and the Canadian Borrower shall, and will cause the U.S. Subsidiary Guarantors and Canadian Guarantors to request in writing and otherwise take
commercially reasonable steps to provide that all Account Debtors with respect to Accounts that constitute Collateral forward payments directly to the respective Lock Boxes or Blocked Accounts and (z) the U.S. Borrower and the Canadian Borrower
will, and will cause the U.S. Subsidiary Guarantors and Canadian Guarantors to deposit or cause to be deposited promptly, and in any event no later than the third Business Day after the date of receipt thereof (subject to an additional extension of
up to two Business Days with the consent of the applicable Administrative Agent), all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral into the appropriate Blocked
Accounts. Until so deposited, all such payments shall be held by each U.S. Loan Party and Canadian Loan Party for the benefit of the Collateral Agent and shall not be commingled with any other funds or property of any Loan Party. With respect to the
European Borrowers, the European Borrowers shall request in writing and otherwise take commercially 

  
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reasonable steps to provide that all Account Debtors with respect to Accounts that constitute Collateral forward payments to Collection Accounts in a manner reasonably acceptable the European
Administrative Agent, all such payments shall be held by each European Borrower for the benefit of the Collateral Agent and shall not be commingled with any other funds or property of any Loan Party.    The U.S. Borrower shall
establish one or more concentration accounts in their names or in the name of the applicable Agent (with Bank of America or another bank reasonably acceptable to the U.S. Administrative Agent) (collectively, the “U.S. Concentration
Account”), the Canadian Borrower shall establish one or more concentration accounts in its name or in the name of the applicable Agent (with the Bank of Montreal or another bank reasonably acceptable to the Canadian Administrative Agent)
(collectively, the “Canadian Concentration Account,”) and the European Borrowers shall establish one or more concentration accounts in their names or in the name of the applicable Agent (with Bank of America, N.A. or another bank
reasonably acceptable to the European Administrative Agent) (collectively, the “European Concentration Account”, each of the U.S. Concentration Account, the Canadian Concentration Account and the European Concentration Account is
sometimes referred to as a “Concentration Account”), in each case that shall be designated as the Concentration Account for such Borrower(s) listed on Schedule 8.13 to this Agreement (as such Schedule may be updated from time
to time in accordance with the provisions hereof). 
 (ii) Each Borrower may maintain, in its name, one or more U.S.
Designated Accounts, Canadian Designated Accounts or European Designated Accounts. Each Loan Party may also maintain, in its name, one or more accounts that (x) do not contain any funds that are proceeds of Accounts that otherwise constitute
Collateral, (y) include funds that are proceeds of Accounts that otherwise constitute Collateral and that are not subject to a Blocked Account Agreement or (z) are agreed to by the Collateral Agent in its reasonable discretion (each a
“Non-Controlled Account”). 
 (iii) For the accounts of any U.S.
Loan Party or Canadian Loan Party designated as a Blocked Account and any accounts of a European Borrower designated as a Collection Account and the Concentration Accounts and any U.S. Designated Accounts or Canadian Designated Accounts, a tri-party control account agreement or lockbox account agreement (or other arrangement (including, but not limited to, a notice and acknowledgement) with similar effect) between the Collateral Agent, the depository
bank at which the applicable account is held and the relevant Loan Party, in form and substance reasonably satisfactory to the Collateral Agent (each a “Blocked Account Agreement”) shall be delivered to the Collateral Agent
which among other things will give control to the Collateral Agent, and such Blocked Account, Collection Account, Concentration Account, U.S. Designated Accounts or Canadian Designated Account, shall at all times, subject to clause (v) below be
subject to a Blocked Account Agreement. Each such Blocked Account Agreement with respect to any Blocked Account or Collection Account shall provide, among other things, that from and after the date thereof the bank at which any such Blocked Account
is maintained, agrees to forward immediately all amounts in each such account to the Concentration Account. In addition, any such Blocked Account Agreement shall provide, among other things, that at all times following the establishment of the Cash
Management Systems pursuant to this Section 8.13(a), upon the occurrence and during the continuation of a Cash Dominion Event, the bank at which such account is maintained shall, upon receipt of notice by the Collateral
Agent of such Cash Dominion Event, commence the process of daily sweeps from such accounts into the Concentration Account (it being understood that any such daily sweep in respect of any cash or other amount in U.S. Designated Accounts, Canadian
Designated Accounts or European Designated Accounts shall be subject to the rights of the Borrowers to transfer, apply or otherwise use the proceeds of any Loans hereunder for any purpose in accordance with the terms hereof by moving any cash or
other amount on deposit in any U.S. Designated Accounts, Canadian Designated Accounts or European Designated Account out of such account for any such purpose); provided that (a) any amounts in the Concentration Accounts reasonably
identified (with reasonably detailed written support) to the Administrative Agent as not constituting Collateral will be distributed as directed by the Administrative Agent as requested by the Borrowers, including to one or more Non-Controlled Accounts and (b) the Collateral Agent shall not issue any such notice to any bank unless and until a Cash Dominion Event has occurred and is continuing. 

  
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 (iv) The U.S. Borrower, the Canadian Borrower and the European Borrowers
will not, and shall not permit any other Loan Party to, transfer any funds out of any Blocked Account or Collection Account except to a Concentration Account. The balance from time to time standing to the credit of the Blocked Accounts shall be
distributed as directed in accordance with the provisions of the Blocked Account Agreements. Except during the continuance of any Cash Dominion Event, the balance from time to time standing to the credit of the Concentration Account shall be
distributed as directed by the Borrowers, including to one or more Non-Controlled Accounts or to any other depository account. The Borrowers shall not, and shall not cause or permit any other Loan Party to,
accumulate or maintain cash (other than cash that is not proceeds of any Collateral) in disbursement accounts or payroll accounts except in the ordinary course of business. Notwithstanding anything to the contrary, cash held in overnight deposit or
investment accounts shall be deemed to be in the Concentration Account overnight. 
 (v) So long as no Event of Default has
occurred and is continuing, the Borrowers may amend Schedule 8.13 to this Agreement to add or replace a bank, any Concentration Account, any Blocked Account, any Collection Account, any U.S. Designated Accounts, any Canadian Designated
Accounts or any European Designated Accounts; provided that (x) the applicable Administrative Agent shall have consented in writing in advance to the opening of such new or replacement account with the relevant bank (which consent shall
not be unreasonably withheld, conditioned or delayed) and (y) prior to the time of the opening of such account with respect to accounts held by a U.S. Loan Party, Canadian Loan Party or European Borrower, the applicable Borrower and such bank
shall have executed and delivered to the Collateral Agent a tri-party agreement (or other arrangement (including, but not limited to, a notice and acknowledgement) with similar effect), in form and substance
reasonably satisfactory to the Collateral Agent. Each Borrower shall, and shall cause each other U.S. Loan Party or Canadian Loan Party to, cease using any account to hold proceeds of Collateral promptly and in any event within 30 days (or such
later date as the Administrative Agent may, in its sole reasonable discretion, consent to in writing) following notice from the applicable Administrative Agent to the Borrowers that the creditworthiness of the bank holding such account is no longer
acceptable in the applicable Administrative Agent’s reasonable credit judgment, or as promptly as practicable and in any event within 60 days (or such later date as the applicable Administrative Agent may, in its sole reasonable discretion,
consent to in writing) following notice from the applicable Administrative Agent to the Borrowers that the operating performance, funds transfer or availability procedures or performance with respect to accounts or lockboxes of the bank holding such
account or Administrative Agent’s liability under any Blocked Account Agreement with such bank is no longer acceptable in the applicable Administrative Agent’s reasonable credit judgment. 

(vi) The Concentration Account, the Blocked Accounts, the Collection Accounts and the U.S. Designated Accounts, Canadian
Designated Accounts or European Designated Accounts (subject to the last two sentences of Section 8.13(a)(iii)) shall be cash collateral accounts, with all cash, checks and other similar items of payment in such accounts
(to the extent constituting proceeds of Accounts otherwise constituting Collateral) securing payment of the Obligations and in which the applicable Borrower or other U.S. Loan Party or Canadian Loan Party shall have granted a Lien governed by the
laws of the jurisdiction where such account is located to the Collateral Agent pursuant to the applicable Security Document. The Borrowers shall use commercially reasonable efforts to ensure that all cash, checks and other similar items of payment
in the Concentration Account, the Blocked Accounts and the Collection Accounts are solely in respect of Accounts that otherwise constitute Collateral. 

(vii) All amounts deposited in a Concentration Account, after the applicable Administrative Agent exercises its respective
control with respect to such Concentration Account, shall be applied (and allocated) by the applicable Administrative Agent in accordance with Section 4.3(d). In no event shall any amount be so applied unless and until such
amount shall have been credited in immediately available funds to a Concentration Account. 
 (b) (i) During the continuance of
a Cash Dominion Event following the establishment of the Cash Management Systems pursuant to Section 8.13(a) as often as reasonably requested by the Administrative Agents, the Borrowers shall provide the Collateral Agent
with an accounting of the contents of the Blocked Accounts, Collection Accounts and the Concentration Accounts, which shall identify, to the reasonable satisfaction of the Collateral Agent, the proceeds from the Collateral which were deposited into
a Blocked Account or Collection Account and swept to a Concentration Account. 

  
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 (ii) Within 3 Business Days of the occurrence of a Cash Dominion Event following the
establishment of the Cash Management Systems pursuant to Section 8.13(a), the Borrowers shall deposit into the Concentration Account an amount equal to the entire amount of cash constituting Collateral held in any Non-Controlled Account. 
 (iii) Upon the occurrence and during the continuance of a Cash Dominion Event
following the establishment of the Cash Management Systems pursuant to Section 8.13(a), the Concentration Account, each Blocked Account and each Collection Account shall at all times be under control of the Collateral
Agent. The Borrowers hereby acknowledge and agree that during the continuance of a Cash Dominion Event following the establishment of the Cash Management Systems pursuant to Section 8.13(a), (i) the Loan Parties have no
right of withdrawal from the Concentration Accounts (subject to the proviso to the last sentence of Section 8.13(a)(iii)), (ii) the funds on deposit in the Concentration Accounts shall at all times be collateral security
for all of the Obligations or the guarantees thereof, as applicable (other than to the extent such funds do not constitute proceeds of Accounts that are otherwise Collateral for the Obligations) and (iii) the funds on deposit in the
Concentration Accounts shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 8.13, any Loan Party receives or otherwise has dominion and control of any proceeds or
collections of Accounts that otherwise constitute Collateral outside of the Concentration Account, any Blocked Account, any Collection Account and any U.S. Designated Account or any Canadian Designated Account, such proceeds and collections shall be
held by such Borrower or Restricted Subsidiary for the Collateral Agent and shall, not later than the Business Day after receipt thereof, be deposited into a Concentration Account or dealt with in such other fashion as such Borrower or Restricted
Subsidiary may be instructed by the Collateral Agent. 
 (c) Upon the occurrence and during the continuance of Cash Dominion Event, the
Administrative Agents may require each U.K. Borrower to provide further fixed security over its Accounts and Collection Accounts (the “Additional U.K. Security”). Notwithstanding anything to the contrary set forth in this Agreement
or any other Loan Document, in the event that a Cash Dominion Event has occurred and is continuing and the Administrative Agents require Additional U.K. Security, all Collection Accounts of the U.K. Borrowers shall remain under the full dominion and
control of the Collateral Agent even if such Cash Dominion Event is no longer occurring. 
 (d) At any time during a Cash Dominion Period,
at the request of the Collateral Agent in its sole discretion, each Loan Party agrees that if any of its Account Debtors have not previously received notice of the security interests of the Collateral Agent over its Accounts, it shall promptly give
notice to such Account Debtors and if any such Loan Party does not serve such notice, each of them hereby authorises the Collateral Agent to serve such notice on their behalf. 

8.14. Post-Closing Requirements. Notwithstanding any provision herein or in any other Loan Document to the contrary, to the extent not
actually delivered on or prior to the Second Restatement Effective Date, the Borrowers shall take such actions set forth below by the times specified below with respect to such actions, or such later time as the U.S. Administrative Agent may agree
in its reasonable discretion. All conditions precedent, covenants and representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the
taking of the actions described below within the time periods required by this Section 8.14, rather than as elsewhere provided in the Loan Documents). 

(a) Within 10 Business Days of the Second Restatement Effective Date, the Canadian Borrower shall have (i) delivered and registered (the
date of such registration, the “Hypothec Registration Date”) an amendment to, amendment and restatement of. or a suitable replacement of, in form and substance customary for transactions of this type, the Deed of Hypothec, dated as
of July 22, 2015 (as in existence as of the Second Restatement Effective Date, the “Deed of Hypothec”), granted by the Canadian Borrower in favor of the Collateral Agent and (ii) delivered an executed Quebec legal opinion
in form and substance customary for transactions of this type of from Blake, Cassels and Graydon LLP, counsel to the Canadian Borrower. 

(b) Within 120 days of the Second Restatement Effective Date, the Borrowers shall have complied with
Section 8.13(a)(iii) with respect to the European Concentration Accounts and Collection Accounts. 
 (c) Within
120 days of the Second Restatement Effective Date, the Borrowers shall have complied with Section 8.13(a)(iii) with respect to the following Accounts set forth on Schedule 8.13: 

  
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	Univar Solutions Inc.	  	Bank of America	  	4451452944	  	USD	  	Concentration Account	  	USA
						
	Chempoint.com Inc.	  	Bank of America	  	711446666104	  	USD	  	Blocked Account	  	USA
						
	Chempoint.com Inc.	  	Bank of America	  	711446666203	  	CAD	  	Blocked Account	  	USA
						
	Chempoint.com Inc.	  	Bank of America	  	334025806357	  	USD	  	Concentration Account	  	USA

 (d) Within 30 days of the Second Restatement Effective Date, the Borrowers shall have delivered, or caused to
be delivered, a copy of the Spanish law “release agreement of a pledge agreement and a deposit account control agreement” executed by Univar Solutions B.V. as pledgor and J.P. Morgan Limited as collateral agent. 

(e) Within 120 days of the Second Restatement Effective Date, the Borrowers shall have delivered, or caused to be delivered: 

(i) the Irish Security Document referred to in clause (a) of the definition thereof, executed and delivered by a duly
authorized officer of each Loan Party required to be a signatory thereto; 
 (ii) the Belgian Security Document referred to
in clause (a) of the definition thereof, executed and delivered by a duly authorized officer of each Loan Party required to be a signatory thereto; 

(iii) the Dutch Security Document referred to in clause (a) of the definition thereof, executed and delivered by a duly
authorized officer of each Loan Party required to be a signatory thereto; 
 (iv) the UK Security Document referred to in
clause (a) of the definition thereof, executed and delivered by a duly authorized officer of each Loan Party required to be a signatory thereto; 

(v) the Spanish Security Document referred to in clause (a) of the definition thereof, executed and delivered by a duly
authorized officer of each Loan Party required to be a signatory thereto; 
 (vi) The following legal opinions, each in form
and substance customary for transactions of this type: 
 (1) executed capacity legal opinion of Eversheds Sutherland
(Netherlands) B.V., special Netherlands counsel to the Loan Parties; 
 (2) executed legal capacity opinion of Eversheds
Sutherland (Belgium) LLP, special Belgian counsel to the Loan Parties; 
 (3) executed enforceability legal opinion of LYDIAN
BV, special Belgian counsel to the Administrative Agents; 
 (4) executed legal opinion of Norton Rose Fulbright LLP, special
English counsel to the Administrative Agents; 
 (5) executed enforceability opinion of Norton Rose Fulbright LLP, special
Netherlands counsel to the Administrative Agents; 
 (6) executed legal opinion of J&A Garrigues, S.L.P., special Spanish
counsel to the Administrative Agents; and 
 (7) executed legal opinion of McCann Fitzgerald LLP, special Irish counsel to
the Administrative Agents. 

  
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 8.15. Foreign Plans. The Canadian Borrower and the Canadian Guarantors shall cause
each of its Foreign Plans to be administered in all respects in compliance with, as applicable, the PBA and all applicable laws (including regulations, orders and directives), and the terms of the Foreign Plans and any agreements relating thereto
other than such non-compliance that could not reasonably be expected to result in a Material Adverse Effect. The Canadian Borrower and the Canadian Guarantors shall ensure that, to the extent such action or
inaction could reasonably be expected to result in a Material Adverse Effect, (a) each of them does not breach its fiduciary responsibilities, if any, with respect to any Canadian Defined Benefit Plan, and (b) each of them as a Canadian
Defined Benefit Plan sponsor or otherwise, shall not, nor shall they permit, the wind up and/or termination of any Canadian Defined Benefit Plan that has an Unfunded Current Liability without the consent of the Canadian Administrative Agent. 

8.16. Fiscal Unity. No Loan Party will request to become a member of a fiscal unity (fiscale eenheid) for Dutch corporate income
tax purposes or value added tax purposes or any other similar taxing group other than a fiscal unity consisting of other Loan Parties and/or Restricted Subsidiaries only. If any tax authority designates a Loan Party to be, or expresses its intention
to designate it to be, part of a fiscal unity for value added tax purposes with any person other than another Loan Party and/or Restricted Subsidiary only, it will enter into good faith discussions with the Administrative Agents and will use its
reasonable endeavors to exclude such person from, or prevent such person from being included in, as the case may be, such value added tax fiscal unity. 

8.17. Termination of Fiscal Unity. If, at any time, a Loan Party is a member of a fiscal unity (fiscale eenheid) for Dutch
corporate income tax (vennootschapsbelasting) purposes and such fiscal unity is, in respect of that Loan Party, terminated (verbroken) or disrupted (beëindigd) as a result of or in connection with any Agent
enforcing its rights under any Loan Document, such Loan Party shall, at the request of the Administrative Agent and together with the parent company (moedermaatschappij) or deemed parent company (aangewezen moedermaatschappij) of that
fiscal unity, for no consideration and as soon as reasonably practicable, lodge a request with the relevant Governmental Authority to allocate and surrender any tax losses (within the meaning of Article 20 of the Dutch Corporate Income Tax Act
(Wet op de vennootschapsbelasting 1969)) to the Loan Party leaving that fiscal unity insofar such tax losses are attributable (toerekenbaar) to the Loan Party leaving that fiscal unity (within the meaning of Article 15af of the Dutch
Corporate Income Tax Act (Wet op de vennootschapsbelasting 1969)). 
 8.18. U.K. Pensions. 

(a) Each UK Loan Party shall ensure (i) that all pension schemes operated by or maintained for its benefit and/or any of its employees
are fully funded based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 (U.K.) except to the extent that failure to comply therewith, in the aggregate, would not reasonably be expected to have a Material Adverse
Effect and (ii) that no action or omission is taken by any UK Loan Party in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including the termination or commencement of winding-up proceedings of any such pension scheme or a UK Loan Party ceasing to employ any member of such a pension scheme). 

(b) Except for the Univar Defined Benefit Pension Scheme each UK Loan Party shall ensure that it is not an employer (for the purposes of
sections 38 to 51 of the Pensions Act 2004 (U.K.)) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993 (U.K.)) or “connected” with or an “associate” of (as
those terms are defined in sections 38 or 43 of the Pensions Act 2004 (U.K.)) such an employer except to the extent that failure to comply therewith, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 

(c) Each UK Loan Party shall promptly notify the Administrative Agent of any change in the rate of contributions to any pension scheme
mentioned in clause (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise) that would reasonably be expected to have a Material Adverse Effect. 

Each UK Loan Party shall (i) immediately notify the Administrative Agent of any investigation or proposed investigation by the Pensions
Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to any UK Loan Party, in each case, that would be reasonably expected to have a Material Adverse Effect; and (iii) immediately notify the
Administrative Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator, in each case to the extent such Financial Support Direction or Contribution Notice would be reasonably expected to have a
Material Adverse Effect. 

  
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 SECTION 9. Negative Covenants 

Each Borrower hereby agrees that on the Closing Date and thereafter, until the Loans, together with interest and all other Obligations (other
than indemnification and other contingent Obligations in each case not then due and payable) incurred hereunder, are paid in full, all Commitments are terminated and all Letters of Credit are terminated or cash collateralized in an amount equal to
their face amount (or other arrangements are made with respect thereto reasonably satisfactory to the applicable Letter of Credit Issuer): 

9.1. Limitation on Indebtedness. 

(a) The U.S. Borrower will not, and will not permit any Restricted Subsidiary to, Incur any Indebtedness; provided, however,
that the U.S. Borrower or any Restricted Subsidiary may Incur Indebtedness if on the date of the Incurrence of such Indebtedness, after giving effect to the Incurrence thereof, the Consolidated Coverage Ratio would be equal to or greater than
2.00:1.00. 
 (b) Notwithstanding the foregoing Section 9.1(a), the U.S. Borrower and its Restricted Subsidiaries
may Incur the following Indebtedness: 
 (i) (I) Indebtedness Incurred by the U.S. Borrower and the other Loan Parties
who guarantee the U.S. Obligations (a) pursuant to this Agreement and the other Loan Documents and (b) constituting Indebtedness under the Cash Flow Credit Facility (and Refinancing Indebtedness in respect thereof) and Additional
Obligations (and Refinancing Indebtedness in respect thereof) in a maximum principal amount for all such Indebtedness pursuant to this clause (i)(b) at any time outstanding not exceeding (A) $2,930.0 million, plus (B) without
duplication of incremental amounts included in the definition of “Refinancing Indebtedness,” in the event of any refinancing of any such Indebtedness, the aggregate amount of fees, underwriting discounts, premiums and other costs and
expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing, and (II) Indebtedness Incurred by the U.S. Loan Parties (a) pursuant to the Cash Flow Credit Agreement and (b) constituting
Additional Obligations, in an aggregate principal amount for all such Indebtedness outstanding after giving effect to such Incurrence not in excess of the Maximum Incremental Facilities Amount (for purposes of determining the amount outstanding
pursuant to clause (i) of the definition of “Maximum Incremental Facilities Amount” in the Cash Flow Credit Agreement as in effect on the Closing Date treating Additional Obligations, Refinancing Indebtedness, Rollover Indebtedness
and Permitted Debt Exchange Notes Incurred pursuant to this Section 9.1(b)(i)(II) in respect of Indebtedness Incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount” in
the Cash Flow Credit Agreement as in effect on the Closing Date (and Refinancing Indebtedness Incurred pursuant to this Section 9.1(b)(i)(II) in respect of such Additional Obligations) as outstanding pursuant to such
clause), together with Refinancing Indebtedness in respect of the Indebtedness described in subclauses (a) and (b) of this clause (II), plus, without duplication of incremental amounts included in the definition of “Refinancing
Indebtedness,” the aggregate amount of all fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such Refinancing Indebtedness; 

(ii) Indebtedness (A) of any Restricted Subsidiary to the U.S. Borrower or (B) of the U.S. Borrower or any Restricted
Subsidiary to any Restricted Subsidiary; provided that in the case of this Section 9.1(b)(ii), any subsequent issuance or transfer of any Capital Stock of such Restricted Subsidiary to which such Indebtedness is
owed, or other event, that results in such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of such Indebtedness (except to the U.S. Borrower or a Restricted Subsidiary) will be deemed, in each case, an
Incurrence of such Indebtedness by the issuer thereof not permitted by this Section 9.1(b)(ii); 

(iii) (A) Indebtedness represented by the Senior Notes, (B) any Indebtedness (other than the Indebtedness pursuant to
this Agreement and the other Loan Documents described in Sections 9.1(b)(i)) outstanding (or Incurred pursuant to any commitment outstanding) on the Closing Date and set forth on Schedule 9.1 to this Agreement and (C) any
Refinancing Indebtedness Incurred in respect of any Indebtedness (or unutilized commitments) described in this Section 9.1(b)(iii) or Section 9.1(a); 

  
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 (iv) Purchase Money Obligations, Capitalized Lease Obligations, and in each
case any Refinancing Indebtedness with respect thereto; provided that the aggregate principal amount of such Purchase Money Obligations Incurred to finance the acquisition of Capital Stock of any Person, at any time outstanding pursuant to
this clause shall not exceed an amount equal to the greater of $350.0 million and 40.0% of LTM EBITDA; 
 (v)
Indebtedness (A) supported by a letter of credit issued in compliance with this Section 9.1 in a principal amount not exceeding the face amount of such letter of credit or (B) consisting of accommodation
guarantees for the benefit of trade creditors of the U.S. Borrower or any of its Restricted Subsidiaries; 
 (vi) (A)
Guarantees by the U.S. Borrower or any Restricted Subsidiary of Indebtedness or any other obligation or liability of the U.S. Borrower or any Restricted Subsidiary (other than any Indebtedness Incurred by the U.S. Borrower or such Restricted
Subsidiary, as the case may be, in violation of this Section 9.1), or (B) without limiting Section 9.6, Indebtedness of the U.S. Borrower or any Restricted Subsidiary arising by reason of any
Lien granted by or applicable to such Person securing Indebtedness of the U.S. Borrower or any Restricted Subsidiary (other than any Indebtedness Incurred by the U.S. Borrower or such Restricted Subsidiary, as the case may be, in violation of this
Section 9.1); 
 (vii) Indebtedness of the U.S. Borrower or any Restricted Subsidiary
(A) arising from the honoring of a check, draft or similar instrument of such Person drawn against insufficient funds in the ordinary course of business (provided that such Indebtedness is extinguished in the ordinary course of
business), or (B) consisting of guarantees, indemnities, obligations in respect of earnouts, deferred purchase price or other purchase price adjustments, or similar obligations, Incurred in connection with the acquisition or disposition of any
business, assets or Person; 
 (viii) Indebtedness of the U.S. Borrower or any Restricted Subsidiary in respect of
(A) letters of credit, bankers’ acceptances or other similar instruments or obligations issued, or relating to liabilities or obligations incurred, in the ordinary course of business (including those issued to governmental entities in
connection with self-insurance under applicable workers’ compensation statutes), (B) completion guarantees, surety, judgment, appeal or performance bonds, or other similar bonds, instruments or obligations, provided, or relating to liabilities
or obligations incurred, in the ordinary course of business, (C) Hedging Obligations, entered into for bona fide hedging purposes, (D) Management Guarantees or Management Indebtedness, (E) the financing of insurance premiums in the
ordinary course of business, (F) take-or-pay obligations under supply arrangements incurred in the ordinary course of business, (G) netting, overdraft
protection and other arrangements arising under standard business terms of any bank at which the U.S. Borrower or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or arrangement, (H) Junior Capital in an
aggregate principal amount at any time outstanding not to exceed the greater of $315.0 million and 35.0% of LTM EBITDA or (I) Bank Products Obligations; 

(ix) Indebtedness (A) of a Special Purpose Subsidiary secured by a Lien on all or part of the assets disposed of in, or
otherwise Incurred in connection with, a Financing Disposition or (B) otherwise Incurred in connection with a Special Purpose Financing; provided that (1) such Indebtedness is not recourse to the U.S. Borrower or any Restricted
Subsidiary that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings); (2) in the event such Indebtedness shall become recourse to the U.S. Borrower or any Restricted Subsidiary that is not a Special
Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings), such Indebtedness will be deemed to be, and must be classified by the U.S. Borrower as, Incurred at such time (or at the time initially Incurred) under one or
more of the other provisions of this Section 9.1 for so long as such Indebtedness shall be so recourse; and (3) in the event that at any time thereafter such Indebtedness shall comply with the provisions of the
preceding subclause (1), the U.S. Borrower may classify such Indebtedness in whole or in part as Incurred under this Section 9.1(b)(ix); 

  
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 (x) Indebtedness of (A) the U.S. Borrower or any Restricted Subsidiary
Incurred to finance or refinance, or otherwise Incurred in connection with, any acquisition of assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into the U.S. Borrower or any Restricted
Subsidiary; or (B) any Person that is acquired by or merged or consolidated with or into the U.S. Borrower or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition, merger or consolidation),
provided that on the date of such acquisition, merger or consolidation, after giving effect thereto, either (1) the U.S. Borrower would have a Consolidated Total Leverage Ratio equal to or less than 5.00:1.00 or (2) the Consolidated
Total Leverage Ratio of the U.S. Borrower would equal or be less than the Consolidated Total Leverage Ratio of the U.S. Borrower immediately prior to giving effect thereto; provided, further, that if, at the U.S. Borrower’s
option, on the date of the initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness, pro forma effect is given to the Incurrence of the entire committed amount of such
Indebtedness, such committed amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this clause (x); and any Refinancing Indebtedness with respect to any such Indebtedness; 

(xi) Contribution Indebtedness and any Refinancing Indebtedness with respect thereto; 

(xii) Indebtedness issuable upon the conversion or exchange of shares of Disqualified Stock issued in accordance with
Section 9.1(a), and any Refinancing Indebtedness with respect thereto; 
 (xiii) Indebtedness of
the U.S. Borrower or any Restricted Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount equal to the greater of $500.0 million and 55.0% of LTM EBITDA; 

(xiv) Indebtedness of (A) the U.S. Borrower or any Restricted Subsidiary Incurred as consideration in connection with any
acquisition of assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into the U.S. Borrower or any Restricted Subsidiary, and any Refinancing Indebtedness with respect thereto, in an aggregate
principal amount at any time outstanding not exceeding an amount equal to the greater of $500.0 million and 55.0% of LTM EBITDA or (B) constituting Acquired Indebtedness; 

(xv) Indebtedness of any Foreign Subsidiary (other than a Canadian Subsidiary and any other Foreign Subsidiary organized in a
country where a Loan Party is organized) in an aggregate principal amount at any time outstanding not exceeding an amount equal to (I) the greater of (x) $500.0 million and (y) 55.0% of LTM EBITDA plus (II) an amount equal (but
not less than zero) to (A) the Foreign Borrowing Base less the Foreign Borrowing Base as calculated on September 10, 2019 less (B) the aggregate principal amount of Indebtedness Incurred by Special Purpose Subsidiaries that are
Foreign Subsidiaries and then outstanding pursuant to clause (ix) of this paragraph (b) in excess of the amount set forth in the immediately preceding clause (A) plus (III) in the event of any refinancing of any Indebtedness
Incurred under this clause (xv), the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing; 

(xvi) Indebtedness arising under a declaration of joint and several liability used for the purpose of article 2:403 of the
Dutch Civil Code (Burgerlijk Wetboek, “DCC”) in respect of Dutch Loan Parties (and any residual liability under such declaration arising pursuant to article 2:404(2) DCC) in respect of Indebtedness otherwise permitted by this
Section 9.1; 
 (xvii) with due observance of Section 7.10(d) and
Section 8.16, to the extent constituting Indebtedness, Indebtedness arising as a result of a fiscal unity (fiscale eenheid) for Dutch Tax purposes to the extent permitted by law; and 

(xviii) any obligation, or guaranty of any obligation, of U.S. Borrower or any Restricted Subsidiary to reimburse or indemnify
a Person extending credit to customers of U.S. Borrower or any Restricted Subsidiary incurred in the ordinary course of business or consistent with past practice for all or any portion of the amounts payable by such customers to the Person extending
such credit. 

  
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 (c) For purposes of determining compliance with, and the outstanding principal amount of any
particular Indebtedness Incurred pursuant to and in compliance with, this Section 9.1, (i) any other obligation of the obligor on such Indebtedness (or of any other Person who could have Incurred such Indebtedness under
this Section 9.1) arising under any Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation supporting such Indebtedness shall be disregarded to the extent that such
Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation secures the principal amount of such Indebtedness; (ii) in the event that Indebtedness Incurred pursuant to
Section 9.1(b) meets the criteria of more than one of the types of Indebtedness described in Section 9.1(b), the U.S. Borrower, in its sole discretion, shall classify and reclassify such item of
Indebtedness and may include the amount and type of such Indebtedness in one or more of the clauses of Section 9.1(b) (including in part under one such clause and in part under another such clause); provided that (if
the U.S. Borrower shall so determine) any Indebtedness Incurred pursuant to Sections 9.1(b)(iv), 9.1(b)(xiii), 9.1(b)(xiv) or 9.1(b)(xv) shall cease to be deemed Incurred or outstanding for purposes of such clause but
shall be deemed Incurred for the purposes of Section 9.1(a) from and after the first date on which the U.S. Borrower or any Restricted Subsidiary could have Incurred such Indebtedness under
Section 9.1(a) without reliance on such clause; (iii) in the event that Indebtedness could be Incurred in part under Section 9.1(a), the U.S. Borrower, in its sole discretion, may classify and
reclassify a portion of such Indebtedness as having been Incurred under Section 9.1(a) and the remainder of such Indebtedness as having been Incurred under Section 9.1(b); (iv) the amount of
Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP; (v) the principal amount of Indebtedness outstanding under any
subclause of Section 9.1(b), including for purposes of any determination of the “Maximum Incremental Facilities Amount,” shall be determined after giving effect to the application of proceeds of any such
Indebtedness to refinance any such other Indebtedness, (vi) if any Indebtedness is Incurred to refinance Indebtedness initially Incurred (or, Indebtedness Incurred to refinance Indebtedness initially Incurred) in reliance on a basket measured
by reference to a percentage of LTM EBITDA at the time of Incurrence or Foreign LTM EBITDA at the time of Incurrence, and such refinancing would cause the percentage of Consolidated Total Assets or Foreign LTM EBITDA, as applicable, restriction to
be exceeded if calculated based on the LTM EBITDA or Foreign LTM EBITDA, as applicable, on the date of such refinancing, such percentage of LTM EBITDA restriction shall not be deemed to be exceeded so long as the principal amount of such refinancing
Indebtedness does not exceed the principal amount of such Indebtedness being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or
payable in connection with such refinancing and (vii) if any Indebtedness is Incurred to refinance Indebtedness initially Incurred (or, Indebtedness Incurred to refinance Indebtedness initially Incurred) in reliance on a basket measured by a
dollar amount, such dollar amount shall not be deemed to be exceeded (and such refinancing Indebtedness shall be deemed permitted) to the extent the principal amount of such newly Incurred Indebtedness does not exceed the principal amount of such
Indebtedness being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing. Notwithstanding
anything herein to the contrary, Indebtedness Incurred by the U.S. Borrower on the Closing Date under the Cash Flow Credit Agreement shall be classified as Incurred under Section 9.1(b), and not under
Section 9.1(a). 
 (d) For purposes of determining compliance with any provision of
Section 9.1(b) (or any category of Permitted Liens described in the definition thereof) measured by a dollar amount or by reference to a percentage of LTM EBITDA or Foreign LTM EBITDA, in each case, for the Incurrence of
Indebtedness or Liens securing Indebtedness denominated in a foreign currency, the dollar equivalent principal amount of such Indebtedness Incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the
date that such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving or deferred draw Indebtedness, provided that (x) the dollar equivalent principal amount of any such Indebtedness
outstanding on the Closing Date shall be calculated based on the relevant currency exchange rate in effect on the Closing Date, (y) if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency (or in a
different currency from such Indebtedness so being Incurred), and such refinancing would cause the applicable provision of Section 9.1(b) (or category of Permitted Liens) measured by a dollar amount or be reference to a
percentage of LTM EBITDA or Foreign LTM EBITDA, as applicable, to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such provision of Section 9.1(b) (or category of
Permitted Liens) measured by a dollar amount or by reference to a percentage of LTM EBITDA or Foreign LTM EBITDA, as applicable, shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not
exceed (i) the outstanding or committed principal amount (whichever is higher) of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and


  
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other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing and (z) the dollar equivalent principal amount of Indebtedness
denominated in a foreign currency and Incurred pursuant to this Agreement or the Cash Flow Credit Facility shall be calculated based on the relevant currency exchange rate in effect on, at the U.S. Borrower’s option, (A) the Closing Date,
(B) any date on which any of the respective commitments under this Agreement shall be reallocated between or among facilities or subfacilities thereunder, or on which such rate is otherwise calculated for any purpose thereunder, or (C) the
date of such Incurrence. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate
applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing. 
 9.2.
Limitation on Restricted Payments. 
 (a) The U.S. Borrower shall not, and shall not permit any Restricted Subsidiary, directly or
indirectly, to (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (including any such payment in connection with any merger or consolidation to which the U.S. Borrower is a party) except
(x) dividends or distributions payable solely in its Capital Stock (other than Disqualified Stock) and (y) dividends or distributions payable to the U.S. Borrower or any Restricted Subsidiary (and, in the case of any such Restricted
Subsidiary making such dividend or distribution, to other holders of its Capital Stock on no more than a pro rata basis, measured by value), (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the U.S. Borrower held by
Persons other than the U.S. Borrower or a Restricted Subsidiary (other than any acquisition of Capital Stock deemed to occur upon the exercise of options if such Capital Stock represents a portion of the exercise price thereof), (iii) voluntarily
purchase, repurchase, redeem, defease or otherwise voluntarily acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Junior Debt (other than a purchase, repurchase, redemption,
defeasance or other acquisition or retirement for value in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase, redemption,
defeasance or other acquisition or retirement), or (iv) make any Investment (other than a Permitted Investment) in any Person (any such dividend, distribution, purchase, repurchase, redemption, defeasance, other acquisition or retirement or
Investment being herein referred to as a “Restricted Payment”), if at the time the U.S. Borrower or such Restricted Subsidiary makes such Restricted Payment the Payment Conditions would not be satisfied. 

(b) The provisions of Section 9.2(a) do not prohibit any of the following (each, a “Permitted
Payment”): 
 (i) (x) any purchase, redemption, repurchase, defeasance or other acquisition or retirement of
Capital Stock of the U.S. Borrower or any Junior Debt made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for,
or out of the proceeds of the issuance or sale of, Capital Stock of the U.S. Borrower (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary) or a capital contribution to the U.S. Borrower, in each case other than
any Specified Equity Contribution, Excluded Contribution and Contribution Amounts; 
 (ii) Except with respect to any minimum
Combined Testing Availability requirement set forth in the definition of “Payment Conditions,” any dividend paid or redemption made within 60 days after the date of declaration thereof or of the giving of notice thereof, as applicable, if
at such date of declaration or the giving of such notice, such dividend or redemption would have complied with this Section 9.2; 

(iii) Investments or other Restricted Payments from the substantially concurrent receipt of Excluded Contributions; 

(iv) loans, advances, dividends or distributions by the U.S. Borrower to any Parent Entity to permit any Parent Entity to
repurchase or otherwise acquire its Capital Stock (including any options, warrants or other rights in respect thereof), or payments by the U.S. Borrower to repurchase or otherwise acquire Capital Stock of any Parent Entity or the U.S. Borrower
(including any options, warrants or other rights in respect thereof), in each case from Management Investors (including any repurchase or acquisition 

  
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by reason of the U.S. Borrower or any Parent Entity retaining any Capital Stock, option, warrant or other right in respect of tax withholding obligations, and any related payment in respect of
any such obligation), such payments, loans, advances, dividends or distributions not to exceed an amount (net of repayments of any such loans or advances) equal to $10.0 million; provided that any cancellation of Indebtedness owing to
the U.S. Borrower or any Restricted Subsidiary by any Management Investor in connection with any repurchase or other acquisition of Capital Stock (including any options, warrants or other rights in respect thereof) from any Management Investor shall
not constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement; 
 (v) Restricted
Payments in an aggregate amount not to exceed $200 million; 
 (vi) Restricted Payments (including loans or advances) in
an aggregate amount not to exceed an amount (net of repayments of any such loans or advances) equal to $100.0 million per annum; 

(vii) loans, advances, dividends or distributions to any Parent Entity or other payments by the U.S. Borrower or any Restricted
Subsidiary (A) pursuant to any Tax Sharing Agreement or (B) to pay or permit any Parent Entity to pay (but without duplication) any Parent Expenses or any Related Taxes; 

(viii) payments by the U.S. Borrower, or loans, advances, dividends or distributions by the U.S. Borrower to any Parent Entity
to make payments, to holders of Capital Stock of the U.S. Borrower or any Parent Entity in lieu of issuance of fractional shares of such Capital Stock; 

(ix) dividends or other distributions of, or Investments paid for or made with, Capital Stock, Indebtedness or other securities
of Unrestricted Subsidiaries; 
 (x) payments or distributions to dissenting stockholders pursuant to applicable law
(including in connection with, or as a result of, exercise of dissenters’ or appraisal rights and the settlement of any claims or action (whether actual, contingent or potential)), pursuant to or in connection with a merger, amalgamation,
consolidation or transfer of assets that complies with Section 9.7; and; 
 (xi) distributions or
payments for purposes of avoiding the application of Section 163(e)(5) of the Code relating to Indebtedness of any U.S. Loan Parties; 

(xii) distributions or payments of Special Purpose Financing Fees; 

(xiii) the declaration and payment of dividends to holders of any class or series of Disqualified Stock, or of any Preferred
Stock of a Restricted Subsidiary, Incurred in accordance with the terms of Section 9.1; and 

(xiv) any purchase, redemption, repurchase, defeasance or other acquisition or retirement of any Junior Debt made by exchange
for, or out of the proceeds of the Incurrence of, (1) Refinancing Indebtedness Incurred in compliance with Section 9.1 or (2) new Indebtedness of the U.S. Borrower, or a Restricted Subsidiary, as the case may be,
Incurred in compliance with Section 9.1, so long as such new Indebtedness satisfies all requirements for “Refinancing Indebtedness” set forth in the definition thereof applicable to a refinancing of such Junior
Debt; 
 provided that (A) in the case of Sections 9.2(b)(ii), (v) and (viii), the net amount of any such Permitted Payment
shall be included in subsequent calculations of the amount of Restricted Payments, (B) in all cases other than pursuant to clause (A) immediately above, the net amount of any such Permitted Payment shall be excluded in subsequent
calculations of the amount of Restricted Payments and (C) solely with respect to Section 9.2(b)(vi), no Default or Event of Default shall have occurred and be continuing at the time of any such Permitted Payment after
giving effect thereto. The U.S. Borrower, in its sole discretion, may divide or classify any Investment or other Restricted Payment (or later divide, classify or reclassify in whole or in part in its sole discretion) as being made in part under one
of the clauses or subclauses of this Section 9.2(b) (or one or more of the clauses or subclauses of the definition of “Permitted Investments”) and in part under one or more other such clauses or subclauses (or, as
applicable, clauses or subclauses). 

  
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 9.3. Limitation on Restrictive Agreements. The U.S. Borrower will not, and will not
permit any Restricted Subsidiary to, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on (i) the ability of the U.S. Borrower or any of its Restricted Subsidiaries (other than any Foreign
Subsidiaries (other than a Loan Party) or any Excluded U.S. Subsidiaries or Excluded Canadian Subsidiaries) to create, incur, assume or suffer to exist any Lien in favor of the Lenders in respect of obligations and liabilities under this Agreement
or any other Loan Documents upon any of its property, assets or revenues constituting Collateral as and to the extent contemplated by this Agreement and the other Loan Documents, whether now owned or hereafter acquired or (ii) the ability of
any Restricted Subsidiary to (x) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the U.S. Borrower, (y) make any loans or advances to the U.S. Borrower or
(z) transfer any of its property or assets to the U.S. Borrower (provided that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation (including the application of any remedy bars thereto)
to any other obligation, will be deemed not to constitute such an encumbrance or restriction), except any encumbrance or restriction: 

(a) pursuant to an agreement or instrument in effect at or entered into on the Closing Date, this Agreement and the other Loan
Documents, the Cash Flow Credit Facility, the Senior Notes Documents and, on and after the execution and delivery thereof, the Intercreditor Agreement and any Additional Obligations Documents; 

(b) pursuant to any agreement or instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person
is acquired by or merged or consolidated with or into the U.S. Borrower or any Restricted Subsidiary, or which agreement or instrument is assumed by the U.S. Borrower or any Restricted Subsidiary in connection with an acquisition of assets from such
Person or any other transaction entered into in connection with any such acquisition, merger or consolidation, as in effect at the time of such acquisition, merger, consolidation or transaction (except to the extent that such Indebtedness was
incurred to finance, or otherwise in connection with, such acquisition, merger, consolidation or transaction); provided that for purposes of this Section 9.3(b), if a Person other than the U.S. Borrower is the
Successor U.S. Borrower with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the U.S. Borrower or a Restricted Subsidiary, as the
case may be, when such Person becomes such Successor U.S. Borrower; 
 (c) pursuant to an agreement or instrument (a
“Refinancing Agreement”) effecting a refinancing of Indebtedness Incurred or outstanding pursuant or relating to, or that otherwise extends, renews, refunds, refinances or replaces, any agreement or instrument referred to in
Section 9.3(a) or (b) or this Section 9.3(c) (an “Initial Agreement”) or that is, or is contained in, any amendment, supplement or other modification to an Initial
Agreement or Refinancing Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Amendment taken as a whole are not materially less favorable
to the Lenders than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the U.S. Borrower); 

(d) (i) pursuant to any agreement or instrument that restricts in a customary manner the assignment or transfer thereof,
or the subletting, assignment or transfer of any property or asset subject thereto, (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the U.S. Borrower or any
Restricted Subsidiary not otherwise prohibited by this Agreement, (iii) contained in mortgages, pledges or other security agreements securing Indebtedness or other obligations of the U.S. Borrower or a Restricted Subsidiary to the extent
restricting the transfer of the property or assets subject thereto, (iv) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the U.S. Borrower or any Restricted
Subsidiary, (v) pursuant to Purchase Money Obligations that impose encumbrances or restrictions on the property or assets so acquired, (vi) on cash or other deposits or net worth or inventory imposed by customers or suppliers under
agreements entered into in the ordinary course of business, (vii) pursuant to customary 

  
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provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and licenses) or in joint venture and other similar
agreements or in shareholder, partnership, limited liability company and other similar agreements in respect of non-wholly owned Restricted Subsidiaries, (viii) that arises or is agreed to in the ordinary
course of business and does not detract from the value of property or assets of the U.S. Borrower or any Restricted Subsidiary in any manner material to the U.S. Borrower or such Restricted Subsidiary, or (ix) pursuant to Hedging Obligations or
Bank Products Obligations; 
 (e) with respect to any agreement for the direct or indirect disposition of Capital Stock of
any Person, property or assets, imposing restrictions with respect to such Person, Capital Stock, property or assets pending the closing of such disposition; 

(f) by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction
over the U.S. Borrower or any Restricted Subsidiary or any of their businesses, including any such law, rule, regulation, order or requirement applicable in connection with such Restricted Subsidiary’s status (or the status of any Subsidiary of
such Restricted Subsidiary) as a Captive Insurance Subsidiary; 
 (g) pursuant to an agreement or instrument
(i) relating to any Indebtedness permitted to be Incurred subsequent to the Closing Date pursuant to Section 9.1 (x) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole
are not materially less favorable to the Lenders than the encumbrances and restrictions contained in the Initial Agreements (as determined in good faith by the U.S. Borrower), or (y) if such encumbrance or restriction is not materially more
disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the U.S. Borrower) and either (1) the U.S. Borrower determines in good faith that such encumbrance or restriction will not materially
affect the Borrower’s ability to create and maintain the Liens on the Collateral pursuant to the Security Documents and make principal or interest payments on the Loans or (2) such encumbrance or restriction applies only if a default
occurs in respect of a payment or financial covenant relating to such Indebtedness, (ii) relating to any sale of receivables by or Indebtedness of a Foreign Subsidiary (other than a Loan Party) or (iii) relating to Indebtedness of or a
Financing Disposition by or to or in favor of any Special Purpose Entity; 
 (h) any agreement relating to intercreditor
arrangements and related rights and obligations, to or by which the Lenders and/or the Administrative Agent, the Collateral Agent or any other agent, trustee or representative on their behalf may be party or bound at any time or from time to time,
and any agreement providing that in the event that a Lien is granted for the benefit of the Lenders another Person shall also receive a Lien, which Lien is permitted by Section 9.6; or 

(i) any agreement governing or relating to Indebtedness and/or other obligations and liabilities secured by a Lien permitted by
Section 9.6 (in which case any restriction shall only be effective against the assets subject to such Lien, except as may be otherwise permitted under this Section 9.3). 

9.4. Limitation on Sales of Assets and Subsidiary Stock. 

(a) The U.S. Borrower will not, and will not permit any Restricted Subsidiary to, make any Asset Disposition unless: 

(i) the U.S. Borrower or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other
Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value of the shares and assets subject to such Asset Disposition as such fair market value (on the
date a legally binding commitment for such Asset Disposition was entered into) may be determined (and shall be determined, to the extent such Asset Disposition or any series of related Asset Dispositions involves aggregate consideration in excess of
$100.0 million) in good faith by the U.S. Borrower, whose determination shall be conclusive (including as to the value of all noncash consideration); and 

  
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 (ii) in the case of any Asset Disposition (or series of related Asset
Dispositions) having a fair market value (on the date a legally binding commitment for such Asset Disposition was entered into) of $100.0 million or more, at least 75.0% of the consideration (excluding, in the case of each Asset Disposition (or
series of related Asset Dispositions), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) for such Asset Disposition, together with all
other Asset Dispositions since the Closing Date (on a cumulative basis) received by the U.S. Borrower or such Restricted Subsidiary is in the form of cash. 

(b) For the purposes of Section 9.4(a)(ii), the following are deemed to be cash: (1) Temporary Cash Investments
and Cash Equivalents, (2) the assumption of Indebtedness of the U.S. Borrower (other than Disqualified Stock of the U.S. Borrower) or any Restricted Subsidiary and the release of the U.S. Borrower or such Restricted Subsidiary from all
liability on payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the
extent that the U.S. Borrower and each other Restricted Subsidiary are released from any Guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (4) securities received by the U.S. Borrower
or any Restricted Subsidiary from the transferee that are converted by the U.S. Borrower or such Restricted Subsidiary into cash within 180 days, (5) consideration consisting of Indebtedness of the U.S. Borrower or any Restricted Subsidiary,
(6) Additional Assets, and (7) any Designated Noncash Consideration received by the U.S. Borrower or any of its Restricted Subsidiaries in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated
Noncash Consideration received pursuant to this clause (7), not to exceed an aggregate amount at any time outstanding equal to the greater of $170.0 million and 2.00% of LTM EBITDA (with the Fair Market Value of each item of Designated Noncash
Consideration being measured at the time received and without giving effect to subsequent changes in value). 
 9.5. Limitations on
Transactions with Affiliates. 
 (a) The U.S. Borrower will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the U.S. Borrower (an “Affiliate
Transaction”) involving aggregate consideration in excess of $50.0 million unless (i) the terms of such Affiliate Transaction are not materially less favorable to the U.S. Borrower or such Restricted Subsidiary, as the case may
be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $100.0 million the terms of such Affiliate
Transaction have been approved by a majority of the Board of Directors. For purposes of this Section 9.5(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this
Section 9.5(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally
recognized appraisal or investment banking firm with respect to such Affiliate Transaction. 
 (b) The provisions of
Section 9.5(a) will not apply to: 
 (i) any Restricted Payment Transaction, 

(ii) (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining
agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member, employee, officer or director or consultant of or to the U.S. Borrower, any Restricted
Subsidiary or any Parent Entity heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements,
(2) payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans in the ordinary course of business to any such management members, employees, officers, directors or consultants,
(3) any issuance, grant or award of stock, options, other equity related interests or other securities, to any such management members, employees, officers, directors or consultants, (4) the payment of reasonable fees to directors of the
U.S. Borrower or any of its Subsidiaries or any Parent Entity (as determined in good faith by the U.S. Borrower, such Subsidiary or such Parent Entity), or (5) Management Advances and payments in respect thereof (or in reimbursement of any
expenses referred to in the definition of such term), 

  
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 (iii) any transaction between or among any of the U.S. Borrower, one or more
Restricted Subsidiaries, or one or more Special Purpose Entities, 
 (iv) any transaction arising out of agreements or
instruments in existence on the Second Restatement Effective Date and set forth on Schedule 9.5 to this Agreement, and any payments made pursuant thereto, 

(v) any transaction in the ordinary course of business on terms that are fair to the U.S. Borrower and its Restricted
Subsidiaries in the reasonable determination of the Board of Directors or senior management of the U.S. Borrower, or are not materially less favorable to the U.S. Borrower or the relevant Restricted Subsidiary than those that could be obtained at
the time in a transaction with a Person who is not an Affiliate of the U.S. Borrower, 
 (vi) any transaction in the ordinary
course of business, or approved by a majority of the Board of Directors, between the U.S. Borrower or any Restricted Subsidiary and any Affiliate of the U.S. Borrower controlled by the U.S. Borrower that is a joint venture or similar entity, 

(vii) (1) the execution, delivery and performance of any Tax Sharing Agreement, and (2) payments (x) for any
management, consulting, or advisory services or, in respect of financing, underwriting or placement services or other investment banking activities (if any), as may be approved by a majority of the Disinterested Directors, (y) in connection
with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are approved by a majority of the Board of Directors in good faith, and (z) of all out-of-pocket expenses incurred in connection with such services or activities, 

(viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all
fees and expenses paid or payable in connection with the Transactions, and 
 (ix) any issuance or sale of Capital Stock
(other than Disqualified Stock) of the U.S. Borrower or Junior Capital or any capital contribution to the U.S. Borrower. 
 9.6.
Limitation on Liens. The U.S. Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital
Stock of any other Person), whether owned on the Closing Date or thereafter acquired, securing any Indebtedness (the “Initial Lien”) unless, in the case of Initial Liens on any asset or property other than Collateral, the
Obligations are equally and ratably secured with (or on a senior basis to, in the case such Initial Lien secures any Junior Debt) the obligations secured by such Initial Lien for so long as such obligations are so secured. Any such Lien created in
favor of the Obligations pursuant to the subclause in the preceding sentence requiring an equal and ratable (or senior, as applicable) Lien for the benefit of the Obligations will be automatically and unconditionally released and discharged upon
(i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any Guarantee of a Loan Party, upon the termination and discharge of such Guarantee in accordance with the terms thereof,
hereof and of the Intercreditor Agreement, in each case, to the extent applicable or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the U.S. Borrower that is
governed by the provisions of Section 9.7) to any Person not an Affiliate of the U.S. Borrower of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by the U.S. Borrower or any
Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien. 
 9.7.
Limitation on Fundamental Changes. The U.S. Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all its business units, assets or other properties (including, in each case, pursuant to a Division), except that: 

  
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 (a) so long as no Event of Default would result therefrom, any Subsidiary of
the U.S. Borrower or any other Person (in each case, other than the Canadian Borrower or any European Borrower) may be merged, amalgamated or consolidated with or into the U.S. Borrower, provided that (i) except as permitted by
subclause (ii) below, the U.S. Borrower shall be the continuing or surviving corporation, (ii) if the Person formed by or surviving any such merger, amalgamation or consolidation involving the U.S. Borrower is not the U.S. Borrower, the
surviving Person shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia (such surviving Person, as the case may be, being herein referred to as the “Successor U.S.
Borrower”), (iii) any Successor U.S. Borrower (if other than the U.S. Borrower) shall expressly assume all the obligations of the U.S. Borrower under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in
form reasonably satisfactory to the U.S. Administrative Agent, (iv) each applicable Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to the Loan Documents confirmed that its obligations under
the Loan Documents continue to apply to such Successor U.S. Borrower’s obligations under this Agreement, (v) the Investment resulting from such merger or consolidation, shall be permitted by Section 9.2, and
(vi) the Successor U.S. Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer stating that such merger or consolidation complies with this Agreement (it being understood that if the foregoing are
satisfied, the Successor U.S. Borrower will succeed to, and be substituted for, the U.S. Borrower under this Agreement); 

(b) any Person (in each case, other than the U.S. Borrower, the Canadian Borrower or any European Borrower) may be merged,
amalgamated or consolidated with or into the U.S. Borrower or any one or more Restricted Subsidiaries of the U.S. Borrower, provided that (i) either (x) except in the case of the U.S. Borrower, such merger amalgamation or consolidation
constitutes a disposition permitted by Section 9.4 or (y) the U.S. Borrower or a Restricted Subsidiary shall be the continuing or surviving Person and the Investment resulting from such merger, amalgamation or
consolidation is permitted by Section 9.2, (ii) in the case of any merger, amalgamation or consolidation in which a Loan Party is the surviving Person, such Loan Party shall execute any supplement to this Agreement, the
Canadian Guarantee, the European Borrower Guarantee Agreement, the Non-Borrowing Base Guaranty Agreement and the Security Documents, as applicable, in form and substance reasonably satisfactory to the
Collateral Agent in order to preserve and protect the Liens on the Collateral securing the applicable Obligations and (iii) the U.S. Borrower shall have delivered to the Administrative Agent an officers’ certificate stating that such
merger, amalgamation or consolidation complies with this Agreement; and 
 (c) so long as no Event of Default would result
therefrom, any Restricted Subsidiary of the U.S. Borrower or any other Person (other than a U.S. Borrower or any European Borrower) may be amalgamated with the Canadian Borrower, provided that (i) the Person formed by such amalgamation
shall be an entity organized or existing under the laws of Canada or any province thereof (such Person being herein referred to as a “Successor Canadian Borrower”), (ii) (A) the Successor Canadian Borrower shall expressly
assume all the obligations of the Canadian Borrower under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and (B) each Loan Party (other than the
Successor Canadian Borrower) shall have by a supplement to the Loan Documents confirmed that its obligations thereunder apply to the Successor Canadian Borrower’s obligations under this Agreement, (iii) the Investment resulting from such
merger or consolidation shall be permitted by Section 9.4 and (iv) the Canadian Borrower shall have delivered to the Canadian Administrative Agent a certificate of an Authorized Officer stating that such merger or
consolidation complies with this Agreement (it being understood that if the foregoing are satisfied, the Successor Canadian Borrower (if other than the Canadian Borrower) will succeed to, and be substituted for, the Canadian Borrower under this
Agreement). 
 (d) so long as no Event of Default would result therefrom, any Subsidiary of the U.S. Borrower or any other
Person (in each case, other than the U.S. Borrower or the Canadian Borrower) may be merged, amalgamated or consolidated with or into the European Parent Borrower, provided that (i) except as permitted by subclause (ii) below, the
European Parent Borrower shall be the continuing or surviving 

  
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corporation, (ii) if the Person formed by or surviving any such merger, amalgamation or consolidation involving the U.S. Borrower is not the European Parent Borrower, the surviving Person
shall be an entity organized, incorporated or existing under the laws of a jurisdiction in which another European Borrower is, as of such date, organized (such surviving Person, as the case may be, being herein referred to as the “Successor
European Parent Borrower”), (iii) any Successor European Parent Borrower (if other than the U.S. Borrower) shall expressly assume all the obligations of the European Parent Borrower under this Agreement and the other Loan Documents pursuant
to a supplement hereto or thereto in form reasonably satisfactory to the U.S. Administrative Agent, (iv) each applicable Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to the Loan Documents
confirmed that its obligations under the Loan Documents continue to apply to such Successor European Parent Borrower’s obligations under this Agreement, (v) the Successor European Parent Borrower shall provide all documentation and other
information about the Successor European Parent Borrower as shall be mutually agreed in good faith is required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including
the Patriot Act and the Beneficial Ownership Regulation, that has been reasonably requested by Lenders in writing, (vi) the Investment resulting from such merger or consolidation, shall be permitted by Section 9.2, and
(vii) the Successor European Parent Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer stating that such merger or consolidation complies with this Agreement (it being understood that if the
foregoing are satisfied, the Successor European Parent Borrower (if other than the U.S. Borrower) will succeed to, and be substituted for, the European Parent Borrower under this Agreement); 

9.8. Limitation on Amendments. The U.S. Borrower shall not and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly: 
 (a) (1) Amend, supplement, waive or otherwise modify any of the provisions of any Senior Notes Documents
or Cash Flow Loan Documents in a manner that shortens the maturity date of such Indebtedness to a date prior to the Termination Date or provides for a shorter weighted average life to maturity than the weighted average life to maturity of the Cash
Flow Term Loans at such time and (2) if an Event of Default under Section 10.1 or 10.5 is continuing, amend, supplement, waive or otherwise modify any of the provisions of any indenture, instrument or agreement
evidencing Subordinated Obligations in a manner that (i) changes the subordination provisions of such Indebtedness or (ii) shortens the maturity date of such Indebtedness to a date prior to the Termination Date or provides for a shorter
weighted average life to maturity than the remaining weighted average life to maturity of the Cash Flow Term Loans; provided that, notwithstanding the foregoing, the provisions of this Section 9.8(a) shall not
restrict or prohibit any refinancing of Indebtedness (in whole or in part) permitted pursuant to Section 9.1. 

(b) Amend, supplement, waive or otherwise modify the terms of any Additional Obligations or any Refinancing Indebtedness in
respect of the foregoing or any indenture or agreement pursuant to which such Additional Obligations has been issued or incurred in any manner inconsistent with the requirements of the definition of “Refinancing Indebtedness,” assuming for
purposes of this Section 9.8b) that such amendment, supplement, waiver or modification, mutatis mutandis, is a refinancing of such Additional Obligations or Refinancing Indebtedness, as applicable. 

9.9. Consolidated Fixed Charge Coverage Ratio. The U.S. Borrower will not permit the Consolidated Fixed Charge Coverage Ratio, as of
the last day of each Test Period in which a Covenant Compliance Event has occurred and is continuing or at other times as indicated in this Agreement, to be less than 1.0 to 1.0. 

For purposes of determining compliance with the foregoing Consolidated Fixed Charge Coverage Ratio covenant under this
Section 9.9, any Specified Equity Contribution made during the period from the first day of the most recently ended fiscal quarter included in the relevant Test Period until the expiration of (i) with respect to a
breach of the Consolidated Fixed Charge Coverage Ratio that occurs on the date of the Covenant Compliance Event, the date that is 10 days after such date or (ii) otherwise, the 10th day after the date on which financial statements are required
to be delivered hereunder with respect to the relevant period will, at the request of the U.S. Borrower, be included in the calculation of Consolidated EBITDA for any period of calculation which includes the fiscal quarter in which such Specified
Equity Contribution was received by the Loan Parties, provided that (A) in each 

  
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four consecutive fiscal quarter period, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made, (B) no more than five Specified Equity
Contributions may be made during the term of this Agreement and (C) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Loan Parties to be in compliance with the Consolidated Fixed Charge
Coverage Ratio specified above on a pro forma basis, after giving effect to such Specified Equity Contribution. 
 9.10.
Limitation on Lines of Business. The U.S. Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any business, either directly or through any Restricted Subsidiary, except for those
businesses of the same general type as those in which the U.S. Borrower and its Restricted Subsidiaries are engaged in on the Closing Date or which are reasonably related thereto and any business related thereto. 

9.11. Use of Proceeds. No Borrower will request any Loan or Letter of Credit, and no Borrower shall use, and each Loan Party shall
procure that its Subsidiaries and its and their respective directors, officers, employees and agents shall not use, the proceeds of any Loan or Letter of Credit (a) in furtherance of an offer, payment, promise to pay, or authorization of the
payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person,
or in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions, or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto. 

SECTION 10. Events of Default 

Upon the occurrence of any of the following specified events (each an “Event of Default”): 

10.1. Payments. Any Borrower shall (a) default in the payment when due of any principal of the Loans or any reimbursement of an LC
Borrowing or (b) default, and such default shall continue for five Business Days or more days, in the payment when due of any interest on the Loans or fees owing hereunder or (c) default, and such default shall continue for 30 or more
days, in the payment when due of any other amounts owing hereunder or under any other Loan Document. 
 10.2. Representations, Etc.
Any representation, warranty or statement made or deemed made by any Loan Party herein or in any Loan Document or any certificate delivered or required to be delivered by it pursuant hereto or thereto shall prove to be untrue in any material respect
on the date as of which made or deemed made. 
 10.3. Covenants. Any Loan Party shall: 

(a) default in the due performance or observance by it of any term, covenant or agreement contained in Sections 8.1(g),
8.2(b) or Section 9; 
 (b) default in the due performance or observance by it of any term,
covenant or agreement contained in Section 8.1(o) that shall continue unremedied for a period of at least three Business Days; and 

(c) default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in
Section 10.1 or 10.2 or clause (a) or (b) of this Section 10.3) contained in this Agreement, any Security Document, any Guarantee and such default shall continue
unremedied for a period of at least 30 days after receipt of written notice to the Borrowers from the Administrative Agent or the Required Lenders. 

10.4. Default Under Other Agreements. Any Loan Party or any of its Restricted Subsidiaries shall (i) default in any payment of
principal of or interest on any Indebtedness (excluding Indebtedness hereunder) in excess of $150.0 million, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created;
(ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness (excluding Indebtedness hereunder) referred to in clause (i) above or contained in any instrument or agreement evidencing,
securing or relating thereto (other than a failure to provide notice of a default or an 

  
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event of default under such instrument or agreement or default in the observance of or compliance with any financial maintenance covenant), or any other event shall occur or condition exist, the
effect of which default or other event or condition 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
or lapse of time if required, such Indebtedness to become due prior to its stated maturity (an “Acceleration”; and the term “Accelerated” shall have a correlative meaning), and such time shall have lapsed and, if
any notice (a “Default Notice”) shall be required to commence a grace period or declare the occurrence of an event of default before notice of Acceleration may be delivered, such Default Notice shall have been given and (in the case
of the preceding clause (i) or (ii)) such default, event or condition shall not have been remedied or waived by or on behalf of the holder or holders of such Indebtedness (provided that the preceding clause (ii) shall not apply to
(x) 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 or (y) any termination event or similar event
pursuant to the terms of any Hedge Agreement); or (iii) in the case of any Indebtedness referred to in clause (i) above containing or otherwise requiring observance or compliance with any financial maintenance covenant, default in the
observance of or compliance with such financial maintenance covenant such that such Indebtedness shall have been Accelerated and such Acceleration shall not have been rescinded. 

10.5. Bankruptcy, Etc. If (i) the U.S. Borrower, the Canadian Borrower, any European Borrower or any Material Subsidiary of the
U.S. Borrower shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order
for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition,
administration, a moratorium or other relief with respect to it or its debts (excluding, in each case, the solvent liquidation or reorganization of any Foreign Subsidiary (other than the Canadian Borrower or a European Borrower) of the U.S.
Borrower), or (B) seeking appointment of a receiver, interim receiver, receivers, receiver and manager, trustee, custodian, conservator, administrator, monitor or other similar official for it or for all or any substantial part of its assets,
or the U.S. Borrower, the Canadian Borrower, any European Borrower or any Material Subsidiary of the U.S. Borrower shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the U.S. Borrower, the
Canadian Borrower, any European Borrower or any Material Subsidiary of the U.S. Borrower, any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such
adjudication or appointment or (B) remains undismissed, undischarged, unstayed or unbonded for a period of 60 days; or (iii) there shall be commenced against the U.S. Borrower, the Canadian Borrower, any European Borrower or any Material
Subsidiary of the U.S. Borrower any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for
any such relief, other than with respect to a UK Loan Party, which shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof or with respect to a UK Loan Party, which shall not have been vacated,
discharged, stayed or bonded pending appeal within 14 days from the entry thereof; or (iv) the U.S. Borrower, the Canadian Borrower, any European Borrower or any Material Subsidiary of the U.S. Borrower shall take any corporate or other similar
organizational action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the U.S. Borrower, the Canadian Borrower, any European Borrower
or any Material Subsidiary of the U.S. Borrower shall be generally unable to, or shall admit in writing its general inability to, pay its debts as they become due; or (vi) a UK Loan Party (y) suspends making payments on any of its debts,
or (z) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; or (vii) in respect of any UK Loan Party, the value of its
assets is less than the value of its liabilities (taking into account contingent and prospective liabilities or moratorium or other protection from its creditors is declared or imposed in respect of any of its indebtedness). 

10.6. ERISA. (a) Any Plan shall fail to satisfy the minimum funding standard required for any plan year or part thereof or a
waiver of such standard or extension of any amortization period is sought or granted under Section 412 of the Code; any Plan is or shall have been terminated or is the subject of termination proceedings under Section 4041(c) or
Section 4042 of ERISA including the giving of written notice thereof; the PBGC has given written notice to the U.S. Borrower of its intent to terminate any Plan or to appoint a trustee to administer any Plan or the occurrence of any event or
condition which the U.S. Borrower reasonably expects to constitute grounds under ERISA for the termination of or the appointment of a trustee to administer any Plan; any Borrower, any Subsidiary or any Commonly Controlled Entity has incurred or is
likely to incur a liability to or on account of a Plan under Section 

  
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409, 502(i), 502(l), 4062, 4063, 4064 or 4069 of ERISA or Section 4971 or 4975 of the Code or to or on account of a Multiemployer Plan under Section 515, 4201 or 4204 of ERISA
(including the giving of written notice thereof); (b) a Foreign Plan Termination Event shall occur; or there is an appointment by the appropriate Governmental Authority of a replacement administrator to administer any Canadian Defined Benefit Plan;
or if any Canadian Defined Benefit Plan shall be terminated or a replacement administrator is appointed, or if the Canadian Borrower or any other Canadian Subsidiary is in default with respect to payments to a Canadian Defined Benefit Plan; or
Canadian Borrower or any other Canadian Subsidiary completely or partially withdraws from a Foreign Plan which is a “multi-employer pension plan”, as defined under the applicable pension standards legislation and any such event may
reasonably be expected to have a Material Adverse Effect; or any Lien arises (save for contribution amounts not yet due) in connection with any Foreign Plan; (c) it is reasonably likely from any event or events set forth in clause (a) or
(b) of this Section 10.6 that the imposition of a lien, the granting of a security interest, or a liability would result, and such lien, security interest or liability would reasonably be expected to have a Material Adverse
Effect; and (d) any Loan Party fails to comply with the terms of any Financial Support Direction or Contribution Notice issued to it by the Pensions Regulator. 

10.7. Guarantee. The Canadian Guarantee by any Canadian Guarantor or group of Canadian Guarantors constituting a Material Subsidiary,
the Non-Borrowing Base Foreign Guarantee by any Non-Borrowing Base Foreign Guarantor or group of Non-Borrowing Base Foreign
Guarantors constituting a Material Subsidiary, the European Guarantee by any European Borrower or the U.S. Guarantee by any U.S. Loan Party or, in each case, any material provision thereof shall cease to be in full force or effect with respect to
any Guarantor (other than pursuant to the terms hereof and thereof) or any Guarantor shall deny or disaffirm in writing any such Guarantor’s material obligations under any such Canadian Guarantee, U.S. Guarantee, European Guarantee or Non-Borrowing Base Foreign Guarantee, as applicable. 
 10.8. Security Documents. (i) The U.S.
Security Agreement or Canadian Security Agreement shall, or any other Security Document covering a significant portion of the Collateral thereunder shall (at any time after its execution, delivery and effectiveness) cease for any reason to be in
full force and effect (other than pursuant to the terms hereof or thereof), or any Loan Party which is a party to any such Security Document shall so assert in writing or (ii) the Lien created by any of the Security Documents shall cease to be
perfected and enforceable in accordance with its terms or of the same effect as to perfection and priority purported to be created thereby with respect to any significant portion of the Collateral (other than in connection with any termination of
such Lien in respect of any Collateral as permitted hereby or by any Security Document) and such failure of such Lien to be perfected and enforceable with such priority shall have continued unremedied for a period of twenty (20) days. 

10.9. Judgments. One or more judgments or decrees shall be entered against the U.S. Borrower or any of its Restricted Subsidiaries
involving in the aggregate at any time a liability (net of any insurance or indemnity payments actually received in respect thereof prior to or within 60 days from the entry thereof, or to be received in respect thereof in the event any appeal
thereof shall be unsuccessful) of $150.0 million or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof. 

10.10. Change of Control. A Change of Control shall occur; 

then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agents shall, upon the written
request of the Required Lenders, by written notice to the U.S. Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agents to enforce their claims against the Borrowers, except as otherwise
specifically provided for in this Agreement, (i) terminate the outstanding Commitments and/or (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations owing hereunder and thereunder to be,
whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; provided that, if an Event of Default specified in
Section 10.5 shall occur with respect to the U.S. Borrower, the result that would occur upon the giving of written notice by the Administrative Agent as specified shall occur automatically without the giving of any such
notice. 

  
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 With respect to any Letter of Credit with respect to which presentment for honor shall not
have occurred at the time of an acceleration pursuant to the preceding paragraph, the applicable Borrower(s) shall at such time deposit in a cash collateral account opened by the applicable Administrative Agent an amount in cash (and in the same
currencies as the Letters of Credit) equal to the aggregate then undrawn and unexpired amount of such Letter of Credit. The Borrowers hereby grant to the applicable Administrative Agent, for the benefit of the Letter of Credit Issuers and the Letter
of Credit Participants, a security interest in such cash collateral to secure all Obligations of such Borrowers in respect of such Letters of Credit under this Agreement and the other Loan Documents. Each Borrower shall execute and deliver to the
Administrative Agent, for the account of the Letter of Credit Issuers and the Letter of Credit Participants, such further documents and instruments as the applicable Administrative Agent may at such time request to evidence the creation and
perfection of such security interest in such cash collateral account. Amounts held in such cash collateral account shall be applied by the applicable Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused
portion thereof after all such Letters of Credit (or, in the case of the Canadian Borrower, all Canadian Letters of Credit) shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrowers hereunder
and under the other Loan Documents. After all Letters of Credit (or, in the case of the Canadian Borrower, all Canadian Letters of Credit) shall have expired or been fully drawn upon, all Letter of Credit Obligations shall have been satisfied, the
balance, if any, in such cash collateral account shall be returned to the applicable Borrowers. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Lender in its capacity as a Secured Party or as beneficiary of
any security granted pursuant to the Security Documents shall have any right to exercise remedies in respect of such security without the prior written consent of the Required Lenders. 

In connection with any acceleration of the Obligations as contemplated by clause (ii) above, the Designated Obligations shall,
automatically and with no further action required by any Administrative Agent, any Loan Party or any Lender, be converted into Dollars based on the Dollar Equivalent amount thereof, calculated as of the date of such acceleration and from and after
such date all amounts accruing and owed to the Lenders in respect of such Designated Obligations shall accrue and be payable in Dollars at the rate otherwise applicable hereunder. 

Any amount received by the Administrative Agent or the Collateral Agent from any Loan Party or on account of any Collateral following any
acceleration of the Obligations under this Agreement or any Event of Default under Section 10.5 (or received by any Lender in any proceeding with respect to any Loan Party under the Bankruptcy Code or any similar bankruptcy
or insolvency proceeding under applicable law) shall be applied subject to the terms of the Intercreditor Agreement: 

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts
(including fees, charges and disbursements of counsel to the U.S. Administrative Agent, Canadian Administrative Agent, European Administrative Agent and the Collateral Agent and amounts payable under Section 12.5) payable
to the U.S. Administrative Agent, Canadian Administrative Agent, European Administrative Agent, the Collateral Agent, the Letter of Credit Issuers and the Revolving Lenders, each in its capacity as such; 

Second, ratably to payment of that portion of the Obligations constituting accrued and unpaid interest on the Revolving
Loans, Agent Advances, Swingline Loans and Letter of Credit Borrowings under Letters of Credit and accrued and unpaid Unused Line Fees and accrued and unpaid Letter of Credit Fees and Fronting Fees with respect to Letters of Credit, ratably among
the Revolving Lenders, Swingline Lenders and Letter of Credit Issuers entitled thereto; 
 Third, ratably (i) to
payment of that portion of the Obligations constituting the unpaid principal amount of the Revolving Loans, Agent Advances, Swingline Loans and Letter of Credit Borrowings under Letters of Credit, ratably among the Revolving Lenders, Swingline
Lenders and Letter of Credit Issuers entitled thereto, (ii) solely up to the amount of any Bank Product Reserves with respect to the applicable Borrowing Base, to payment of that portion of the Obligations consisting of Obligations under
Secured Cash Management Agreements and Secured Hedge Agreements for which such Reserves were established and (iii) to cash collateralize undrawn Letters of Credit in an amount equal to the aggregate undrawn amount thereof; 

Fourth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans,
ratably among the Term Lenders entitled thereto; 

  
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 Fifth, to payment of that portion of the Obligations constituting the
unpaid principal amount of the Term Loans, ratably among the Term Lenders entitled thereto; 
 Sixth, to payment of
all other Obligations (including without limitation those arising from all other Secured Cash Management Agreements and Secured Hedge Agreements), ratably among the Secured Parties holding such Obligations; and 

Last, the balance, if any, after all of the Obligations have been paid in full, to the Loan Parties or as otherwise
required by laws. 
 Amounts used to cash collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Third above
shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the
other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Swap Guarantor shall not be paid with amounts received from such Swap Guarantor, but appropriate adjustments shall be made with respect to
payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. 
 SECTION 11. The
Agents 
 11.1. Appointment. 

(a) Each Lender hereby irrevocably designates and appoints the applicable Administrative Agent as the agent of such Lender under this
Agreement and the other Loan Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and
perform such duties as are expressly delegated to such Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the
contrary elsewhere in this Agreement, no Administrative Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Administrative Agent. 

(b) The Administrative Agents, the Swingline Lenders, the Letter of Credit Issuers and each Lender hereby irrevocably designate and appoint
the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agents, the Swingline Lenders, the Letter of Credit Issuers and each Lender irrevocably authorizes the Collateral Agent, in such capacity, to take such
action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set
forth herein, or any fiduciary relationship with any of the Swingline Lenders, the Letter of Credit Issuers, the Administrative Agents or the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be
read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent. 
 (c) Without limiting the powers of
the Collateral Agent, for the purposes of holding any hypothec granted to the Attorney (as defined below) pursuant to the laws of the Province of Québec to secure the prompt payment and performance of any and all Obligations by any Loan
Party, each of the Secured Parties (to the extent a party hereto) hereby irrevocably appoints and authorizes the Collateral Agent and, to the extent necessary, ratifies the appointment and authorization of the Collateral Agent, to act as the
hypothecary representative of the creditors as contemplated under Article 2692 of the Civil Code of Québec (in such capacity, the “Attorney”), and to enter into, to take and to hold on their behalf, and for their benefit, any
hypothec, and to exercise such powers and duties that are conferred upon the Attorney under any related deed of hypothec. The Attorney shall: (a) have the sole and exclusive right and authority to exercise, except as may be otherwise
specifically restricted by the terms hereof, all rights and remedies given to the Attorney pursuant to any such deed of hypothec and applicable law, and 

  
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(b) benefit from and be subject to all provisions hereof with respect to the Collateral Agent mutatis mutandis, including, without limitation, all such provisions with respect to the
liability or responsibility to and indemnification by the any Secured Party to the extent a party thereto and Loan Parties. Any person who becomes a Secured Party shall, by its execution of an Assignment and Acceptance Agreement, be deemed to have
consented to and confirmed the Attorney as the person acting as hypothecary representative holding the aforesaid hypothecs as aforesaid and to have ratified, as of the date it becomes a Secured Party, all actions taken by the Attorney in such
capacity. The substitution of the Collateral Agent pursuant to the provisions of this Section 11 also constitutes the substitution of the Attorney. 

(d) The Lead Arrangers and any Person named as a Co-Syndication or
Co-Documentation Agent on the cover of this Agreement, in their respective capacities as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all
benefits of this Section 11. 
 (e) The Administrative Agents, the Swingline Lenders, the Letter of Credit Issuers
and each Lender hereby irrevocably designate and appoint the Collateral Agent as its agent and representative (vertegenwoordiger / représentant) for the purposes of article 5 of the Belgian Financial Collateral Law and article 3
of title XVII “Security over moveable assets” of book III of the Belgian Civil Code under this Agreement and with respect to the Belgian Security Documents. 

11.2. Delegation of Duties. Each Administrative Agent and the Collateral Agent may each execute any of its duties under this Agreement
and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.
Neither any Administrative Agent nor the Collateral Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care. 
 11.3. Exculpatory Provisions. None of the Administrative Agents, the Collateral Agent, the Swingline Lender, the
Letter of Credit Issuer, any other Agent or any of their officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (a) liable for any action
lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except for its or such Person’s own gross negligence or willful misconduct as determined by a final judgment of a
court of competent jurisdiction in connection with its duties expressly set forth herein) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Borrower, any other Loan
Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by such Agent under or in connection with, this Agreement or
any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party to perform its obligations hereunder or thereunder. None
of the Administrative Agent, the Collateral Agent, the Swingline Lender, the Letter of Credit Issuer or any other Agent shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party. 

11.4. Reliance by Agents. The Administrative Agents, the Swingline Lenders, the Letter of Credit Issuers and the Collateral Agent shall
be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or instruction believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to any Borrower), independent accountants and other experts selected by such Administrative
Agent, Swingline Lender, Letter of Credit Issuer or the Collateral Agent. Each Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a
written notice of assignment, negotiation or transfer thereof shall have been filed with such Administrative Agent. The Administrative Agents, the Swingline Lenders, the Letter of Credit Issuers and the Collateral Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agents, the Swingline Lenders, the Letter of Credit Issuers and the Collateral Agent shall
in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto
shall be binding upon all the Lenders and all future holders of the Loans. 

  
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 11.5. Notice of Default. Neither the Administrative Agents nor the Collateral Agent
shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless such Administrative Agent or Collateral Agent has received notice from a Lender or a Borrower referring to this Agreement, describing
such Default or Event of Default. In the event that an Administrative Agent receives such a notice, it shall give notice thereof to the Lenders and the Collateral Agent. The Administrative Agents shall take such action with respect to such Default
or Event of Default as shall be reasonably directed by the Required Lenders, provided that unless and until the Administrative Agents shall have received such directions, the Administrative Agents may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default or Event of Default as they shall deem advisable in the best interests of the Lenders except to the extent that this Agreement requires that such action be taken only with the
approval of the Required Lenders or each of the Lenders, as applicable. 
 11.6. Non-Reliance on
Administrative Agent, Collateral Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor the Collateral Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent or Collateral Agent hereinafter taken, including
any review of the affairs of any Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or Collateral Agent to any Lender. Each Lender, Swingline Lender and Letter of Credit Issuer
represents to the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon the Administrative Agent, Collateral Agent or any other Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of each Borrower and other Loan Party and made its own decision to make its Loans hereunder and
enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent, Collateral Agent or any other Lender, and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the Borrowers and any other Loan Party. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent
hereunder, neither the Administrative Agent nor the Collateral Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, assets, operations, properties, financial condition,
prospects or creditworthiness of any Borrower or any other Loan Party that may come into the possession of the Administrative Agent or Collateral Agent any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates. 
 11.7. Indemnification. The Lenders agree to indemnify
each Administrative Agent and the Collateral Agent, each in its capacity as such (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably according to their respective portions of the
Aggregate Revolving Exposure in effect on the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance
with their respective portions of the Aggregate Revolving Exposure in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against any Agent in any way relating to or arising out of the Commitments, this Agreement,
any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by any Agent under or in connection with any of the foregoing,
provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence
or willful misconduct as determined by a final judgment of a court of competent jurisdiction. The agreements in this Section 11.7 shall survive the payment of the Loans and all other amounts payable hereunder. 

  
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 11.8. Agents in Their Individual Capacities. The Agents and their Affiliates may make
loans to, accept deposits from and generally engage in any kind of business with any Borrower and any other Loan Party as though the Administrative Agent or such other Agent were not the Administrative Agent or such other Agent hereunder and under
the other Loan Documents. With respect to the Loans made by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms
“Lender” and “Lenders” shall include the Agents in their individual capacities. 
 11.9. Successor Agents.
Subject to the appointment of a successor as set forth herein, (i) each Administrative Agent or the Collateral Agent may be removed by the U.S. Borrower or the Required Lenders if such Agent, or a controlling affiliate of such Agent is a
Defaulting Lender and (ii) each Administrative Agent and the Collateral Agent may resign as an Administrative Agent or Collateral Agent, respectively, in each case upon ten days’ notice to the other Agents, the Lenders and the U.S.
Borrower, as applicable. If the Administrative Agent or the Collateral Agent shall be removed by the U.S. Borrower or the Required Lenders pursuant to clause (i) above or if an Agent shall resign as Agent under this Agreement and the other Loan
Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which such successor agent shall be subject to approval by the U.S. Borrower; provided that such approval by the U.S. Borrower in
connection with the appointment of any successor Administrative Agent shall only be required so long as no Event of Default under Section 10.1 or 10.5 has occurred and is continuing; provided, further,
that the U.S. Borrower shall not unreasonably withhold its approval of any successor Agent if such successor is a commercial bank with a consolidated combined capital and surplus of at least $5,000,000,000. Upon the successful appointment of a
successor agent, such successor agent shall succeed to the rights, powers and duties of the applicable Agent (including the rights, powers and duties of the Collateral Agent under the Parallel Debt), and the term “U.S. Administrative
Agent,” “Canadian Administrative Agent,” “European Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor Agent effective upon such appointment and approval,
and the former Agent’s rights, powers and duties as such Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. In connection
with the appointment of a successor agent, the retiring Collateral Agent will reasonably cooperate in assigning its rights under the Parallel Debts to any such successor collateral agent and will reasonably cooperate in transferring all rights under
any Dutch Security Document to such successor collateral agent (it being understood that any indemnities and other protections provided to the Collateral Agent under the Dutch Security Documents will continue to inure to the benefit of the retiring
Collateral Agent as to any actions taken or omitted to be taken by it while it was Collateral Agent). After any retiring Agent’s resignation or removal as Agent, the provisions of this Section 11 (including this
Section 11.9) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and the other Loan Documents. The fees payable by the Borrowers to a successor Agent
shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. 
 11.10.
Parallel Debt. 
 (a) Each Loan Party irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to all
amounts from time to time due and payable under its Corresponding Obligations as they may exist from time to time (each a “Parallel Debt”). 

(b) Each Parallel Debt will be payable in the currency or currencies of the Corresponding Obligation and will become due and payable at the
same time as the Corresponding Obligation becomes due and payable. 
 (c) The rights of the Collateral Agent under each Parallel Debt are
its own claims to receive payment from the Loan Parties, several and independent from the rights of the Secured Parties to receive payment of the Corresponding Obligations from the relevant Loan Party. 

(d) An amount received by the Collateral Agent in discharge of a Parallel Debt will discharge the Corresponding Obligation in an equal amount
and payment by a Loan Party of any Corresponding Obligation in accordance with the Loan Documents shall to the same extent decrease and discharge the relevant Parallel Debt. 

(e) The aggregate amount outstanding under the Parallel Debts will never exceed the aggregate amount outstanding under the Corresponding
Obligations. 

  
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 (f) For the purpose of this Section 11.10, the Collateral Agent
acts as the creditor of the Parallel Debts. 
 11.11. Withholding Tax. To the extent required by any applicable Requirements of Law,
each Administrative Agent shall withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any other authority of the United States or other jurisdiction asserts a claim that
the Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate documentation was not delivered or not properly executed, or because such Lender
failed to notify the applicable Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless each Administrative Agent (to the extent
that such Agent has not already been reimbursed by any Borrower and without limiting the obligation of any Borrower to do so) for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any interest, additions to Tax or
penalties thereto, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such Tax were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by an Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the
Agents to setoff any amounts owing to such Lender against any amounts owing to the Agents under any Loan Document or otherwise. For the avoidance of doubt the term “Lender” shall, for purposes of this Section 11.11, include any
Swingline Lender and any Letter of Credit Issuer. The agreements in this Section 11.11 shall survive the resignation or replacement of any Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments
and the repayment, satisfaction or discharge of all obligations under any Loan Document 
 11.12. Certain ERISA Matters. 

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from
the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and each Lead Arranger and not, for the avoidance of doubt, to or for the benefit of the
Borrowers or any other Loan Party, that at least one of the following is and will be true: 
 (i) such Lender is not using
“plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of
Credit, the Commitments or this Agreement, 
 (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions
involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a
class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house
asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, 

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the
meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the
Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; or 

(iv) Such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole
discretion, and such Lender. 

  
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 (b) In addition, unless either (1) sub-clause
(i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub clause (iv) in the immediately preceding clause (a),
such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party
hereto, for the benefit of, the Administrative Agents and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Loan Party, that none of the Administrative Agents is a fiduciary with respect to the assets of such
Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights
by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto). 
 11.13. Recovery of
Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender Recipient Party, whether or not in respect of an Obligation due and owing
by any Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Lender Recipient Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable
Amount received by such Lender Recipient Party in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by 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. Each Lender Recipient Party irrevocably waives any and all
defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any
Rescindable Amount. The Administrative Agent shall inform each Lender Recipient Party promptly upon determining that any payment made to such Lender Recipient Party comprised, in whole or in part, a Rescindable Amount. 

11.14. Appointment of Collateral Agent as UK security trustee. For the purposes of any Liens or Collateral created under the UK
Security Documents, the following additional provisions shall apply. 
 (a) In this Section 11.14, the following expressions have the
following meanings: 
 “Appointee” shall mean any receiver, administrator or other insolvency officer
appointed in respect of any Loan Party or its assets. 
 “Charged Property” shall mean the assets of the
Loan Parties subject to a security interest under the UK Security Documents. 
 “Delegate” shall mean any
delegate, agent, attorney or co-trustee appointed by the Collateral Agent (in its capacity as security trustee) in good faith. 

(b) The Secured Parties appoint the Collateral Agent to hold the security interests constituted by the UK Security Documents on trust for the
Secured Parties on the terms of the Loan Documents and the Collateral Agent accepts that appointment. 
 (c) The Collateral Agent, its
subsidiaries and associated companies may each retain for its own account and benefit any fee, remuneration and profits paid to it in connection with (i) its activities under the Loan Documents; and (ii) its engagement in any kind of
banking or other business with any Loan Party. 
 (d) Nothing in this Agreement constitutes the Collateral Agent as a trustee or fiduciary
of, nor shall the Collateral Agent have any duty or responsibility to, any Loan Party. 
 (e) The Collateral Agent shall have no duties or
obligations to any other person except for those which are expressly specified in the Loan Documents or mandatorily required by applicable law. 

  
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 (f) The Collateral Agent may appoint one or more Delegates on such terms (which may include
the power to sub-delegate) and subject to such conditions as it thinks fit, to exercise and perform all or any of the duties, rights, powers and discretions vested in it by the UK Security Documents and shall
not be obliged to supervise any Delegate or be responsible to any person for any loss incurred by reason of any act, omission, misconduct or default on the part of any Delegate. 

(g) The Collateral Agent may (whether for the purpose of complying with any law or regulation of any overseas jurisdiction, or for any other
reason) appoint (and subsequently remove) any person to act jointly with the Collateral Agent either as a separate trustee or as a co-trustee on such terms and subject to such conditions as the Collateral
Agent thinks fit and with such of the duties, rights, powers and discretions vested in the Collateral Agent by the UK Security Documents as may be conferred by the instrument of appointment of that Person. 

(h) The Collateral Agent shall notify the Lenders of the appointment of each Appointee (other than a Delegate). 

(i) The Collateral Agent may pay reasonable remuneration to any Delegate or Appointee, together with any costs and expenses (including legal
fees) reasonably incurred by the Delegate or Appointee in connection with its appointment. All such remuneration, costs and expenses shall be treated, for the purposes of this Agreement, as paid or incurred by the Collateral Agent. 

(j) Each Delegate and each Appointee shall have every benefit, right, power and discretion and the benefit of every exculpation (together
“Rights”) of the Collateral Agent (in its capacity as security trustee) under the UK Security Documents, and each reference to the Collateral Agent (where the context requires that such reference is to the Collateral Agent in its capacity
as security trustee) in the provisions of the UK Security Documents which confer Rights shall be deemed to include a reference to each Delegate and each Appointee. 

(k) Each Secured Party confirms its approval of the UK Security Documents and authorizes and instructs the Collateral Agent: (i) to
execute and deliver the UK Security Documents; (ii) to exercise the rights, powers and discretions given to the Collateral Agent (in its capacity as security trustee) under or in connection with the UK Security Documents together with any other
incidental rights, powers and discretions; and (iii) to give any authorizations and confirmations to be given by the Collateral Agent (in its capacity as security trustee) on behalf of the Secured Parties under the UK Security Documents. 

(l) The Collateral Agent may accept without inquiry the title (if any) which any person may have to the Charged Property. 

(m) Each other Secured Party confirms that it does not wish to be registered as a joint proprietor of any security interest constituted by a
UK Security Document and accordingly authorizes: (a) the Collateral Agent to hold such security interest in its sole name (or in the name of any Delegate) as trustee for the Secured Parties; and (b) the Land Registry (or other relevant
registry) to register the Collateral Agent (or any Delegate or Appointee) as a sole proprietor of such security interest. 
 (n) Except to
the extent that a UK Security Document otherwise requires, any moneys which the Collateral Agent receives under or pursuant to a UK Security Document may be: (a) invested in any investments which the Collateral Agent selects and which are
authorized by applicable law; or (b) placed on deposit at any bank or institution (including the Collateral Agent) on terms that the Collateral Agent thinks fit, in each case in the name or under the control of the Collateral Agent, and the
Collateral Agent shall hold those moneys, together with any accrued income (net of any applicable Tax) to the order of the Lenders, and shall pay them to the Lenders on demand. 

(o) On a disposal of any of the Charged Property which is permitted under the Loan Documents, the Collateral Agent shall (at the cost of the
Loan Parties) execute any release of the UK Security Documents or other claim over that Charged Property and issue any certificates of non-crystallisation of floating charges that may be required or take any
other action that the Collateral Agent considers desirable. 

  
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 (p) The Collateral Agent shall not be liable for: 

(i) any defect in or failure of the title (if any) which any person may have to any assets over which security is intended to
be created by a UK Security Document; 
 (ii) any loss resulting from the investment or deposit at any bank of moneys which
it invests or deposits in a manner permitted by a UK Security Document; 
 (iii) the exercise of, or the failure to exercise,
any right, power or discretion given to it by or in connection with any Loan Document or any other agreement, arrangement or document entered into, or executed in anticipation of, under or in connection with, any Loan Document; or 

(iv) any shortfall which arises on enforcing a UK Security Document. 

(q) The Collateral Agent shall not be obligated to: 

(i) obtain any authorization or environmental permit in respect of any of the Charged Property or a UK Security Document; 

(ii) hold in its own possession a UK Security Document, title deed or other document relating to the Charged Property or a UK
Security Document; 
 (iii) perfect, protect, register, make any filing or give any notice in respect of a UK Security
Document (or the order of ranking of a UK Security Document), unless that failure arises directly from its own gross negligence or willful misconduct; or 

(iv) require any further assurances in relation to a UK Security Document. 

(r) In respect of any UK Security Document, the Collateral Agent shall not be obligated to: (i) insure, or require any other person to
insure, the Charged Property; or (ii) make any enquiry or conduct any investigation into the legality, validity, effectiveness, adequacy or enforceability of any insurance existing over such Charged Property. 

(s) In respect of any UK Security Document, the Collateral Agent shall not have any obligation or duty to any person for any loss suffered as
a result of: (i) the lack or inadequacy of any insurance; or (ii) the failure of the Collateral Agent to notify the insurers of any material fact relating to the risk assumed by them, or of any other information of any kind, unless
Required Lenders have requested it to do so in writing and the Collateral Agent has failed to do so within fourteen (14) days after receipt of that request. 

(t) Every appointment of a successor Collateral Agent under a UK Security Document shall be by deed. 

(u) Section 1 of the Trustee Act 2000 (UK) shall not apply to the duty of the Collateral Agent in relation to the trusts constituted by
this Agreement. 
 (v) In the case of any conflict between the provisions of this Agreement and those of the Trustee Act 1925 (U.K.) or the
Trustee Act 2000 (UK), the provisions of this Agreement shall prevail to the extent allowed by law, and shall constitute a restriction or exclusion for the purposes of the Trustee Act 2000 (U.K.). 

(w) The perpetuity period under the rule against perpetuities if applicable to this Agreement and any UK Security Document shall be one
hundred twenty-five (125) years from the date of this Agreement. 

  
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 11.15. Spanish formalities. 

(a) Spanish Public Document.  

(i) The parties hereto agree that this Agreement and any Spanish Security Documents, if requested by the Administrative Agent
and/or the Collateral Agent (acting reasonably), and any accession, amendments, extension and/or assignments thereto, will be formalized in a Spanish Public Document by the Administrative Agent, the Collateral Agent and any other parties required
thereto in accordance with the terms of this Agreement or such other document for the purposes of Article 517 of the Spanish Civil Procedural Act. 

(ii) Each Spanish Public Document will: (A) have the effects established under Articles 517 et seq. of the Spanish Civil
Procedural Act and (B) if necessary, for the purposes of Article 571 et seq. of the Spanish Civil Procedural Act, include an authorization in favor of the Administrative Agent and the Collateral Agent to determine the amounts due and payable
under the Loan Documents that may be claimable in any executive proceeding. 
 (iii) In connection with the formalization of
any Loan Document into the status of a Spanish Public Document, the Administrative Agent or, as the case may be, the Collateral Agent shall act as the agent and representative of each Secured Party and is hereby authorized on behalf of each Secured
Party to enter into, enforce the rights of each Secured Party and represent each Secured Party in respect of the granting of any Spanish Public Document. 

(iv) The above notwithstanding, the Administrative Agent or, as the case may be, the Collateral Agent, acting at its discretion
and to the extent reasonably required, may invite the Secured Parties to enter into and/or to enforce the rights of each Spanish Public Document (including any Spanish Security Document) jointly with the Administrative Agent or the Collateral Agent,
as applicable. 
 (v) Each party hereto hereby expressly authorizes the Administrative Agent and the Collateral Agent to
request and obtain from the Spanish notary public before whom any Loan Document has been formalized as a Spanish Public Document, a copy with enforcement effects (copia autorizada con carácter ejecutivo) of any Spanish
Public Document. 
 (vi) For the avoidance of doubt, all costs and expenses accrued regarding the formalization of any Loan
Document into a Spanish Public Document and all costs and expenses accrued regarding the first notarial copies of any Spanish Public Document shall be borne by the Loan Parties. The cost derived from the issuance of a second or subsequent copies
shall be borne by the requesting party. 
 (b) Executive proceeding in relation to Spanish Security Documents.  
 (i) In case of enforcement of any Spanish Security Document and for the
purpose of Article 571 et seq. of the Spanish Civil Procedural Act, the parties hereto agree that: (A) the amount due and payable under this Agreement or the other Loan Documents in any executive proceedings (procedimiento ejecutivo) or
security enforcement procedure in Spain will be the amount determined by the Administrative Agent on the grounds of the balances of the accounts maintained by the Administrative Agent pursuant to the provisions of this Agreement; (B) for the
purposes of Articles 517 et seq. of the Spanish Civil Procedural Act, the parties expressly agree that such balances shall be considered as a matured obligation and may be claimed pursuant to the same provisions of such law; (C) the
Administrative Agent may raise this certificate to the status of a public document, at the cost of the Loan Parties. 
 (ii)
Likewise, the parties agree that, in case it is necessary with respect to this Agreement or any Spanish Security Documents, the Collateral Agent shall be entitled to maintain the corresponding accounts and balances and issue a certificate for the
purposes referred to in paragraph (i) above on the grounds of the certificates issued by the Administrative Agent. 

  
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 SECTION 12. Miscellaneous 

12.1. Amendments and Waivers. Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof, may be amended,
supplemented or modified except in accordance with the provisions of this Section 12.1. The Required Lenders may (provided that no such written amendment, supplement, modification or waiver referred to below that is
not signed by the U.S. Administrative Agent shall become effective until delivered to the U.S. Administrative Agent), or, with the written consent of the Required Lenders, the Administrative Agents and/or the Collateral Agent may (as applicable
depending on the relevant Loan Document), from time to time, (a) enter into with the relevant Loan Party or Loan Parties written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any
provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative
Agents and/or Collateral Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that
no such waiver and no such amendment, supplement or modification shall directly (i) forgive or reduce any portion of any Loan or extend the scheduled repayment date of any principal of any Loan (which, for the avoidance of doubt, does not
include payments pursuant to Section 4.3, it being understood that only the consent of the Required Lenders shall be necessary to waive any obligations of the Borrowers to make payments pursuant to
Section 4.3) or reduce the stated rate (it being understood that only the consent of the Required Lenders shall be necessary to (A) waive any obligation of the Borrowers to pay interest at the “default rate”
or (B) implement the ESG Pricing Provisions; provided, for the avoidance of doubt, that (x) any amendment to implement the ESG Pricing Provisions shall include customary indemnification protections for the Sustainability Structuring Agent
and (y) any amendment to Section 2.21 that would have the effect of altering the maximum aggregate permitted increase or decrease to the Applicable Margin and/or Unused Line Fees permitted to be implemented in connection with the ESG
Pricing Provisions shall require the written consent of each Lender directly and adversely affected thereby), or forgive any portion, or extend the date for the payment, of any interest or fee payable hereunder (other than as a result of waiving the
applicability of any post-default increase in interest rates), or extend the final expiration date of any Lender’s Commitment, or increase the aggregate amount of the Commitments of any Lender, or amend or modify any provisions of
Section 4.4(a) (with respect to the ratable allocation of any payments only) and 12.8(a), or amend or modify the definition of “Pro Rata Share,” or make any Loan, interest, fee or other amount payable in
any currency other than expressly provided herein, in each case without the written consent of each Lender directly and adversely affected thereby, or (ii) amend, modify or waive any provision of this Section 12.1 or
reduce the percentages specified in the definitions of the terms “Required Lenders” or “Supermajority Lenders,” consent to the assignment or transfer by any Borrower of its rights and obligations under any Loan Document to which
it is a party (except as permitted pursuant to Section 9.3) or alter the order of application set forth in Section 10, in each case without the written consent of each Secured Party directly and
adversely affected thereby, or (iii) amend, modify or waive any provision of Section 11 without the written consent of the then-current Administrative Agents and Collateral Agent, or (iv) release all or
substantially all of the U.S. Loan Parties from their obligations under this Agreement or the U.S. Guarantee, the Canadian Guarantors under the Canadian Guarantee, the European Borrowers under the European Guarantee or the Non-Borrowing Base Foreign Guarantors under the Non-Borrowing Base Foreign Guarantee, as applicable (except as expressly permitted by the Canadian Guarantee, the European
Borrower Guarantee Agreement, the Non-Borrowing Base Guaranty Agreement or this Agreement including without limitation, pursuant to a transaction resulting in payments made pursuant to
Section 4.2 or not prohibited by Section 9.4) or release all or substantially all of the Collateral under the Security Documents (except as expressly permitted by the Security Documents or this
Agreement) without the prior written consent of each Lender, or (v) amend Section 2.8 so as to permit Interest Period intervals greater than six months without regard to availability to Lenders, amend or modify the
definition of “Alternative Currency” or amend or modify Section 1.7 (solely to the extent such amendment would require a Lender to fund an additional Alternative Currency without its consent), without the written consent of each
Lender directly and adversely affected thereby, or (vi) change the definition of the terms “North American Borrowing Base,” “European Borrowing Base,” “Availability”, “Canadian Availability,” “U.S.
Availability” “European Availability” or any component definition thereof or similar term if as a result thereof the amounts available to be borrowed by any Borrowers would be increased, without the written consent of the
Supermajority Lenders, provided that the foregoing shall not limit the discretion of the Administrative Agents to change, establish or eliminate any Reserves without the consent of any Lenders, or (vii) affect the rights or duties of any
Letter of Credit Issuer under this Agreement or any Letter of Credit issued or to be issued by it unless in writing and signed by such Letter of Credit Issuer in addition to the Lenders otherwise required herein, or (viii) affect the rights or
duties of any Swingline Lender under this Agreement unless in writing and signed by such Swingline 

  
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Lender in addition to the Lenders otherwise required herein. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the affected Lenders and shall be
binding upon the Loan Parties, such Lenders, the Administrative Agents and all future holders of the affected Commitments or Loans. In the case of any waiver, the Borrowers, the Lenders and the Administrative Agents shall be restored to their former
positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, it being understood that no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereon. 
 Notwithstanding any of the foregoing, (i) the Administrative Agent, acting
in its sole reasonable discretion, and the Borrowers may (without the consent of any Lender) amend or supplement this Agreement and the other Loan Documents to cure any ambiguity, defect or inconsistency or to make a modification of a minor,
consistency or technical nature or to correct a manifest error and (ii) only the consent of the parties referenced in Section 2.16(d) and Section 2.16(e) shall be required to give effect to
any amendments to establish a Reallocated Additional Jurisdiction Revolving Facility pursuant to Section 2.16(d), establish Commitment Increases or Incremental Additional Jurisdiction Revolving Commitments pursuant to
Section 2.16. 
 Notwithstanding the foregoing, the Administrative Agent or the Collateral Agent and the relevant
Loan Party or Loan Parties may (without the consent of any Lender) enter into any amendment, modification, supplement or waiver of any Security Document to (i) effect the granting, perfection, protection, expansion or enhancement of any
security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties or (ii) comply with local law or advice of local counsel. 

The Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Parties on any Collateral shall be
automatically released (i) in the case of all Loan Parties, in full, upon payment in full of the Obligations under this Agreement (other than indemnification and other contingent obligations for which no claim has been asserted) and the
Termination Date with respect to all Facilities, (ii) upon the sale or other disposition of such Collateral (including as part of or in connection with any other sale or other disposition permitted hereunder) to any Person other than another
Loan Party to the extent such sale or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable
request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing
by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with this Section 12.1), (v) to the extent the property constituting such Collateral is owned by any (A) U.S.
Subsidiary Guarantor, upon the release of such U.S. Subsidiary Guarantors from its obligations under the U.S. Guarantee, (B) Canadian Guarantor, upon release of such Canadian Guarantor from its obligations under the Canadian Guarantee,
(C) European Subsidiary Borrower, upon release of such European Subsidiary Borrower from its obligations under the European Guarantee or (D) Non-Borrowing Base Foreign Guarantor, upon release of such
Non-Borrowing Base Foreign Guarantor from its obligations under the Non-Borrowing Base Guaranty Agreement (in each case as set forth below) and (viii) as required
to effect any sale or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents. In addition to the foregoing, the Collateral Agent, in its reasonable discretion and
without the prior written authorization of any Lender, may (i) release Liens granted to the Collateral Agent, for the benefit of the Secured Parties, on Collateral valued in an aggregate amount not in excess of $15,000,000 per fiscal year of
the U.S. Borrower and (ii) release any Lien on fee owned real property. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those
being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance
with the provisions of the Loan Documents. Additionally, the Lenders hereby irrevocably agree that the U.S. Subsidiary Guarantors, the Canadian Guarantors, the European Subsidiary Borrowers and the
Non-Borrowing Base Foreign Guarantors shall be released from their obligations hereunder, under the U.S. Guarantee, the Canadian Guarantee, the European Guarantee or the
Non-Borrowing Base Guaranty Agreement, as applicable, upon consummation of any transaction permitted under this agreement resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary. The Lenders
hereby authorize the Administrative Agents and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any U.S. Subsidiary Guarantor,
Canadian Guarantor, European Subsidiary Borrower, Non-Borrowing Base Foreign Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any
Lender. The Lenders and the other Secured Parties agree (including for purposes of Section 2.5(e) of the Intercreditor Agreement) that no fee owned real property shall be required to be subject to a Lien in favor of the Collateral Agent
pursuant to this Agreement. 

  
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 12.2. Notices. Unless otherwise expressly provided herein, all notices and other
communications provided for hereunder or under any other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic
mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: 

(a) if to the Borrowers, the Administrative Agents, the Swingline Lender, the Letter of Credit Issuers or the Collateral Agent,
to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 12.2 to this Agreement or to such other address, facsimile number, electronic mail address or telephone number as shall be
designated by such party in a notice to the other parties; and 
 (b) if to any other Lender, to the address, facsimile
number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the
Borrowers, the applicable Administrative Agent and the Collateral Agent. 
 All such notices and other communications shall be deemed to be given or made
upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, three
(3) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail, when delivered; provided that notices
and other communications to the applicable Administrative Agent or the Lenders pursuant to Sections 2.3, 2.6, 2.9 and 4.1 shall not be effective until received. 

12.3. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any Administrative Agent, the
Collateral Agent, Letter of Credit Issuer or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of 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. 
 12.4. Survival of Representations and Warranties. All representations and warranties made
hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Revolving Loans hereunder. 

12.5. Payment of Expenses. The Borrowers agree (a) to pay or reimburse the Agents and the Other Representatives for (1) all
their reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the syndication of the Facilities and the development, preparation,
execution and delivery of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, (ii) the consummation and administration of the
transactions (including the syndication of the Facilities) contemplated hereby and thereby and (iii) efforts to monitor the Facilities (including the reasonable and documented fees and costs for appraisals and field examinations to the extent
required by Section 8.2 and the preparation of reports related thereto in each calendar year) and verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Collateral, and
(2) the reasonable and documented fees and disbursements of one firm of counsel solely in its capacity as counsel to the Agents (plus one additional firm of counsel in Canada and in any other jurisdiction where a borrower under a European
Revolving Facility is organized), and such other special or local counsel, consultants, advisors, appraisers and auditors whose retention (other than during the continuance of an Event of Default) is approved by the U.S. Borrower, (b) to pay or
reimburse each Lender, each Lead Arranger, each Letter of Credit Issuer and the Agents for all their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan
Documents and any other documents prepared in connection herewith or therewith, including the fees and disbursements 

  
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of counsel to the Agents and the Lenders, (c) to pay, indemnify, or reimburse each Lender, each Lead Arranger, each Letter of Credit Issuer and the Agents for, and hold each Lender, each
Lead Arranger, each Letter of Credit Issuer and the Agents harmless from, any and all recording and filing fees, which may be payable or determined to be payable in connection with the execution, delivery or enforcement of, or consummation or
administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay,
indemnify or reimburse each Lender, each Lead Arranger, each Agent (and any sub-agent thereof), each Letter of Credit Issuer and each Related Party of any of the foregoing Persons (each, an
“Indemnitee”) for, and hold each Indemnitee harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever (in the case of fees and disbursements of counsel, limited to one firm of counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnitees (and, in the case of an
actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the U.S. Borrower of such conflict and thereafter, after receipt of the U.S. Borrower’s consent (which shall not be unreasonably withheld), retains
its own counsel, of another firm of counsel for such affected Indemnitee) arising out of or relating to any actual or prospective claim, litigation, investigation or proceeding, whether based on contract, tort or any other theory, brought by a third
party or by any Borrower or any other Loan Party and regardless of whether any Indemnitee is a party thereto, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any
such other documents, including any of the foregoing relating to the use of proceeds of the Loans or Letters of Credit, the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the U.S. Borrower
or any of its Restricted Subsidiaries or any of the property of the U.S. Borrower or any of its Restricted Subsidiaries, (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided that the
Borrowers shall not have any obligation hereunder to any Lead Arranger, any Other Representative, any Agent (or any sub-agent thereof), any Letter of Credit Issuer or any Lender (or any Related Party of any
such Lead Arranger, Other Representative, Agent (or any sub-agent thereof), Letter of Credit Issuer or Lender) with respect to Indemnified Liabilities arising from (i) the gross negligence, bad faith or
willful misconduct of such Lead Arranger, Other Representative, Agent (or any sub-agent thereof), Letter of Credit Issuer or Lender (or any Related Party of such Lead Arranger, Other Representative, Agent (or
any sub-agent thereof), Letter of Credit Issuer or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable
decision, (ii) a material breach of the Loan Documents by such Lead Arranger, Other Representative, Agent (or any sub-agent thereof), Letter of Credit Issuer or Lender (or any Related Party of such Lead
Arranger, Other Representative, Agent (or any sub-agent thereof), Letter of Credit Issuer or Lender), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable decision or (iii) claims against such Indemnitee or any Related Party brought by any other Indemnitee that do not involve claims arising from the actions of any Loan Party or claims against any
Lead Arranger, Other Representative, Letter of Credit Issuer or Agent in its capacity as such. Neither the Borrowers nor any Indemnitee shall be liable for any indirect, special, punitive or consequential damages hereunder; provided that
nothing contained in this sentence shall limit the Borrowers’ indemnity or reimbursement obligations under this Section 12.5 to the extent such indirect, special, punitive or consequential damages are included in any
third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. All amounts due under this Section 12.5 shall be payable not later than 30 days after written demand therefor. Statements
reflecting amounts payable by the Loan Parties pursuant to this Section 12.5 shall be submitted to the address of the U.S. Borrower set forth in Section 12.2, or to such other Person or address as
may be hereafter designated by the U.S. Borrower in a notice to the U.S. Administrative Agent. Notwithstanding the foregoing, this Section 12.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages,
etc. arising from any non-Tax claim. The agreements in this Section 12.5 shall survive repayment of the Loans and all other amounts payable hereunder. 

12.6. Successors and Assigns; Participations and Assignments. 

(a) 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 (i) except as expressly permitted by Section 9.3, no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the
applicable Administrative Agent and each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder
except in accordance with this Section 12.6. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby, Participants (to the extent provided in clause (c) of this Section 12.6) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agents, the Collateral Agent and the
Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

  
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 (b) (i) Subject to the conditions set forth in clause (b)(ii) below, 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 Commitments and the Loans at the time owing to it and other participations in extensions of credit
thereunder) with the prior written consent (such consent not be unreasonably withheld or delayed; it being understood that, without limitation, the U.S. Borrower shall have the right to withhold or delay its consent to any assignment if, in order
for such assignment to comply with applicable law, any Borrower would be required to obtain the consent of, or make any filing or registration with, any Governmental Authority) of: 

(A) the U.S. Borrower (which consent shall not be unreasonably withheld or delayed), provided that no consent of the
U.S. Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender (unless increased costs including payments under Section 2.11, 2.12 or 4.5 would result therefrom unless an Event of
Default under Section 10.1 or Section 10.5 has occurred and is continuing), an Approved Fund or, if an Event of Default under Section 10.1 or
Section 10.5 has occurred and is continuing, any other assignee; provided, further, that consent to an assignment by the Borrowers shall be deemed to have been given if the U.S. Borrower does not expressly
withhold consent thereto within 10 Business Days of a Lender requesting in writing such consent from the Borrowers; and 

(B) the applicable Administrative Agent (which consent shall not be unreasonably withheld or delayed). 

Notwithstanding the foregoing, no such assignment shall be made to (i) the U.S. Borrower or any of its Affiliates, (ii) a Defaulting Lender or
(iii) a natural person. 
 (ii) Assignments shall be subject to the following additional conditions: 

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the
entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with
respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000, and increments of $1,000,000 in excess thereof or, unless each of the U.S. Borrower and the applicable Administrative Agent otherwise consents
(which consents shall not be unreasonably withheld or delayed), provided that no such consent of the U.S. Borrower shall be required if a Default or an Event of Default under Section 10.1 or
Section 10.5 has occurred and is continuing; provided, further, that contemporaneous assignments to a single assignee made by Affiliates of Lenders and related Approved Funds shall be aggregated for purposes
of meeting the minimum assignment amount requirements stated above; 
 (B) 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, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning
Lender’s rights and obligations in respect of one Class of Commitments or Loans; 
 (C) the parties to each
assignment shall execute and deliver to the applicable Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee in the amount of $3,500; provided that an Administrative Agent may, in its sole
discretion, elect to waive such processing and recordation fee in the case of any assignment; 
 (D) the assignee, if it
shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in a form approved by the Administrative Agent (the “Administrative Questionnaire”); and 

  
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 (E) no assignment shall be effective unless and until such assignment is
recorded in the Register. 
 (iii) Subject to acceptance and recording thereof pursuant to clause (b)(iv) of this
Section 12.6, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance,
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 Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.11,
2.12, 4.5 and 12.5); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder
arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.6 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 clause (c) of this Section 12.6. 

(iv) Each Administrative Agent, acting for this purpose as an agent of the applicable Borrowers, shall maintain at the Administrative
Agent’s Office a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal and interest amounts of the Loans and fees owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”). Further, each Register shall contain the name and address of the applicable Administrative Agent and the lending office through which each such Person acts
under this Agreement. The entries in the Register shall be conclusive absent manifest error, and the Borrowers, each Administrative Agent, the Collateral 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 Borrowers, the Collateral Agent and any Lender, at any reasonable time and
from time to time upon reasonable prior notice. The parties intend that all Loans shall at all times be 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). 
 (v) Upon its receipt of a duly
completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to
in clause (b) of this Section 12.6 and any written consent to such assignment required by clause (b) of this Section 12.6, the applicable Administrative Agent shall accept such Assignment
and Acceptance and record the information contained therein in the Register. 
 (c) (i) Any Lender may, without the consent of any
Borrower or any Administrative Agent, sell participations to one or more banks or other entities (each, a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a
portion of its Commitments), provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations and (C) the Borrowers, the Administrative Agent and the other Lenders 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 to approve any amendment, modification or waiver of any provision of this Agreement or any
other Loan Document, provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i) of the proviso to
Section 12.1 that affects such Participant. Subject to clause (c)(ii) of this Section 12.6, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.11, 2.12 and 4.5 (subject to the
requirements and limitations of those Sections (it being understood that any tax documentation required by Section 4.5 shall be delivered solely to the participating Lender)) and had acquired its interest by assignment pursuant to clause
(b) of this Section 12.6. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.8(b) (subject to the requirements and limitations of the Section). Each Lender that sells participation
shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal 

  
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and interest amount of each Participant’s interest in the Revolving Loans held by it (the “Participant Register”). The entries in the Participant Register shall be
conclusive, absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such Revolving Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement
notwithstanding any notice to the contrary. 
 (ii) A Participant shall not be entitled to receive any greater payment under
Section 2.11, 2.12 or 4.5 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant except to the extent that the entitlement to any greater
payment results from any Change in Law after the Participant becomes a Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent (which consent shall not be unreasonably withheld).

 (d) Any Lender may, without the consent of any Borrower or the Administrative Agent, at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other “central” bank, and this
Section 12.6 shall not apply to any such pledge or assignment of a security interest, provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto. In order to facilitate such pledge or assignment, the Borrowers hereby agree that, upon request of any Lender at any time and from time to time after any Borrower has made
its initial borrowing hereunder, each Borrower shall provide to such Lender, at such Borrower’s own expense, a promissory note, in form reasonably satisfactory to the Administrative Agent and the U.S. Borrower, evidencing the Loans owing to
such Lender. 
 (e) If the Borrowers wish to replace all of the Loans or Commitments hereunder with ones having different terms, they shall
have the option, with the consent of the Administrative Agents and subject to any required prepayment notice to the Lenders, instead of prepaying the Loans or reducing or terminating the Commitments, to require the Lenders to assign all of the Loans
and Commitments to the applicable Administrative Agent or its designees. Pursuant to any such assignment, all Loans and Commitments shall be purchased at par, accompanied by payment of any accrued interest thereon and any amounts owing pursuant to
Section 2.11. By receiving such purchase price, the Lenders shall automatically be deemed to have assigned all of the Loans and Commitments pursuant to the terms of an Assignment and Acceptance, and accordingly no other
action by such Lenders shall be required in connection therewith. The provisions of this paragraph are intended to facilitate the maintenance of the perfection and priority of existing security interests in the Collateral during any such
replacement. 
 (f) Subject to Section 12.16, the Borrowers authorize each Lender to disclose to any Transferee
and any prospective Transferee any and all financial information in such Lender’s possession concerning a Borrower and its Affiliates that has been delivered to such Lender by or on behalf of such Borrower and its Affiliates pursuant to this
Agreement or that has been delivered to such Lender by or on behalf of such Borrower and its Affiliates in connection with such Lender’s credit evaluation of such Borrower and its Affiliates prior to becoming a party to this Agreement. 

(g) This Agreement, any other Loan Document and any other Communication, including Communications required to be in writing, may be in the
form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties and each of the Administrative Agent and each Lender Party agrees that any Electronic Signature on or associated with this Agreement, any Loan
Document and any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Loan Document or Communication entered into by Electronic Signature, will constitute the legal, valid and
binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Loan Document or Communication may be executed in as many
counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Loan Document Communication. For the avoidance of doubt, the authorization under this paragraph may include,
without limitation, use or acceptance of a manually signed paper Loan Document or Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Loan Document or Communication converted
into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Lender Parties may, at its option, create one or more copies of any Loan Document or Communication in the form of an imaged Electronic Record
(“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. 

  
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All Loan Documents and Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect,
validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, no Administrative Agent, Letter of Credit Issuer or Swing Line Lender is under any obligation to accept an Electronic Signature in any form or
in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent any Administrative Agent, Letter of Credit Issuer and/or Swingline
Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of Lender, Letter of Credit Issuer and Swingline Lender shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any
Loan Party and/or any Lender, Letter of Credit Issuer and Swingline Lender without further verification and (b) upon the request of the Administrative Agent or any Lender, Letter of Credit Issuer and Swingline Lender, any Electronic
Signature shall be promptly followed by such manually executed counterpart. 
 Each of the Loan Parties and each Lender, Letter of Credit
Issuer and Swingline Lender hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement,
such other Loan Document, and (ii) waives any claim against the Administrative Agent, each Lender Party and each Related Party any liabilities arising solely from the Administrative Agent’s and/or any Lender, Letter of Credit Issuer or
Swingline Lender’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery or transmission
of any Electronic Signature. 
 (h) The Canadian Administrative Agent, the Canadian Letter of Credit Issuer, the Canadian Swingline Lenders
and the Canadian Revolving Lenders each represent and warrant that it is a Qualified Canadian Lender as of the Second Restatement Effective Date (it being understood and agreed that, notwithstanding the foregoing, HSBC Bank USA, National Association
shall constitute a Canadian Revolving Lender hereunder and it is not resident in Canada and is not deemed to be resident in Canada for purposes of the Income Tax Act (Canada) and deals at arm’s length with each Canadian Loan Party for
purposes of the Income Tax Act (Canada)). 
 (i) (A) Where at any time an interest (including a participation) in a Canadian Obligation
becomes held by a Lender or other Person that is not a Qualified Canadian Lender including, for the avoidance of doubt, by reason of the holder of any interest or participation in a Canadian Obligation ceasing to be a Qualified Canadian Lender, the
Canadian Administrative Agent shall forthwith deliver to the Canadian Borrower a notice in writing stating that an interest in such Canadian Obligation is held by a Person that is not a Qualified Canadian Lender and the jurisdiction of residence for
tax purposes of such Lender. Such notice shall be delivered to the Canadian Borrower no later than 5 Business Days prior to the date on which the Canadian Borrower is first obligated to make a payment in respect of the Canadian Obligation for the
benefit of a Person who is not a Qualified Canadian Lender. 
 (B) Where at any time the interest (including a participation) of a Lender or
Person described in Section 12.6(b)(i)(A) changes, the Canadian Administrative Agent shall forthwith deliver to the Canadian Borrower an additional notice in writing stating whether an interest in such Canadian Obligation
is held by a Person that is not a Qualified Canadian Lender and the jurisdiction of residence for tax purposes of such Lender. Such notice shall be delivered to the Canadian Borrower no later than 5 Business Days prior to the date on which the
Canadian Borrower is first obligated to make a payment in respect of the Canadian Obligation for the benefit of a Person who is not a Qualified Canadian Lender. 

(j) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective
unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate
(which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Administrative Agent, the applicable pro rata share of
Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to
the Administrative Agent, the Letter of Credit Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline
Loans in accordance with its applicable percentage of the Revolving Commitments of the applicable class. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become
effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. 

  
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 12.7. Replacements of Lenders Under Certain Circumstances. 

(a) The Borrowers shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to
Section 2.11 or 4.5, (b) is affected in the manner described in Section 2.11(a)(iv) and as a result thereof any of the actions described in such Section is required to be taken or
(c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be
continuing at the time of such replacement, (iii) the Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to
Section 2.11, 2.12 or 4.5, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and
conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.6
(provided that the applicable Borrowers shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrowers, any
Administrative Agent or any other Lender shall have against the replaced Lender. 
 (b) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination that pursuant to the terms of Section 12.1 requires the consent of all of
the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then provided no Event of Default then exists, the Borrowers shall have the right (unless such
Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to
assign its Loans and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent, provided that: (a) all Obligations of the Borrowers due and payable to such
Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, and (b) the replacement Lender shall
purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment, the Borrowers, the
Administrative Agents, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 12.6; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Acceptance shall not impair the validity of the removal of such Non-Consenting Lender and the mandatory
assignment of such Non-Consenting Lender’s Commitments and outstanding Loans and participations in Letter of Credit Obligations and Swingline Loans pursuant to this Section 12.7
shall nevertheless be effective without the execution by such Non-Consenting Lender of an Assignment and Acceptance and shall be recorded in the Register. 

12.8. Adjustments; Set-off. 

(a) If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest
thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 10.5, or otherwise), in a greater proportion
than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such
portion of each such other Lender’s Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of
such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and
the purchase price and benefits returned, to the extent of such recovery, but without interest. 
 (b) After the occurrence and during the
continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to any Borrower, any such notice being expressly waived by each Borrower to the extent
permitted by applicable law, upon any amount becoming due and payable by any Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such
amount any and all deposits (general or special, time 

  
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or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of such Borrower. Each Lender agrees promptly to notify such Borrower (and the U.S. Borrower, if other) and the Administrative
Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and
application; provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in
accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the
Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of
each Lender, the Letter of Credit Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Letter of Credit Issuer or their respective Affiliates
may have. Each Lender and the Letter of Credit Issuer agrees to notify the Borrowers 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. 
 12.9. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on
any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all
the parties shall be lodged with the Borrowers and the Administrative Agent. 
 12.10. Severability. Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
 12.11.
Integration. This Agreement and the other Loan Documents represent the agreement of the Borrowers, the Collateral Agent, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by any Borrower, the Administrative Agent, the Collateral Agent nor any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents. 

12.12. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT IF THE LAWS OF ANY JURISDICTION OTHER THAN NEW YORK SHALL GOVERN IN REGARD TO THE VALIDITY, PERFECTION OR EFFECT OF PERFECTION OF ANY LIEN OR IN
REGARD TO PROCEDURAL MATTERS AFFECTING ENFORCEMENT OF ANY LIENS IN COLLATERAL, SUCH LAWS OF SUCH OTHER JURISDICTIONS SHALL CONTINUE TO APPLY TO THAT EXTENT. 

12.13. Submission to Jurisdiction; Waivers. Each Borrower irrevocably and unconditionally: 

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan
Documents to which it is a party (other than the Dutch Security Documents and the Belgian Security Documents), or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of
New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; provided that nothing in this Agreement or in any other Loan Document shall affect any right that any
Agent, any Lender or any Letter of Credit 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 their respective properties in the courts of
any jurisdiction; 
 (b) consents that any such action or proceeding may be brought in such courts and waives any objection
that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 

  
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 (c) agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address set forth on Schedule 12.2 to this Agreement at such other address of which the
Administrative Agent shall have been notified pursuant to Section 12.2 to this Agreement; 
 (d)
agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; 

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or
proceeding referred to in this Section 12.13 any special, exemplary, punitive or consequential damages; and 

(f) acknowledges and accepts that, if a party is represented by an attorney in connection with the signing and/or execution of
this Agreement or any other agreement, deed or document referred to in this Agreement or made pursuant to this Agreement, and the power of attorney is governed by the laws of the Netherlands, that the existence and extent of the attorney’s
authority and the effects of the attorney’s exercise or purported exercise of its authority shall be governed by the laws of the Netherlands. 

The Loan Parties designate the U.S. Borrower as process agent (the “Process Agent”). Service may be made by mailing (by
registered or certified mail, postage prepaid) or delivering a copy of such process to such Person in care of the Process Agent at the Process Agent’s above address, and such Person hereby irrevocably authorizes and directs the Process Agent to
accept such service on its behalf. As an alternative method of service, each Borrower irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of
copies of such process to the Process Agent or such Person at its address specified in Section 12.2. Each Borrower 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. 
 For the avoidance of doubt, the designation by a
Belgian Borrower of the Process Agent to receive service of process constitutes an election of domicile within the meaning of Article 111 of the old Belgian Civil Code. 

12.14. Acknowledgments. The Borrowers hereby acknowledge that: 

(a) they have been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan
Documents; 
 (b) neither any Agent nor any Other Representative or Lender has any fiduciary relationship with or duty to the
Borrowers arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Agents, Other Representatives and Lenders, on the one hand, and the U.S. Borrower, on the other hand, in connection
herewith or therewith is solely that of creditor and debtor; 
 (c) no joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions contemplated hereby and thereby among the Lenders or among the Borrowers and the Lenders; and 

(d) the Agents, the Other Representatives, the Lenders, and their respective Affiliates may be engaged in a broad range of
transactions that involve interests that differ from those of the Borrowers and their respective Affiliates, and none of the Agents, Other Representatives or the Lenders has any obligation to disclose any of such interests to the Borrowers or
their respective Affiliates 

  
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 12.15. WAIVERS OF JURY TRIAL. EACH BORROWER, EACH AGENT AND EACH LENDER HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 

12.16. Confidentiality. 

(a) Each Agent, each Letter of Credit Issuer and each Lender agrees to keep confidential any information (a) provided to it by or on
behalf of the U.S. Borrower or any of its Subsidiaries pursuant to or in connection with the Loan Documents or (b) obtained by such Lender based on a review of the books and records of the U.S. Borrower or any of its Subsidiaries;
provided that nothing herein shall prevent any Agent, Lender or Letter of Credit Issuer from disclosing any such information (i) to any Agent, any Other Representative, any Letter of Credit Issuer or any other Lender, (ii) to any
Transferee, or prospective Transferee or any creditor or any actual or prospective counterparty (or its advisors) to any swap or derivative or other risk protection transaction relating to any Borrower and its obligations which agrees to comply with
the provisions of this Section 12.16 pursuant to a written instrument (or electronically recorded agreement from any Person listed above in this clause (ii), in respect to any electronic information (whether posted or
otherwise distributed on any Platform)) for the benefit of such Borrower (it being understood that each relevant Agent, Lender or Letter of Credit Issuer shall be solely responsible for obtaining such instrument (or such electronically recorded
agreement)), (iii) to its Affiliates and the employees, officers, partners, directors, agents, attorneys, accountants and other professional advisors of it and its Affiliates, provided that such Agent, Lender or Letter of Credit Issuer shall
inform each such Person of the agreement under this Section 12.16 and take reasonable actions to cause compliance by any such Person referred to in this clause (iii) with this agreement (including, where appropriate,
to cause any such Person to acknowledge its agreement to be bound by the agreement under this Section 12.16), (iv) upon the request or demand of any Governmental Authority having jurisdiction over such Agent, Letter of
Credit Issuer or Lender or its affiliates or to the extent required in response to any order of any court or other Governmental Authority or as shall otherwise be required pursuant to any Requirement of Law, provided that, other than with
respect to any disclosure to any bank regulatory authority, such Agent, Letter of Credit Issuer or Lender shall, unless prohibited by any Requirement of Law, notify the U.S. Borrower of any disclosure pursuant to this clause (iv) as far in
advance as is reasonably practicable under such circumstances, (v) which has been publicly disclosed other than in breach of this Agreement, (vi) in connection with the exercise of any remedy hereunder, under any Loan Document or under any
Secured Cash Management Agreement or Secured Hedge Agreement, (vii) in connection with periodic regulatory examinations and reviews conducted by the National Association of Insurance Commissioners or any Governmental Authority having
jurisdiction over such Agent, Letter of Credit Issuer or Lender or its affiliates (to the extent applicable), (viii) in connection with any litigation to which such Agent, Letter of Credit Issuer or Lender (or, with respect to any Secured Cash
Management Agreement or Secured Hedge Agreement, any Secured Party party thereto) may be a party subject to the proviso in clause (iv) above, (ix) with U.S. Borrower’s consent and (x) if, prior to such information having been so
provided or obtained, such information was already in an Agent’s, Letter of Credit Issuer’s or a Lender’s possession on a non-confidential basis without a duty of confidentiality to the U.S.
Borrower being violated. Notwithstanding any other provision of this Agreement, any other Loan Document or any Assignment and Acceptance, the provisions of this Section 12.16 shall survive with respect to each Agent, Letter
of Credit Issuer and Lender until the second anniversary of such Agent or Lender ceasing to be an Agent, Letter of Credit Issuer or a Lender, respectively. In addition, the Administrative Agent may provide information regarding the Facilities to
serve providers providing administrative and ministerial services solely in connection with the syndication and administration of the Facilities on a confidential basis; provided that, except with respect to information which has been
publicly disclosed other than in breach of this Agreement, the Administrative Agent shall inform each such Person of the agreement under this Section 12.16 and take reasonable actions to cause compliance by any such Person
with this agreement (including, where appropriate, to cause any such Person to acknowledge its agreement to be bound by the agreement under this Section 12.16). In addition, the Agents and the Lenders may disclose the
existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this
Agreement, the other Loan Documents, and the Commitments. 

  
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 (b) Each Lender acknowledges that any such information referred to in
Section 12.16(a), and any information (including requests for waivers and amendments) furnished by the U.S. Borrower or the Administrative Agent pursuant to or in connection with this Agreement and the other Loan Documents,
may include material non-public information concerning the U.S. Borrower, the other Loan Parties and their respective Affiliates or their respective securities. Each Lender represents and confirms that such
Lender has developed compliance procedures regarding the use of material non-public information; that such Lender will handle such material non-public information in
accordance with those procedures and applicable law, including United States federal and state securities laws; and that such Lender has identified to the Administrative Agent a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law. 
 12.17.
Direct Website Communications. 
 (a) Any Borrower may, at its option, provide to the Administrative Agent any information, documents
and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other
information materials, but excluding any such communication that (A) relates to a request for a new, or a conversion of an existing, borrowing or other extension of credit (including any election of an interest rate or interest period relating
thereto), (B) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (C) provides notice of any default or event of default under this Agreement or (D) is required to be
delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit thereunder (all such non-excluded communications being referred to herein
collectively as “Communications”), by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent to the Administrative Agent at
https://clients.bankofamericabusinesscapital.com. Nothing in this Section 12.17 shall prejudice the right of the Borrowers, the Administrative Agent or any Lender to give any notice or other communication pursuant to any
Loan Document in any other manner specified in such Loan Document. 
 (b) The Administrative Agent agrees that the receipt of the
Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each
Lender agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each
Lender agrees (A) to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by
electronic transmission and (B) that the foregoing notice may be sent to such e-mail address. 

(c) The Borrowers hereby acknowledge that (a) the Administrative Agent and/or the other Agents will make available to the Lenders
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
Borrowers or their securities) (each, a “Public Lender”). Each of the Borrowers hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that do not contain any material non-public information and that may be distributed to the Public Lenders and that (x) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean
that the word “PUBLIC” shall appear prominently on the first page thereof and (y) by marking Borrower Materials “PUBLIC,” such Borrower shall be deemed to have authorized the Administrative Agent and the other Agents to make
such Borrower Materials available through a portion of the Platform designated “Public Investor.” Notwithstanding the foregoing or any other provision of this Agreement to the contrary, neither any Borrower nor any of its Related Parties
shall be liable, or responsible in any manner, for the use by any Agent, any Lender, any Participant or any of their Related Parties of the Borrower Materials. In addition, it is agreed that (i) to the extent any Borrower Materials constitute
confidential information, they shall be subject to the confidentiality provisions of Section 12.16 and (ii) the Borrowers shall be under no obligation to designate any Borrower Materials as “PUBLIC.” 

(d) 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 

  
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ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY
RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent
Parties” and each, an “Agent Party”) have any liability to any Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out
of any Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the internet, except to the extent the liability of any Agent Party resulted from such Agent Party’s (or any of its Related Parties’)
gross negligence, bad faith or willful misconduct or material breach of the Loan Documents. 
 12.18. USA PATRIOT Act. Each Lender
hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and all applicable amendments thereto (the
“Patriot Act”) and the Proceeds of Crime Act, it is required to obtain, verify and record information that identifies each Borrower, which information includes, but is not limited to, the name and address of the Borrowers and other
information that will allow such Lender to identify the Borrowers in accordance with the Patriot Act and the Proceeds of Crime Act. 
 Each
Loan Party acknowledges that, pursuant to the Patriot Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder,
“AML Legislation”), the Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing offers, direct or indirect shareholders or other Persons in
control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or any
prospective assignee or participant of a Lender, any Letter of Credit Issuer or any Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. 

If the Administrative Agents have ascertained the identity of any Loan Party or any authorize signatories of the Loan Parties for the purposes
of applicable AML Legislation, then the Administrative Agents: 
 (i) shall be deemed to have done so as an agent for each
Lender, and this Agreement shall constitute a “written agreement” in such regard between each Lender and the applicable Administrative Agent within the meaning of the applicable AML Legislation; and 

(ii) shall provide to each Lender copies of all information obtained in such regard without any representation or warranty as
to its accuracy or completeness. 
 Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that
neither the Administrative Agents nor any other Agent has any obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any
information it obtains from any Loan Party or any such authorized signatory in doing so. 
 12.19. Judgment Currency. If, for the
purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the each Borrower in respect of any such sum due from it to the
Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the
applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency,
the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative
Agent from any Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the
amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to such Borrower (or to any other Person who may be
entitled thereto under applicable law). 

  
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 12.20. Intercreditor Agreement. The Loan Parties and the Secured Parties (to the
extent a party hereto) acknowledge that the exercise of certain of the Collateral Agent’s and the Administrative Agent’s rights and remedies hereunder may be subject to, and restricted by, the provisions of the Intercreditor Agreement.
Except as specified herein, nothing contained in the Intercreditor Agreement shall be deemed to modify any of the provisions of this Agreement and the other Loan Documents, which, as among the Loan Parties and the Secured Parties shall remain in
full force and effect. 
 12.21. Agency of the European Parent Borrower for Each Other European Borrower. Each of the European
Subsidiary Borrowers irrevocably appoints the European Parent Borrower as its agent for all purposes relevant to this Agreement, including the giving and receipt of notices and execution and delivery of all documents, instruments, and certificates
contemplated herein (including, without limitation, execution and delivery to the Administrative Agents of Borrowing Base Certificates and Notices of Borrowing) and all modifications hereto. Any acknowledgment, consent, direction, certification, or
other action which might otherwise be valid or effective only if given or taken by all or any of the European Borrowers or acting singly, shall be valid and effective if given or taken only by the European Parent Borrower, whether or not any of the
other European Borrowers join therein, and the Administrative Agents and the Lenders shall have no duty or obligation to make further inquiry with respect to the authority of the European Parent Borrower under this
Section 12.21; provided that nothing in this Section 12.21 shall limit the effectiveness of, or the right of the Agents and the Lenders to rely upon, any notice (including without limitation
a Notice of Borrowing), document, instrument, certificate, acknowledgment, consent, direction, certification or other action delivered by any European Borrower pursuant to this Agreement. 

12.22. Eligible Contract Participants. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event
that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended, at the time (i) any transaction is entered into under a Hedge Agreement or
(ii) such Guarantor becomes a Loan Party hereunder, the Obligations of such Guarantor shall not include, only to the extent and for so long as the Obligations of such Guarantor shall be prohibited from including such transactions under the
Commodity Exchange Act, (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions outstanding under any Hedge Agreements as of the date such Guarantor becomes a Guarantor
hereunder. 
 12.23. Keepwell. The U.S. Borrower hereby absolutely, unconditionally and irrevocably undertakes to provide such funds
or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in
each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such the U.S. Borrower’s obligations and undertakings under this Section 12.23 voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount) and without limitation of the foregoing, the U.S. Borrower hereby absolutely, unconditionally and irrevocably guarantees the payment and performance by each
Specified Loan Party of its obligations under the Loan Documents with respect to all Swap Obligations. The obligations and undertakings of the U.S. Borrower under this Section 12.23 shall remain in full force and effect
until the Obligations have been indefeasibly paid and performed in full. The U.S. Borrower intends this Section 12.23 to constitute, and this Section 12.23 shall be deemed to constitute, a
guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 

12.24. Acknowledgement and Consent to Bail-In of Affected Financial Institutions.
Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution
arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

  
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 (a) the application of any Write-Down and Conversion Powers by the
applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and 

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

 (i) a reduction in full or in part or cancellation of any such liability; 

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected
Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any
such liability under this Agreement or any other Loan Document; or 
 (iii) the variation of the terms of such liability in
connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. 
 12.25. Notification of
Dutch Pledge over Intercompany Receivables. The Collateral Agent hereby notifies each Loan Party of the pledge created by Univar Netherlands Holding B.V. (the “Pledgor”), pursuant to the Dutch Security Agreement, over all
present and future rights of the Pledgor against any Loan Party “Intercompany Receivables”). Each Loan Party is deemed to acknowledge and confirm (i) that it has received notification of the pledge in favor of the
Collateral Agent over the Intercompany Receivables owed by it to the Pledgor, and (ii) it consents to the pledge over the Intercompany Receivables it owes from time to time to the Pledgor. 

12.26. Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or
otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with
respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder,
the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed
by the laws of the State of New York and/or of the United States or any other state of the United States): 
 (a) In the
event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support
(and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the
transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United
States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any
QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents
were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the
rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. 
 (b) As used in this
Section 12.26, the following terms have the following meanings: 
 “BHC Act
Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. 

  
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 “Covered Entity” shall mean any of the following:
(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). 

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12
C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. 
 “QFC” has the meaning assigned to the term
“qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D) 
 12.27. Non-Lender Secured Parties. 
 (a) Rights to Collateral. 

(i) The Non-Lender Secured Parties shall not have any right whatsoever to do any of the
following: (i) exercise any rights or remedies with respect to the Collateral or to direct the Collateral Agent to do the same, including, without limitation, the right to (A) enforce any Liens or sell or otherwise foreclose on any portion
of the Collateral, (B) request any action, institute any proceedings, exercise any voting rights, give any instructions, make any election, notify account debtors or make collections with respect to all or any portion of the Collateral or
(C) release any Loan Party from its obligations under this Agreement or any other Loan Document or any or release any Collateral from the Liens of any Security Document or consent to or otherwise approve any such release; (ii) demand,
accept or obtain any Lien on any Collateral (except for Liens arising under, and subject to the terms of, the applicable Security Document); (iii) vote in any bankruptcy case or similar proceeding in respect of the U.S. Borrower or any of its
Subsidiaries (any such proceeding, for purposes of this clause (a), a “Bankruptcy”) with respect to, or take any other actions concerning the Collateral; (iv) receive any proceeds from any sale, transfer or other disposition of any of
the Collateral (except in accordance with this Agreement and the Security Documents); (v) oppose any sale, transfer or other disposition of the Collateral; (vi) object to any
debtor-in-possession financing in any Bankruptcy which is provided by one or more Lenders among others (including on a priming basis under Section 364(d) of the
Bankruptcy Code); (vii) object to the use of cash collateral in respect of the Collateral in any Bankruptcy; or (viii) seek, or object to the Lenders or Agents seeking on an equal and ratable basis, any adequate protection or relief from the
automatic stay with respect to the Collateral in any Bankruptcy. 
 (ii) Each
Non-Lender Secured Party, by its acceptance of the benefits of this Agreement and the Security Documents, agrees that in exercising rights and remedies with respect to the Collateral, the Collateral Agent and
the Lenders, with the consent of the Collateral Agent, may enforce the provisions of the Security Documents and exercise remedies thereunder and under any other Loan Documents (or refrain from enforcing rights and exercising remedies), all in such
order and in such manner as they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to collect, sell, dispose of or otherwise realize upon all or any part of the
Collateral, to incur expenses in connection with such collection, sale, disposition or other realization and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code (as defined in the U.S. Security Agreement) as
in effect from time to time in any applicable jurisdiction. The Non-Lender Secured Parties by their acceptance of the benefits of this Agreement and the Security Documents hereby agree not to contest or
otherwise challenge any such collection, sale, disposition or other realization of or upon all or any of the Collateral. Whether or not a Bankruptcy has been commenced, the Non-Lender Secured Parties shall be
deemed to have consented to any sale or other disposition of any property, business or assets of the U.S. Borrower or any of its Subsidiaries and the release of any or all of the Collateral from the Liens of any Security Document in connection
therewith. 
 (iii) Notwithstanding any provision of this Section 12.27, the Non-Lender Secured Parties shall be entitled subject to the Intercreditor Agreement and any other intercreditor agreement that may be entered into in the future by the Collateral Agent and one or more Additional
Agents (as defined in the Intercreditor Agreement) and acknowledged by the Loan Parties to file any necessary responsive or defensive 

  
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pleadings in opposition to any motion, claim, adversary proceeding or other pleadings (A) in order to prevent any Person from seeking to foreclose on the Collateral or supersede the Non-Lender Secured Parties’ claim thereto or (B) in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of
the claims of the Non-Lender Secured Parties. Each Non-Lender Secured Party, by its acceptance of the benefits of this Agreement, agrees to be bound by and to comply
with each applicable Intercreditor Agreement and authorizes the Collateral Agent to enter into the Intercreditor Agreement and any other intercreditor agreement that may be entered into in the future by the Collateral Agent and one or more
Additional Agents (as defined in the Intercreditor Agreement) and acknowledged by the Loan Parties on its behalf. 
 (iv)
Each Non-Lender Secured Party, by its acceptance of the benefits of this Agreement, agrees that the Collateral Agent and the Lenders may deal with the Collateral, including any exchange, taking or release of
Collateral, may change or increase the amount of the Obligations and, and may release any Loan Party from its Obligations hereunder or under the applicable Security Document, all without any liability or obligation (except as may be otherwise
expressly provided herein) to the Non-Lender Secured Parties. 
 (b) Appointment of Agent.
Each Non-Lender Secured Party, by its acceptance of the benefits of this Agreement and the Security Documents, shall be deemed irrevocably to make, constitute and appoint the Collateral Agent, as agent under
this Agreement (and all officers, employees or agents designated by the Collateral Agent) as such Person’s true and lawful agent and attorney-in-fact, and in such
capacity, the Collateral Agent shall have the right, with power of substitution for the Non-Lender Secured Parties and in each such Person’s name or otherwise, to effectuate any sale, transfer or other
disposition of the Collateral. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Non-Lender Secured Parties for the purposes set forth herein is coupled with an interest and is irrevocable. It is understood and agreed that the Collateral Agent has appointed the Administrative Agent as its agent
for purposes of perfecting certain of the security interests created under the Security Documents and for otherwise carrying out certain of its obligations hereunder. 

(c) Waiver of Claims. To the maximum extent permitted by law, each Non-Lender Secured Party
waives any claim it might have against the Collateral Agent or the Lenders with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Collateral Agent
or the Lenders or their respective directors, officers, employees or agents with respect to any exercise of rights or remedies under the Loan Documents or any transaction relating to the Collateral (including, without limitation, any such exercise
described in Subsection 12.27(a)(ii)), except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person. To the maximum extent permitted by applicable law, none of the Collateral Agent or any
Lender or any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise
dispose of any Collateral upon the request of the U.S. Borrower, any Subsidiary of the U.S. Borrower, any Non-Lender Secured Party or any other Person or to take any other action or forbear from doing so
whatsoever with regard to the Collateral or any part thereof, except for any such action or failure to act that constitutes willful misconduct or gross negligence of such Person. 

(d) Designation of Non-Lender Secured Parties. The U.S. Borrower may from time to time designate: 

(i) a Person as a “Management Credit Provider” hereunder and under the Security Documents in respect of a Management
Guarantee by written notice to the Collateral Agent. Upon being so designated by the U.S. Borrower, such Management Credit Provider shall be a Non-Lender Secured Party for the purposes of this Agreement and
the Security Documents for as long as so designated by the U.S. Borrower; provided that, at the time of the U.S. Borrower’s designation of such Non-Lender Secured Party, the obligations of the
relevant Grantor under the applicable Management Guarantee (as the case may be) have not been designated as Additional ABL Obligations (as defined in the Intercreditor Agreement as in effect as of the Second Restatement Effective Date). 

  
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 (ii) any Hedge Agreement as a “Secured Hedge Agreement” hereunder
and under the Security Documents by written notice to the Collateral Agent. Upon being so designated by the U.S. Borrower, the Hedge Bank providing such Secured Hedge Agreement shall be a Non-Lender Secured
Party for the purposes of this Agreement and the Security Documents, in each case, for as long as so designated by the U.S. Borrower; provided that, at the time of the U.S. Borrower’s designation of such Secured Hedge Agreement and such Non-Lender Secured Party, the obligations of the relevant Grantor under the applicable Hedge Agreement have not been designated as Additional ABL Obligations (as defined in the Intercreditor Agreement as in effect
as of the Second Restatement Effective Date). 
 (iii) any Cash Management Agreement as a “Secured Cash Management
Agreement” hereunder and under the Security Documents by written notice to the Collateral Agent. Upon being so designated by the U.S. Borrower, the Cash Management Bank providing such Secured Cash Management Agreement shall be a Non-Lender Secured Party for the purposes of this Agreement and the Security Documents, in each case, for as long as so designated by the U.S. Borrower; provided that, at the time of the U.S. Borrower’s
designation of such Secured Cash Management Agreement and such Non-Lender Secured Party, the obligations of the relevant Grantor under the applicable Cash Management Agreement have not been designated as
Additional ABL Obligations (as defined in the Intercreditor Agreement as in effect as of the Second Restatement Effective Date). 

[Signature pages follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written. 
  

			
	 UNIVAR SOLUTIONS INC.

		
	 By:
	 	 /s/ Joseph Rodemeyer

	 Name: Joseph Rodemeyer

	 Title: Treasurer




  
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	UNIVAR SOLUTIONS CANADA LTD.
		
	By:	 	 /s/ Joseph Rodemeyer

	Name: Joseph Rodemeyer
	Title: Treasurer



  
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	UNIVAR NETHERLANDS HOLDING B.V.
		
	By:	 	 /s/ Isabelle Anne Trainar

	Name: Isabelle Anne Trainar
	Title: Director



  
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	UNIVAR SOLUTIONS UK LTD
		
	By:	 	 /s/ Paul Bryant

	Name: Paul Bryant
	Title: Director



  
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	UNIVAR SOLUTIONS B.V.
		
	By:	 	 /s/ Paul Bryant

	Name: Paul Bryant
	Title: Director



  
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	UNIVAR SOLUTIONS BELGIUM NV
		
	By:	 	 /s/ Paul Bryant

	Name: Paul Bryant
	Title: Director



  
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	BANK OF AMERICA N.A., as U.S. Administrative Agent, Collateral Agent and U.S. Letter of Credit Issuer
		
	By:	 	 /s/ Thomas H. Herron

	Name: Thomas H. Herron
	Title: Senior Vice President



  
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	BANK OF AMERICA N.A., European Administrative Agent and European Letter of Credit Issuer
		
	By:	 	 /s/ Thomas H. Herron

	Name: Thomas H. Herron
	Title: Senior Vice President



  
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	BANK OF AMERICA N.A., as a Lender
		
	By:	 	 /s/ Thomas H. Herron

	Name: Thomas H. Herron
	Title: Senior Vice President



  
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	BANK OF AMERICA N.A., (acting through its Canada branch) as Canadian Administrative and Canadian Letter of Credit Issuer
		
	By:	 	 /s/ Sylwia Durkiewicz

	Name: Sylwia Durkiewicz
	Title: Vice President



  
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	BANK OF AMERICA N.A., (acting through its Canada Branch) as a Lender
		
	By:	 	 /s/ Sylwia Durkiewicz

	Name: Sylwia Durkiewicz
	Title: Vice President



  
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	Wells Fargo Bank N.A., as a Lender
		
	By:	 	 /s/ Olesya Mitkevych

	Name: Olesya Mitkevych
	Title: Director



  
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	Wells Fargo Capital Finance Corporation Canada, as a Lender
		
	By:	 	 /s/ Carmela Massari

	Name: Carmela Massari
	Title: Senior Vice President



  
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	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	 /s/ John Morrone

	Name: John Morrone
	Title: Authorized Officer



  
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	JPMorgan Chase Bank, N.A., Toronto Branch, as a Lender
		
	By:	 	 /s/ Jeffrey Coleman

	Name: Jeffrey Coleman
	Title: Executive Director



  
 [Signature Page to Second
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	Deutsche Bank AG New York Branch, as a Lender
		
	By:	 	 /s/ Philip Tancorra

	Name: Philip Tancorra
	Title: Vice President
		
	By:	 	 /s/ Jessica Lutrario

	Name: Jessica Lutrario
	Title: Associate



  
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	GOLDMAN SACHS BANK USA, as a Lender
		
	By:	 	 /s/ Andrew B. Vernon

	Name: Andrew B. Vernon
	Title: Authorized Signatory



  
 [Signature Page to Second
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	NYCB Specialty Finance Company, LLC, as a Lender
		
	By:	 	 /s/ Willard Dickerson

	Name: Willard Dickerson
	Title: Senior Vice President



  
 [Signature Page to Second
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	Bank of Montreal, as a Lender and a Canadian Letter of Credit Issuer
		
	By:	 	 /s/ Mitko Ivanov

	Name: Mitko Ivanov
	Title: Director
		
	By:	 	 /s/ Mark Gray

	Name: Mark Gray
	Title: Senior Director



  
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	Bank of Montreal, Chicago Branch, as a Lender
		
	By:	 	 /s/ Mitko Ivanov

	Name: Mitko Ivanov
	Title: Director
		
	By:	 	 /s/ Mark Gray

	Name: Mark Gray
	Title: Senior Director



  
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	TD Bank, N.A., as a U.S. and European Revolving Lender
		
	By:	 	 /s/ Jeffrey Saperstein

	Name: Jeffrey Saperstein
	Title: Vice President



  
 [Signature Page to Second
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	The Toronto-Dominion Bank, as a Canadian Revolving Lender
		
	By:	 	 /s/ Sean Noonan

	Name: Sean Noonan
	Title: Senior Manager Commercial Credit
		
	By:	 	 /s/ Scott Cuddy

	Name: Scott Cuddy
	Title: Director



  
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	ING CAPITAL LLC, as a Lender
		
	By:	 	 /s/ Jeffrey Chu

	Name: Jeffrey Chu
	Title: Director
		
	By:	 	 /s/ Michael Chen

	Name: Michael Chen
	Title: Director



  
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	FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Paul Vitti

	Name: Paul Vitti
	Title: Managing Director



  
 [Signature Page to Second
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	BNP Paribas, as a Lender
		
	By:	 	 /s/ Guelay MESE

	Name: Guelay MESE
	Title: Director
		
	By:	 	 /s/ Zachary KAISER

	Name: Zachary KAISER
	Title: Director



  
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Amended and Restated ABL Credit Agreement] 












 
			
	U.S. Bank National Association, as a Lender
		
	By:	 	 /s/ Deborah Saffie

	Name: Deborah Saffie
	Title: Vice President



  
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	SANTANDER BANK, N.A., as a Lender
		
	By:	 	 /s/ Puiki Lok

	Name: Puiki Lok
	Title: Senior Vice President



  
 [Signature Page to Second
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	Morgan Stanley Bank, N.A., as a Lender
		
	By:	 	 /s/ Michael King

	Name: Michael King
	Title: Authorized Signatory



  
 [Signature Page to Second
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