Exhibit 10.2


 


[Execution]


 


CREDIT AGREEMENT 


 


dated as of October 1, 2015


 


by and among


 


BEACON ROOFING SUPPLY, INC.,

as Holdings,


 


BEACON SALES ACQUISITION, INC.,

BEACON LEADERSHIP ACQUISITION II, LLC,

ROOFING SUPPLY GROUP, LLC,

THE SUBSIDIARIES OF HOLDINGS PARTIES HERETO

as US Borrowers,


 


BEACON ROOFING SUPPLY CANADA COMPANY,

as Canadian Borrower,


 


the Parties referred to herein,

as Lenders,


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

Swingline Lender and Issuing Bank


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

CITIGROUP CAPITAL MARKETS INC.,

J.P. MORGAN SECURITIES LLC,


MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED


and


SUNTRUST ROBINSON HUMPHREY, INC.,


each as a Joint Lead Arranger and Joint
Bookrunner


 




    	 	 	 



     


    

 


 


Table of Contents


 


	 	 	Page
	 	 	 
	Article I DEFINITIONS	1
	 	 	 
	SECTION 1.1	Definitions	1
	SECTION 1.2	Other Definitions and Provisions	54
	SECTION 1.3	Accounting Terms	55
	SECTION 1.4	UCC Terms	55
	SECTION 1.5	Rounding	55
	SECTION 1.6	References to Agreement and Laws	55
	SECTION 1.7	Times of Day	55
	SECTION 1.8	Letter of Credit Amounts	55
	SECTION 1.9	Guaranty Obligations	56
	SECTION 1.10	Alternative Currency Matters	56
	SECTION 1.11	Québec Matters	56
	SECTION 1.12	Pro Forma Calculations.	57
	 	 	 
	Article II REVOLVING CREDIT FACILITY	57
	 	 	 
	SECTION 2.1	Revolving Loans	57
	SECTION 2.2	Swingline Loans.	59
	SECTION 2.3	Borrowing Procedures and Settlements.	60
	SECTION 2.4	Reallocation of Loan Limits	64
	SECTION 2.5	Settlement	65
	SECTION 2.6	Independent Obligations	66
	SECTION 2.7	Termination of the Credit Facilities	66
	 	 	 
	Article III LETTER OF CREDIT FACILITY	67
	 	 	 
	SECTION 3.1	LC Commitment	67
	SECTION 3.2	Procedure for Issuance of Letters of Credit	67
	SECTION 3.3	Fees and Other Charges	68
	SECTION 3.4	LC Participations	68
	SECTION 3.5	LC Obligation of the Borrower	69
	SECTION 3.6	Obligations Absolute	70
	SECTION 3.7	Effect of Letter of Credit Application	70
	 	 	 
	Article IV PAYMENTS; PREPAYMENTS; REDUCTION IN COMMITMENTS	70
	 	 	 
	SECTION 4.1	Repayment and Prepayments	70
	SECTION 4.2	Permanent Reduction of the Commitments.	72
	SECTION 4.3	Manner of Payment	72
	SECTION 4.4	Apportionment and Application.	73
	SECTION 4.5	Crediting Payments	76
	SECTION 4.6	Designated Account	77
	SECTION 4.7	Maintenance of Loan Account; Statements of Obligations	77
	SECTION 4.8	Payment Dates	78
	SECTION 4.9	Manner of Payment	78


 




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	SECTION 4.10	Joint and Several Liability of US Borrowers; Joint and Several Liability of Canadian Borrowers	78
	 	 	 
	Article V [Reserved]	81
	 	 	 
	Article VI INTEREST; FEES; GENERAL LOAN PROVISIONS	81
	 	 	 
	SECTION 6.1	Interest	81
	SECTION 6.2	Notice and Manner of Conversion or Continuation of Revolving Loans	84
	SECTION 6.3	Fees	85
	SECTION 6.4	[Reserved]	85
	SECTION 6.5	[Reserved]	85
	SECTION 6.6	Sharing of Payments by Lenders	86
	SECTION 6.7	Administrative Agent’s Clawback	86
	SECTION 6.8	Changed Circumstances	88
	SECTION 6.9	Indemnity	89
	SECTION 6.10	Increased Costs	89
	SECTION 6.11	Taxes	90
	SECTION 6.12	Mitigation Obligations; Replacement of Lenders	93
	SECTION 6.13	Incremental Commitments	95
	SECTION 6.14	Cash Collateral	96
	SECTION 6.15	Defaulting Lenders	97
	SECTION 6.16	Holdings as Borrower Representative	99
	 	 	 
	Article VII CONDITIONS OF  CLOSING AND BORROWING	100
	 	 	 
	SECTION 7.1	Conditions to Closing and Initial Extensions of Credit	100
	SECTION 7.2	Conditions to Subsequent Extensions of Credit	103
	SECTION 7.3	Post-Closing Conditions	104
	 	 	 
	Article VIII REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES	105
	 	 	 
	SECTION 8.1	Organization; Power; Qualification	106
	SECTION 8.2	Ownership	106
	SECTION 8.3	Authorization; Enforceability	106
	SECTION 8.4	Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc	106
	SECTION 8.5	Compliance with Law; Governmental Approvals	107
	SECTION 8.6	Tax Returns and Payments	107
	SECTION 8.7	Intellectual Property Matters	107
	SECTION 8.8	Environmental Matters	108
	SECTION 8.9	Employee Benefit Matters	108
	SECTION 8.10	Margin Stock	110
	SECTION 8.11	Government Regulation	110
	SECTION 8.12	Employee Relations	110
	SECTION 8.13	Burdensome Provisions	110
	SECTION 8.14	Financial Statements	110
	SECTION 8.15	No Material Adverse Change	111
	SECTION 8.16	Solvency	111
	SECTION 8.17	Title to Property	111
	SECTION 8.18	Litigation	111
	SECTION 8.19	Anti-Terrorism; Anti-Money Laundering	111


 




    	 	ii 	 



     


    

 


	SECTION 8.20	Absence of Defaults	111
	SECTION 8.21	Senior Indebtedness Status	111
	SECTION 8.22	Investment Bankers’ and Similar Fees	112
	SECTION 8.23	Disclosure	112
	SECTION 8.24	Material Contracts	112
	SECTION 8.25	Acquisition.	112
	SECTION 8.26	Location of Inventory.	112
	SECTION 8.27	Eligible Accounts	113
	SECTION 8.28	Eligible Inventory	113
	 	 	 
	Article IX AFFIRMATIVE COVENANTS	113
	 	 	 
	SECTION 9.1	Financial Statements and Budgets	113
	SECTION 9.2	Certificates; Other Reports	114
	SECTION 9.3	Notice of Litigation and Other Matters	116
	SECTION 9.4	Preservation of Corporate Existence and Related Matters	117
	SECTION 9.5	Maintenance of Property and Licenses	117
	SECTION 9.6	Insurance	118
	SECTION 9.7	Accounting Methods and Financial Records	118
	SECTION 9.8	Payment of Taxes and Other Obligations	118
	SECTION 9.9	Compliance with Laws and Approvals	118
	SECTION 9.10	Environmental Laws	118
	SECTION 9.11	Compliance with ERISA	119
	SECTION 9.12	Visits, Inspections, Field Examinations and Appraisals	119
	SECTION 9.13	Lender Meetings	120
	SECTION 9.14	Cash Management.	121
	SECTION 9.15	Additional Subsidiaries and Real Property	122
	SECTION 9.16	Use of Proceeds	124
	SECTION 9.17	Further Assurances	125
	SECTION 9.18	Locations of Inventory	125
	 	 	 
	Article X NEGATIVE COVENANTS	126
	 	 	 
	SECTION 10.1	Indebtedness	126
	SECTION 10.2	Liens	128
	SECTION 10.3	Investments	129
	SECTION 10.4	Fundamental Changes	132
	SECTION 10.5	Asset Dispositions	132
	SECTION 10.6	Restricted Payments	134
	SECTION 10.7	Transactions with Affiliates	135
	SECTION 10.8	Accounting Changes; Organizational Documents.	135
	SECTION 10.9	Payments and Modifications of Subordinated Indebtedness and Other Indebtedness.	136
	SECTION 10.10	No Further Negative Pledges; Restrictive Agreements	136
	SECTION 10.11	Nature of Business	137
	SECTION 10.12	Sale Leasebacks	137
	SECTION 10.13	Financial Covenant	138
	SECTION 10.14	Limitations on Holdings	138
	SECTION 10.15	Disposal of Subsidiary Interests	138
	SECTION 10.16	Hedge Agreements	138


 




    	 	iii 	 



     


    

 


	Article XI DEFAULT AND REMEDIES	139
	 	 	 
	SECTION 11.1	Events of Default	139
	SECTION 11.2	Remedies	141
	SECTION 11.3	Rights and Remedies Cumulative; Non-Waiver; etc.	142
	SECTION 11.4	Crediting of Payments and Proceeds	142
	SECTION 11.5	Administrative Agent May File Proofs of Claim	142
	SECTION 11.6	Credit Bidding	143
	SECTION 11.7	Judgment Currency	143
	 	 	 
	Article XII ADMINISTRATIVE AGENT	144
	 	 	 
	SECTION 12.1	Appointment and Authority	144
	SECTION 12.2	Rights as a Lender	145
	SECTION 12.3	Exculpatory Provisions	145
	SECTION 12.4	Reliance by Administrative Agent	146
	SECTION 12.5	Delegation of Duties	146
	SECTION 12.6	Resignation or Removal of Administrative Agent	146
	SECTION 12.7	Non-Reliance on Administrative Agent and Other Lenders	148
	SECTION 12.8	No Other Duties, etc	148
	SECTION 12.9	Collateral and Guaranty Matters.	148
	SECTION 12.10	Bank Products.	149
	SECTION 12.11	Field Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information.	150
	SECTION 12.12	Intercreditor Agreement.	151
	 	 	 
	Article XIII MISCELLANEOUS	152
	 	 	 
	SECTION 13.1	Notices	152
	SECTION 13.2	Amendments, Waivers and Consents	154
	SECTION 13.3	Expenses; Indemnity.	156
	SECTION 13.4	Right of Setoff	158
	SECTION 13.5	Governing Law; Jurisdiction, Etc.	159
	SECTION 13.6	Waiver of Jury Trial	160
	SECTION 13.7	Reversal of Payments	160
	SECTION 13.8	Injunctive Relief	160
	SECTION 13.9	Accounting Matters	160
	SECTION 13.10	Successors and Assigns; Participations	160
	SECTION 13.11	Treatment of Certain Information; Confidentiality	164
	SECTION 13.12	Performance of Duties	165
	SECTION 13.13	All Powers Coupled with Interest	165
	SECTION 13.14	Survival	165
	SECTION 13.15	Titles and Captions	165
	SECTION 13.16	Severability of Provisions	165
	SECTION 13.17	Counterparts; Integration; Effectiveness; Electronic Execution	166
	SECTION 13.18	Term of Agreement	166
	SECTION 13.19	USA PATRIOT Act	166
	SECTION 13.20	Independent Effect of Covenants	166
	SECTION 13.21	Keepwell	166
	SECTION 13.22	Inconsistencies with Other Documents	167


 




    	 	iv 	 



     


    

 


EXHIBITS


 


	Exhibit A-1	-	Form of US Revolving Credit Note
	Exhibit A-2	-	Form of Canadian Revolving Credit Note
	Exhibit A-3	-	Form of US Swingline Note
	Exhibit A-4	-	Form of Canadian Swingline Note
	Exhibit B	-	Form of Notice of Borrowing
	Exhibit C	-	Form of Notice of Conversion/Continuation
	Exhibit D	-	[Reserved]
	Exhibit E	-	Form of Perfection Certificate
	Exhibit F	-	Form of Compliance Certificate
	Exhibit G	-	Form of Borrowing Base Certificate
	Exhibit H	-	Form of Lender Joinder Agreement
	Exhibit I	-	Form of Solvency Certificate
	Exhibit J	-	Form of Bank Product Provider Agreement
	Exhibit K	-	Form of Assignment and Assumption
	Exhibit L-1	-	Form of US Tax Compliance Certificate (Non-Partnership Foreign Lenders)
	Exhibit L-2	-	Form of US Tax Compliance Certificate (Non-Partnership Foreign Participants)
	Exhibit L-3	-	Form of US Tax Compliance Certificate (Foreign Participant Partnerships)
	Exhibit L-4	-	Form of US Tax Compliance Certificate (Foreign Lender Partnerships)


 


SCHEDULES


 


	Schedule 1.1(a)	-	Commitments
	Schedule 1.1(b)	-	Administrative Agent Payment Account
	Schedule 1.1(c)	-	Canadian Collection Account and US Collection Account
	Schedule 1.1(d)	-	Designated Account
	Schedule 1.1(e)	-	US Eligible Inventory Locations
	Schedule 1.1(f)	-	Canadian Eligible Inventory Locations
	Schedule 1.1(g)	-	Existing Letters of Credit
	Schedule 1.1(h)	-	RSG Borrowers
	Schedule 7.3(e)	-	Certain Post-Closing Deliveries
	Schedule 8.1	-	Jurisdictions of Organization and Qualification
	Schedule 8.2	-	Subsidiaries and Capitalization
	Schedule 8.6	-	Audit Matters
	Schedule 8.9	-	ERISA Plans
	Schedule 8.12	-	Labor and Collective Bargaining Agreements
	Schedule 8.17	-	Real Property
	Schedule 8.24	-	Material Contracts
	Schedule 9.2	-	Financial and Collateral Reports
	Schedule 9.14(a)	-	Deposit Accounts and Cash Management Banks
	Schedule 10.1	-	Existing Indebtedness
	Schedule 10.2	-	Existing Liens
	Schedule 10.3	-	Existing Loans, Advances and Investments
	Schedule 10.7	-	Transactions with Affiliates


 




    	 	v 	 



     


    

 


CREDIT AGREEMENT, dated as of October 1,
2015, by and among Beacon Roofing Supply, Inc., a Delaware corporation, as Holdings, Beacon Sales Acquisition, Inc., a Delaware
corporation, as a US Borrower, Beacon Leadership Acquisition II, LLC, a Delaware limited liability company, as a US Borrower, Roofing
Supply Group, LLC, a Delaware limited liability company, as a US Borrower, the Subsidiaries of Holdings set forth on Schedule
1.1(h), each as a US Borrower, Beacon Roofing Supply Canada Company, an unlimited liability company organized under the laws
of Nova Scotia, as a Canadian Borrower, the lenders who are party to this agreement and the lenders who may become a party to this
agreement pursuant to the terms hereof, as lenders, and Wells Fargo Bank, National Association, a national banking association,
as Administrative Agent for the Lenders.


 


STATEMENT OF PURPOSE


 


WHEREAS, Borrowers and Guarantors have requested
that Administrative Agent and Lenders enter into financing arrangements with Borrowers pursuant to which Lenders may make loans
and provide other financial accommodations to Borrowers; and


 


WHEREAS, each Lender is willing to agree
(severally and not jointly) to make such loans and provide such financial accommodations to Borrowers on a pro rata basis according
to its Commitment (as defined below) on the terms and conditions set forth herein, each LC Issuer is willing to agree to issue
Letters of Credit (as defined below), and Administrative Agent is willing to act as agent for Lenders on the terms and conditions
set forth herein and the other Loan Documents;


 


NOW, THEREFORE, in consideration of the
mutual conditions and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:


 


Article
I



DEFINITIONS


 


SECTION 1.1   Definitions.
The following terms when used in this Agreement shall have the meanings assigned to them below:


 


“2015 Senior Note Documents”
means, collectively, (a) the 2015 Senior Notes, (b) the 2015 Senior Notes Indenture and (c) all other instruments, agreements and
other documents evidencing or governing the 2015 Senior Notes or providing for any guarantee, obligation, security or other right
in respect thereof.


 


“2015 Senior Notes” means
the 6.375% Senior Notes due 2023 issued by Holdings, in the original principal amount of $300,000,000.


 


“2015 Senior Notes Indenture”
means the Indenture, dated of even date herewith, by and among Wells Fargo Bank, National Association, as Trustee and Holdings,
as Issuer, under which the 2015 Senior Notes are issued.


 


“ABL Priority Collateral”
has the meaning set forth in the Intercreditor Agreement.


 


“Account Debtor” means
each Person who is obligated on an Account, Chattel Paper or General Intangible.


 




    	 	 	 



     


    

 


“Accounts” has the meaning
set forth in the UCC and, with respect to any Person, all such Accounts of such Person, whether now existing or existing in the
future, including (a) all accounts receivable of such Person (whether or not specifically listed on schedules furnished to Administrative
Agent), including all accounts created by or arising from all of such Person’s sales of goods or rendition of services made
under any of its trade names, or through any of its divisions, (b) all unpaid rights of such Person (including rescission, replevin,
reclamation and stopping in transit) relating to the foregoing or arising therefrom, (c) all rights to any goods represented by
any of the foregoing, including returned or repossessed goods, (d) all reserves and credit balances held by such Person with respect
to any such accounts receivable of any Account Debtors, (e) all letters of credit, guarantees or collateral for any of the foregoing
and (f) all insurance policies or rights relating to any of the foregoing.


 


“Activation Notice” has
the meaning set forth in Section 9.14(a).


 


“Adjusted Excess Availability”
means at any time, the sum of (a) the Excess Availability, plus (b) the Specified Suppressed Availability, plus (c) the Qualified
Cash.


 


“Administrative Agent”
means Wells Fargo, in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section
12.6.


 


“Administrative Agent Payment Account”
means the Deposit Account of Administrative Agent identified on Schedule 1.1(b) to this Agreement (or such other Deposit
Account of Administrative Agent for such purpose designated by it in writing to Borrower Representative).


 


“Administrative Agent’s Office”
means the office of Administrative Agent specified in or determined in accordance with the provisions of Section 13.1(c).


 


“Administrative Questionnaire”
means an administrative questionnaire in a form supplied by Administrative Agent.


 


“Affiliate” means, with
respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled
by or is under common Control with the Person specified.


 


“Agreement” means this
Credit Agreement.


 


“Anti-Corruption Laws”
means all laws, rules, and regulations of any jurisdiction applicable to Holdings or any of its Subsidiaries from time to time
concerning or relating to bribery or corruption.


 


“Applicable Law” means
all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals,
interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and binding orders of
arbitrators.


 


“Applicable Margin” means
(a) as to Revolving Loans for which interest is calculated based on the US Base Rate or the Canadian Base Rate, the Applicable
Base Rate Margin set forth below, (b) as to Revolving Loans for which interest is calculated based on LIBOR, the Applicable LIBOR
Margin set forth below, and (c) as to Revolving Loans for which interest is calculated based on the Canadian BA Rate, the Applicable
Canadian BA Rate Margin set forth below, in each case, determined for each calendar quarter based upon the Quarterly Average Excess
Availability for the immediately preceding three (3) month period:


 




    	2 



     


    

 


	Tier	 	Quarterly Average Excess
 Availability	 	 	Applicable Base
 Rate Margin	 	 	 	Applicable
 LIBOR Margin	 	 	 	Applicable
 Canadian BA
 Rate Margin	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1	 	Greater than or equal to sixty-six and two-thirds percent (66-2/3%) of the Maximum Credit	 	 	0.25	%	 	 	1.25	%	 	 	1.25	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	Greater than or equal to thirty-three and one-third percent (33-1/3%) of the Maximum Credit but less than sixty-six and two-thirds percent (66-2/3%) of the Maximum Credit	 	 	0.50	%	 	 	1.50	%	 	 	1.50	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	Less than thirty-three and one-third percent (33-1/3%) of the Maximum Credit	 	 	0.75	%	 	 	1.75	%	 	 	1.75	%



 


provided, that, (i) the Applicable
Margin shall be calculated and established once each calendar quarter and shall remain in effect until adjusted for the next calendar
quarter, (ii) each adjustment of the Applicable Margin shall be effective as of the first day of each such calendar quarter based
on the Quarterly Average Excess Availability for the immediately preceding calendar quarter, (iii) notwithstanding anything to
the contrary contained herein, for the period from the Closing Date until the last day of the first full calendar quarter immediately
following the Closing Date, the Applicable Margin shall be based on the applicable percentage set forth in Tier 2, and (iv) in
the event that the Borrower Representative fails to provide any Borrowing Base Certificate or other information with respect thereto
for any period on the date required hereunder, effective as of the date on which such Borrowing Base Certificate or other information
was otherwise required, at Administrative Agent’s option, the Applicable Margin shall be based on the highest rate above
until the next Business Day after a Borrowing Base Certificate or other information is provided for the applicable period at which
time the Applicable Margin shall be adjusted as otherwise provided herein. In the event that at any time after the end of any calendar
quarter the Quarterly Average Excess Availability for such calendar quarter used for the determination of the Applicable Margin
was greater than the actual amount of the Quarterly Average Excess Availability for such period as a result of the inaccuracy of
information provided by or on behalf of any Borrower to Administrative Agent for the calculation of Excess Availability, the Applicable
Margin for such period shall be adjusted to the applicable percentage based on such actual Quarterly Average Excess Availability
and any additional interest for the applicable period as a result of such recalculation shall be promptly paid to Administrative
Agent. The foregoing shall not be construed to limit the rights of Administrative Agent or Lenders with respect to the amount of
interest payable after a Default or Event of Default whether based on such recalculated percentage or otherwise.


 


“Application Event” means
the occurrence of (a) a failure by Borrowers to repay all of the Obligations in full on the Maturity Date, or (b) an Event of Default
and the election by Administrative Agent or the Required Lenders to require that payments and proceeds of Collateral be applied
pursuant to Section 4.4(b).


 


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


 


“Arrangers” means (a)
Wells Fargo Bank, National Association, (b) Citigroup Capital Markets Inc., (c) J.P. Morgan Securities LLC, (d) Merrill Lynch,
Pierce, Fenner & Smith Incorporated and (e) SunTrust Robinson Humphrey, Inc., in their respective capacities as joint lead
arrangers and joint bookrunners.


 




    	3 



     


    

 


“Asset Disposition” means
the disposition of any or all of the assets (including, without limitation, any Capital Stock owned thereby) of any Credit Party
or any Restricted Subsidiary thereof whether by sale, lease, transfer or otherwise, and any issuance of Capital Stock by any Restricted
Subsidiary of Holdings to any Person that is not a Credit Party or any Restricted Subsidiary thereof. The term “Asset
Disposition” shall not include (a) the sale of inventory in the ordinary course of business, (b) the transfer of assets
to any Borrower or any Subsidiary thereof pursuant to any other transaction permitted pursuant to Section 10.4, (c) the
write-off, discount, sale or other disposition of defaulted or past-due receivables and similar obligations in the ordinary course
of business and not undertaken as part of an accounts receivable financing transaction, (d) the disposition of any Hedge Agreement,
(e) dispositions of Investments in cash and Cash Equivalents, (f) the payment in cash of obligations and liabilities and (g) (i)
the transfer by any US Credit Party of any of its assets to any other US Credit Party, (ii) the transfer by any Canadian Credit
Party of any of its assets to any other Canadian Credit Party, (iii) the transfer by any Non-Credit Party of any of its assets
to any Credit Party (provided, that, in connection with any such transfer, such Credit Party shall not pay more than
an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer), (iv) the transfer
by any US Credit Party of any of its assets to any Canadian Credit Party or the transfer by any Canadian Credit Party of any of
its assets to any US Credit Party (provided, that, (A) in connection with any such transfer, the transferor shall
receive, and the transferee shall pay, an amount equal to the fair market value of such assets as determined in good faith at the
time of such transfer and (B) as of the date of any such transfer, and after giving effect thereto, no Event of Default shall exist
or have occurred and be continuing), and (v) the transfer by any Non-Credit Party of any of its assets to any other Non-Credit
Party.


 


“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent
is required by Section 13.10), and accepted by Administrative Agent, in substantially the form attached as Exhibit K
or any other form approved by Administrative Agent.


 


“Attributable Indebtedness”
means, on any date of determination, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would
appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic
Lease, the capitalized amount or principal amount of the remaining lease payments under the relevant lease that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.


 


“Available Currency”
shall mean with respect to (a) US Revolving Loans, US Swingline Loans, US Letters of Credit and US Special Advances, US Dollars,
and (b) Canadian Revolving Loans, Canadian Swingline Loans, Canadian Letters of Credit and Canadian Special Advances, US Dollars
and Canadian Dollars.


 


“Bank Product” means
any one or more of the following financial products or accommodations extended to a Credit Party by a Bank Product Provider: (a)
credit cards (including commercial cards (and so-called “purchase cards”, “procurement cards” or “p-cards”)),
(b) credit card processing services, (c) debit cards, (d) stored value cards, (e) Cash Management Services, or (f) transactions
under Hedge Agreements.


 


“Bank Product Agreements”
means those agreements entered into from time to time by a Credit Party with a Bank Product Provider in connection with obtaining
any Bank Product, including a Hedge Agreement.


 




    	4 



     


    

 


“Bank Product Obligations”
means US Bank Product Obligations and Canadian Bank Product Obligations.


 


“Bank Product Provider”
means any Person that (a) at the time it enters into a Bank Product Agreement with a Credit Party permitted under Article X,
is a Lender, an Affiliate of a Lender (other than a Lender in its capacity as such), Administrative Agent or an Affiliate of Administrative
Agent or (b) at the time it (or its Affiliate) becomes a Lender (in its capacity as such) (including on the Closing Date), is a
party to a Bank Product Agreement with a Credit Party, in each case in its capacity as a party to such Bank Product Agreement;
provided, that, no such Person (other than Wells Fargo or its Affiliates) shall constitute a Bank Product Provider
unless and until Administrative Agent receives a Bank Product Provider Agreement from such Person (i) on or about the Closing Date
in the case of any Bank Product Agreement in effect on the Closing Date or (ii) within ten (10) Business Days after the execution
and delivery of a Bank Product Agreement established after the Closing Date.


 


“Bank Product Provider Agreement”
means an agreement in substantially the form attached hereto as Exhibit J to this Agreement, in form and substance satisfactory
to Administrative Agent, duly executed by the applicable Bank Product Provider, Borrowers, and Administrative Agent.


 


“Bank Product Reserves”
means, as of any date of determination, reserves against the Borrowing Base that Administrative Agent deems necessary or appropriate
to establish in the exercise of its Permitted Discretion and subject to Section 2.1(b) (based upon the Bank Product Providers’
determination of the liabilities and obligations of each Borrower and its Subsidiaries in respect of Bank Product Obligations)
in respect of Bank Products then provided or outstanding.


 


“Base Rate” means US
Base Rate and the Canadian Base Rate, as applicable.


 


“Base Rate Loan” means
any Revolving Loan bearing interest at a rate based upon the applicable Base Rate as provided in Section 6.1(a).


 


“Borrower Representative”
has the meaning set forth in Section 6.16(a).


 


“Borrowers” means, collectively,
the US Borrowers and the Canadian Borrowers.


 


“Borrowing” means a borrowing
consisting of Revolving Loans made on the same day by the Lenders (or Administrative Agent on behalf thereof), or by the Swingline
Lender in the case of a Swingline Loan, or by Administrative Agent in the case of a Special Advance.


 


“Borrowing Base” means
the sum of the US Borrowing Base and the Canadian Borrowing Base.


 


“Borrowing Base Certificate”
has the meaning set forth in Section 9.2(b).


 


“Business Day” means:


 


(a)   for
all purposes other than as set forth in clause (b) or (c) below, any day other than a Saturday, Sunday or legal holiday
on which banks in New York, New York, are open for the conduct of their commercial banking business;


 


(b)   with
respect to all notices and determinations in connection with, and payments of principal and interest on, any LIBOR Rate Loan denominated
in US Dollars, Swingline Loans or any Base Rate Loan as to which the interest rate is determined by reference to LIBOR, any day
that is a Business Day described in clause (a) and that is also a day for trading by and between banks in US Dollar deposits
in the London interbank market; and


 




    	5 



     


    

 


(c)   with
respect to all notices and determinations in connection with, and payments of principal and interest on, any Canadian Revolving
Loan, (i) any day that is a Business Day described in clause (a) and on which banks are open for business in Toronto, Ontario
and (ii) with respect to any Canadian Revolving Loan that is a Canadian BA Rate Loan, any day that is a Business Day described
in clauses (a) and (c)(i) and that is also a day for trading by and between banks in Canadian Dollar deposits in
the London interbank market.


 


“Canadian AML Laws” means
the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Criminal Code (Canada), the United Nations Act
(Canada), United Nations Al-Qaida and Taliban Regulations, the Regulations Implementing the United Nations Resolutions on the Suppression
of Terrorism, the Criminal Code and any similar laws in effect in Canada from time to time.


 


“Canadian Bank Product Obligations”
means (a) all obligations, liabilities, reimbursement obligations, fees, or expenses owing by any Canadian Credit Party to any
Bank Product Provider pursuant to or evidenced by a Bank Product Agreement and irrespective of whether for the payment of money,
whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including, without
limitation, all Canadian Hedge Obligations, and (b) all amounts that Administrative Agent or any Lender is obligated to pay to
a Bank Product Provider as a result of Administrative Agent or such Lender purchasing participations from, or executing guarantees
or indemnities or reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by such Bank
Product Provider to a Canadian Credit Party.


 


“Canadian BA Rate” means
(a) for a Lender that is a Canadian Reference Bank, the CDOR Rate, and (b) for any other Lender, the CDOR Rate plus one-tenth of
one percent (0.10%).


 


“Canadian BA Rate Loan”
means each portion of a Revolving Loan denominated in Canadian Dollars that bears interest at a rate determined by reference to
the Canadian BA Rate.


 


“Canadian BA Rate Margin”
has the meaning set forth in the definition of Applicable Margin.


 


“Canadian Base Rate”
means, for any day, a rate per annum equal to the greater of (a) the CDOR Rate existing on such day (which rate shall be calculated
based upon an Interest Period of one (1) month), plus one (1) percentage point, and (b) the “prime rate” for Canadian
Dollar commercial loans made in Canada as reported by Thomson Reuters under Reuters Instrument Code <CAPRIME=> on the “CA
Prime Rate (Domestic Interest Rate) – Composite Display” page (or any successor page or such other commercially available
service or source (including the Canadian Dollar “prime rate” announced by a Schedule I bank under the Bank Act (Canada))
as Administrative Agent may designate from time to time). Each determination of the Canadian Base Rate shall be made by Administrative
Agent and shall be conclusive in the absence of manifest error.


 


“Canadian Base Rate Loan”
means any Revolving Loan bearing interest at a rate based upon the Canadian Base Rate as provided in Section 6.1(a).


 


“Canadian Borrowers”
means, collectively, the following (together with their respective successors and assigns): (a) Beacon Roofing Supply Canada Company,
an unlimited liability company organized under the laws of Nova Scotia, and (b) any other Person organized under the laws of Canada
that at any time after the Closing Date becomes a Canadian Borrower; and “Canadian Borrower” means any one of them.


 




    	6 



     


    

 


“Canadian Borrowing Base”
means, at any time, the amount equal to:


 


(a)   the
amount equal to eighty-five percent (85%) multiplied by the net amount of Eligible Accounts of Canadian Borrowers; plus


 


(b)   the
amount equal to the lesser of: (i) seventy percent (70%) multiplied by the Value of each category of Eligible Inventory of Canadian
Borrowers or (ii) eighty-five percent (85%) of the Net Recovery Percentage of each category of Eligible Inventory of Canadian Borrowers
multiplied by the Value thereof; minus


 


(c)   applicable
Reserves with respect to Canadian Borrowers established by Administrative Agent in its Permitted Discretion in accordance with
the terms hereof (including Section 2.1(b)).


 


“Canadian Collateral”
means Collateral consisting of assets or interests in assets of Canadian Credit Parties and the proceeds thereof.


 


“Canadian Collateral Agreement”
means the collateral agreement, dated of even date herewith, executed and delivered by the Canadian Credit Parties in favor of
Administrative Agent, for the ratable benefit of the Canadian Secured Parties.


 


“Canadian Collection Account”
means the Deposit Accounts in the name of a Canadian Borrower set forth on Schedule 1.1(c) to this Agreement, or any other
account or accounts at any time after the date hereof designated by Borrower Representative to Administrative Agent which have
been established for purposes of the receipt of proceeds of Accounts and other Collateral in accordance with the terms hereof.


 


“Canadian Commitment”
means, as to any Canadian Lender, the obligation of such Lender to make Canadian Revolving Loans to, and to purchase participations
in Canadian LC Obligations and Canadian Swingline Loans for the account of, the Canadian Borrowers hereunder in each case as such
amounts are set forth beside such Lender’s name under the applicable heading on Schedule 1.1(a), as such amount may
be modified at any time or from time to time pursuant to the terms of this Agreement. The aggregate Canadian Commitment of all
the Canadian Lenders on the Closing Date shall be the US Dollar Equivalent of $30,000,000.


 


“Canadian Commitment Percentage”
means, with respect to any Canadian Lender at any time, the percentage of the total Canadian Commitments of all the Canadian Lenders
represented by such Canadian Lender’s Canadian Commitment. If the Canadian Commitments have terminated or expired, the Canadian
Commitment Percentages shall be determined based upon the Canadian Commitments most recently in effect, giving effect to any assignments.
Each reference to “a Lender” shall include, collectively, all Lenders that are Affiliates and all branches of a Lender
or its Affiliates as though all such parties were one Lender hereunder.


 


“Canadian Credit Parties”
means, collectively, the Canadian Borrowers and the Canadian Guarantors.


 


“Canadian Dollar” or
“C$” means, at the time of determination, the lawful currency of Canada.


 


“Canadian Employee Benefit Plan”
means (a) any employee benefit plan that is maintained for employees or former employees of the Canadian Borrower or any Subsidiary
thereof registered in accordance with Canadian Pension Laws which any Credit Party or any Subsidiary thereof sponsors, maintains,
or to which it makes, is making, or is obligated to make, contributions or (b) any Canadian Pension Plan or Canadian Multiemployer
Plan that has at any time within the preceding seven (7) years been maintained for the employees of any Credit Party or any Subsidiary
thereof, and shall not include any Employee Benefit Plan.


 




    	7 



     


    

 


“Canadian Extensions of Credit”
means, as to any Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Canadian Revolving
Loans made by such Lender then outstanding, (b) such Lender’s Commitment Percentage of the Canadian LC Obligations then outstanding,
and (c) such Lender’s Commitment Percentage of the Canadian Swingline Loans then outstanding.


 


“Canadian Guarantors”
means, collectively, all direct and indirect Subsidiaries of Holdings organized under the laws of Canada or a jurisdiction in Canada
(other than any Excluded Subsidiary or Unrestricted Subsidiary) which become a party to the Canadian Guaranty Agreement pursuant
to Section 9.15.


 


“Canadian Guaranty Agreement”
means the unconditional guaranty agreement executed and delivered by the Canadian Guarantors in favor of Administrative Agent for
the benefit of the Canadian Secured Parties in respect of the Canadian Secured Obligations.


 


“Canadian Hedge Obligations”
means any and all obligations or liabilities, whether absolute or contingent, due or to become due, now existing or hereafter arising,
of a Canadian Credit Party arising under, owing pursuant to, or existing in respect of Hedge Agreements entered into with one or
more of the Hedge Providers.


 


“Canadian Hedge Provider”
means any Person that, (a) at the time it enters into a Hedge Agreement with a Canadian Credit Party permitted under Article
X, is a Canadian Lender, an Affiliate of a Canadian Lender, Administrative Agent or an Affiliate of Administrative Agent or
(b) at the time it (or its Affiliate) becomes a Canadian Lender (in its capacity as such) (including on the Closing Date), is a
party to a Hedge Agreement with a Canadian Credit Party, in each case in its capacity as a party to such Hedge Agreement; provided,
that, no such Person (other than Wells Fargo or its Affiliates) shall constitute a Canadian Hedge Provider unless and until
Administrative Agent receives a Bank Product Provider Agreement from such Person (i) on or about the Closing Date in the case of
any Hedge Agreement in effect on the Closing Date or (ii) within ten (10) Business Days after the execution and delivery of a Hedge
Agreement established after the Closing Date.


 


“Canadian LC Obligations”
means at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding Canadian
Letters of Credit and (b) the aggregate amount of drawings under Canadian Letters of Credit which have not then been reimbursed
pursuant to Section 3.5.


 


“Canadian Lender” means,
at any time, each Lender having a Canadian Commitment or a Canadian Revolving Loan owing to it or a participating interest in a
Canadian Letter of Credit or Canadian Swingline Loan.


 


“Canadian Letter of Credit”
has the meaning set forth in Section 3.1.


 


“Canadian Loan Limit”
means the aggregate amount of the Canadian Commitments.


 


“Canadian Multiemployer Plan”
means a “multi-employer pension plan” as defined by Canadian Pension Laws and registered in accordance with Canadian
Pension Laws and as to which any Credit Party or any Subsidiary thereof is making, or is accruing an obligation to make, or has
accrued an obligation to make contributions within the preceding seven (7) years, and shall not include any Multiemployer Plan.


 




    	8 



     


    

 


“Canadian Obligations”
means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest on (including interest accruing
after the filing of any bankruptcy or similar petition) the Canadian Revolving Loans and (b) all other fees and commissions (including
attorneys’ fees), charges, indebtedness, loans, liabilities, financial accommodations, obligations, covenants and duties
owing by the Credit Parties to the Canadian Lenders or Administrative Agent, in each case under any Loan Document, with respect
to any Canadian Revolving Loan of every kind, nature and description, direct or indirect, absolute or contingent, due or to become
due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note and including interest and fees
that accrue after the commencement by or against any Credit Party or any Affiliate thereof of any proceeding under any Debtor Relief
Laws, naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such
proceeding.


 


“Canadian Outstandings”
means (a) with respect to Canadian Revolving Loans, including Canadian Swingline Loans and Canadian Special Advances, on any date,
the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Canadian
Revolving Loans, including Canadian Swingline Loans and Canadian Special Advances, as the case may be, occurring on such date;
plus (b) with respect to any Canadian LC Obligations on any date, the aggregate outstanding amount thereof on such date
after giving effect to any Canadian Revolving Extensions of Credit occurring on such date and any other changes in the aggregate
amount of the Canadian LC Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings
under any Canadian Letters of Credit or any reductions in the maximum amount available for drawing under Canadian Letters of Credit
taking effect on such date.


 


“Canadian Overadvance”
means, as of any date of determination, the sum of the principal amount of any Canadian Revolving Loans, Canadian Swingline Loans
and Canadian Letters of Credit in excess of the lesser of the Canadian Borrowing Base or the Canadian Loan Limit.


 


“Canadian Pension Laws”
means the Income Tax Act (Canada) and any pension standards legislation applicable to a Canadian Pension Plan or a Canadian Multiemployer
Plan.


 


“Canadian Pension Plan”
means any Canadian Employee Benefit Plan, other than a Canadian Multiemployer Plan, which is a “registered pension plan”
as defined under Section 248(l) of the Income Tax Act (Canada) and which (a) is maintained, funded or administered for the employees
of any Credit Party or any Subsidiary thereof or (b) has at any time within the preceding seven (7) years been maintained, funded
or administered for the employees of any Credit Party or any Subsidiary thereof, and shall not include any Pension Plan.


 


“Canadian Protective Advance”
has the meaning set forth in Section 2.3(d)(i).


 


“Canadian Reference Bank”
means any one or more of The Bank of Nova Scotia, Bank of Montreal, Royal Bank of Canada, The Toronto-Dominion Bank, Canadian Imperial
Bank of Commerce or National Bank of Canada, as Administrative Agent may determine.


 


“Canadian Restricted Subsidiary”
means any Canadian Subsidiary that is a Restricted Subsidiary.


 


“Canadian Revolving Credit Note”
means a promissory note made by the Canadian Borrower in favor of a Canadian Lender evidencing the Canadian Revolving Loans made
by such Canadian Lender, substantially in the form attached as Exhibit A-2, and any substitutes therefor, and any replacements,
restatements, renewals or extension thereof, in whole or in part.


 




    	9 



     


    

 


“Canadian Revolving Loans”
has the meaning set forth in Section 2.1.


 


“Canadian Secured Obligations”
means, collectively, (a) the Canadian Obligations and (b) the Canadian Bank Product Obligations.


 


“Canadian Secured Parties”
means, collectively, Administrative Agent, the Canadian Lenders, a Bank Product Provider to the extent of any Bank Product Agreement
with a Canadian Credit Party or Canadian Bank Product Obligations owing to it, each co- agent or sub-agent appointed by Administrative
Agent from time to time pursuant to Section 12.5, any other holder from time to time of any Canadian Secured Obligations
and, in each case, their respective successors and permitted assigns.


 


“Canadian Security Agreements”
means each Security Document governed by the laws of Canada or a jurisdiction in Canada.


 


“Canadian Special Advance”
means a Canadian Protective Advance or a Canadian Overadvance.


 


“Canadian Subsidiary”
means any Subsidiary of Holdings that is organized under the laws of Canada or any province or territory thereof, including, without
limitation, the Canadian Borrowers.


 


“Canadian Swingline Loan”
has the meaning set forth in Section 2.2(a).


 


“Canadian Swingline Loan Limit”
means, on any day, the lesser of (a) the US Dollar Equivalent of $3,000,000 or (b) the Canadian Commitments.


 


“Canadian Swingline Note”
means a promissory note made by the Canadian Borrowers in favor of the Swingline Lender evidencing the Canadian Swingline Loans
made by the Swingline Lender, substantially in the form attached as Exhibit A-4, and any substitutes therefor, and any replacements,
restatements, renewals or extension thereof, in whole or in part.


 


“Capital Asset” means,
with respect to Holdings and its Restricted Subsidiaries, any asset that should, in accordance with GAAP, be classified and accounted
for as a capital asset on a Consolidated balance sheet of Holdings and its Restricted Subsidiaries.


 


“Capital Expenditures”
means, with respect to Holdings and its Restricted Subsidiaries for any period, the aggregate cost of all Capital Assets acquired
by Holdings and its Restricted Subsidiaries during such period, as determined in accordance with GAAP, excluding (a) interest capitalized
during construction and (b) any expenditure to the extent, for purpose of the definition of Permitted Acquisition, such expenditure
is part of the Permitted Acquisition Consideration for any Permitted Acquisition consummated during or prior to such period, net
of any Net Cash Proceeds received from (i) any disposition of Capital Assets (to the extent permitted hereunder) that have actually
been reinvested during such period in other Capital Assets or (ii) any Insurance and Condemnation Event that have actually been
reinvested during such period in other Capital Assets; provided, that Capital Expenditures shall not be less than
zero.


 


“Capital Lease” means
any lease of any property by Holdings or any of its Restricted Subsidiaries, as lessee, that should, in accordance with GAAP, be
classified and accounted for as a capital lease on a Consolidated balance sheet of Holdings and its Restricted Subsidiaries. Notwithstanding
the foregoing and Section 13.9, any obligations of a Person under a lease (whether existing now or entered into in the future)
that is not (or would not be) a Capital Lease under GAAP as in effect on the Closing Date, shall not be treated as a Capital Lease
solely as a result of the adoption of changes in GAAP.


 




    	10 



     


    

 


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


 


“Cash Collateral” shall
have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.


 


“Cash Collateralize”
means, to pledge and deposit with, or deliver to, Administrative Agent, for the benefit of one or more of the Issuing Bank, the
Swingline Lender, the Lenders or a Bank Product Provider, as collateral for LC Obligations or obligations of the Lenders to fund
participations in respect of LC Obligations or Swingline Loans or Bank Product Obligations, cash or deposit account balances or,
if Administrative Agent, the Issuing Bank and the Swingline Lender, or Bank Product Provider, if applicable, shall agree, in their
sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to
Administrative Agent, the Issuing Bank and the Swingline Lender, and if applicable, the Bank Product Provider. In the case of LC
Obligations, “Cash Collateralize” shall include any one or more of the following (individually or in combination):
(a) providing cash collateral (pursuant to documentation reasonably satisfactory to Administrative Agent) to be held by Administrative
Agent for the benefit of the Lenders in an amount equal to one hundred five percent (105%) of the then existing LC Obligations,
or (b) delivering to Administrative Agent documentation executed by all beneficiaries under the Letters of Credit, in form and
substance reasonably satisfactory to Administrative Agent and the Issuing Bank, terminating all of such beneficiaries’ rights
under the Letters of Credit, or (c) providing Administrative Agent with a standby letter of credit, in form and substance reasonably
satisfactory to Administrative Agent, from a commercial bank acceptable to Administrative Agent (in its sole discretion) in an
amount equal to one hundred five percent (105%) of the then existing LC Obligations (it being understood that the Letter of Credit
Fee and all fronting fees set forth in this Agreement will continue to accrue while the Letters of Credit are outstanding and that
any such fees that accrue must be an amount that can be drawn under any such standby letter of credit).


 


“Cash Dominion Event”
means (a) Adjusted Excess Availability is less than the greater of (i) ten percent (10.0%) of the Loan Cap at any time or (ii)
$60,000,000, for any five (5) consecutive Business Days or (b) a Specified Event of Default exists or has occurred and be continuing;
provided, that:


 


(A)   to
the extent that the Cash Dominion Event has occurred due to clause (a) of this definition, if Adjusted Excess Availability
shall be equal to or greater than the amount in clause (a) of this definition for at least thirty (30) consecutive days,
the Cash Dominion Event shall no longer be deemed to exist or be continuing until such time as Adjusted Excess Availability may
again be less than such amount and


 


(B)   to
the extent that the Cash Dominion Event has occurred due to clause (b) of this definition, if such Specified Event of Default
is cured or waived or otherwise no longer exists for a period of at least thirty (30) consecutive days, the Cash Dominion Event
shall no longer be deemed to exist or be continuing.


 




    	11 



     


    

 


“Cash Equivalents” means,
collectively, (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured
by the Canadian or United States federal government or (ii) issued by any agency of Canada or the United States federal government
the obligations of which are fully backed by the full faith and credit of the Canadian or United States federal government, (b)
any readily-marketable direct obligations issued by any other agency of the Canadian or United States federal government, any province
or territory of Canada or state of the United States or any political subdivision of any such province, territory or state or any
public instrumentality thereof, in each case having, as applicable, (i) a long term rating of at least “AAA”, “AA+”,
“AA” or “AA-” from S&P or at least “Aaa”, “Aa1”, “Aa2”, or “Aa3”
from Moody’s, (ii) a short term rating of at least “A-1” from S&P or at least “P-1” from Moody’s
or (iii) a municipal bond rating of at least “SP-1” from S&P or at least “MIG 1” or “VMIG 1”
from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or “P-1” by Moody’s
and issued by any Person organized under the laws of any province of Canada or state of the United States, (d) any US Dollar-denominated
time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by (i) any
Lender, (ii) any bank that is organized under the laws of Canada and referenced on Schedule I of the Bank Act (Canada) and has
net assets in excess of C$500,000,000 or (iii) any commercial bank that is (A) organized under the laws of the United States, any
state thereof or the District of Columbia, (B) “adequately capitalized” (as defined in the regulations of its primary
federal banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess of $250,000,000 and (e) shares
of any Canadian or United States money market fund that (i) complies with the criteria set forth in Securities and Exchange Commission
Rule 2a-7 under the Investment Company Act of 1940, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either
S&P or Moody’s the highest rating obtainable for money market funds in Canada or the United States; provided,
that, the maturities of all obligations specified in any of clauses (a), (b), (c) and (d) above
shall not exceed three hundred sixty five (365) days.


 


“Cash Management Bank”
has the meaning set forth in Section 9.14.


 


“Cash Management Services”
means any cash management or related services including treasury, depository, return items, overdraft, controlled disbursement,
merchant store value cards, e-payables services, electronic funds transfer, interstate depository network, automatic clearing house
transfer (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline
system) and other cash management arrangements.


 


“CCQ”
means the Civil Code of Quebec, and, where applicable, the regulations promulgated thereunder.


 


“CD&R Investors”
means, collectively, (a) CD&R Fund VIII, (b) CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited
partnership, and any successor in interest thereto, (c) CD&R Advisor Fund VIII Co-Investor, L.P., a Cayman Islands exempted
limited partnership, and any successor in interest thereto, (id) CD&R Roadhouse Holdings, L.P., a Cayman Islands exempted limited
partnership, and any successor in interest thereto, and (e) any Affiliate of any CD&R Investor identified in clauses (a)
through (d) of this definition.


 


“CDOR Rate” means the
average rate per annum as reported on the Reuters Screen CDOR Page (or any successor page or such other page or commercially available
service displaying Canadian interbank bid rates for Canadian Dollar bankers’ acceptances as Administrative Agent may designate
from time to time, or if no such substitute service is available, the rate quoted by a Schedule I bank under the Bank Act (Canada)
selected by Administrative Agent at which such bank is offering to purchase Canadian Dollar bankers’ acceptances) as of 10:00
a.m. Eastern (Toronto) time on the date of commencement of the requested Interest Period, for a term, and in an amount, comparable
to the Interest Period and the amount of the Canadian BA Rate Loan requested (whether as an initial Canadian BA Rate Loan or as
a continuation of a Canadian BA Rate Loan or as a conversion of a Canadian BA Rate Loan to a CDOR Rate Loan) by or on behalf of
a Borrower (including by Borrower Representative) in accordance with this Agreement (and, if any such reported rate is below zero,
then the rate determined pursuant to this clause (b) shall be deemed to be zero). Each determination of the CDOR Rate shall be
made by Administrative Agent and shall be conclusive in the absence of manifest error.


 




    	12 



     


    

 


“CFC” means any Subsidiary
of Holdings that is treated as a corporation for U.S. federal income tax purposes that is organized under the laws of a jurisdiction
of any U.S. state or the District of Columbia.


 


“Change in Control” means
an event or series of events by which:


 


(a)   at
any time, Holdings shall fail to own, directly or indirectly, at least one hundred percent (100%) of the Capital Stock of the Borrowers
entitled to vote in the election of members of the board of directors (or equivalent governing body) of the Borrowers (provided,
that, any transaction permitted under Section 10.4 or under Section 10.5(f) shall not constitute a Change in Control for purposes
of this clause (a)); or


 


(b)   (i)
any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding
any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent
or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and
13d-5 under the Exchange Act, except that a “person” or “group” shall be deemed to have “beneficial
ownership” of all Capital Stock that such “person” or “group” has the right to acquire, whether such
right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly
or indirectly, of more than twenty-five percent (25%) of the Capital Stock of Holdings entitled to vote in the election of members
of the board of directors (or equivalent governing body) of Holdings or (ii) a majority of the members of the board of directors
(or other equivalent governing body) of Holdings shall not constitute Continuing Directors; or


 


(c)   there
shall have occurred under the Term Loan Agreement, the 2015 Senior Note Documents or any indenture or other instrument evidencing
any Indebtedness or Capital Stock in excess of the Threshold Amount any “change in control” or similar provision (as
set forth in the indenture, agreement or other evidence of such Indebtedness) obligating Holdings or any of its Subsidiaries to
repurchase, redeem or repay all or any part of the Indebtedness or Capital Stock provided for therein.


 


“Change in Law” means
the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation
or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive
(whether or not having the force of law) by any Governmental Authority; provided, that, notwithstanding anything
herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the
Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United
States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law”, regardless of the date enacted, adopted or issued.


 


“Chattel Paper” means
chattel paper (as such term is defined in Article 9 of the UCC).


 


“Closing Date” means
the date of this Agreement.


 


“Closing Date Acquisition”
means the acquisition by Holdings or one of its Wholly-Owned Subsidiaries of all of the outstanding equity interests of the Target
Company pursuant to the Closing Date Acquisition Agreement.


 




    	13 



     


    

 


“Closing Date Acquisition Agreement”
means the Agreement and Plan of Merger, dated as of July 27, 2015 by and among Holdings, certain subsidiaries of Holdings and the
Target Company, including all schedules, exhibits and annexes thereto.


 


“Closing Date Acquisition Agreement
Material Adverse Effect” means any effect, state of facts, development, event, change, occurrence or circumstance that
(x) has had, or is reasonably likely to have, individually or in the aggregate, a material adverse effect upon the financial condition,
business, or results of operations of the Group Companies, taken as a whole; provided, however, that any adverse
effect, state of facts, development, event, change, occurrence or circumstance arising from or related to (i) conditions generally
affecting the economy, credit or financial or capital markets in the United States or elsewhere in the world, including any changes
in interest or exchange rates, (ii) any national or international political or social conditions, including acts of war (whether
or not declared), sabotage or terrorism, or any escalation or worsening of any such acts of war (whether or not declared), sabotage
or terrorism, (iii) changes in GAAP, (iv) changes in any laws, rules, regulations, orders, or other binding directives issued by
any Governmental Entity, (v) any change that is generally applicable to the industries or markets in which the Group Companies
operate, (vi) the public announcement of the transactions contemplated by the Closing Date Acquisition Agreement, (vii) any failure
by the Company to meet any projections, forecasts or revenue or earnings predictions (provided that, unless subject to another
exclusion set forth in this definition, the underlying cause of any such change may be taken into account in determining whether
there has been a Closing Date Acquisition Agreement Material Adverse Effect), (viii) any action required or contemplated by the
Closing Date Acquisition Agreement and/or the Ancillary Documents, including the completion of the transactions contemplated thereby,
(ix) any action taken by any of the Group Companies at Parent’s written request (provided that, if any such action could
reasonably be expected to adversely affect the Financing Sources, the consent of the Financing Sources shall be required, such
consent not to be unreasonably withheld, conditioned or delayed), or (x) any change resulting from the consummation of the transactions
contemplated by the Closing Date Acquisition Agreement or the Ancillary Documents, including any such change relating to the identity
of, or facts and circumstances relating to, Parent and including any actions taken by the Group Companies’ customers, suppliers
or personnel, shall not be taken into account in determining whether a “Closing Date Acquisition Agreement Material Adverse
Effect” has occurred; provided, however, that any change or effect referred to in clauses (i), (ii), (iii),
(iv) and (v) immediately above may be taken into account in determining whether a Closing Date Acquisition Agreement
Material Adverse Effect has occurred to the extent that such change or effect has a materially disproportionate effect on the Group
Companies relative to other companies in the industries or markets in which the Group Companies operate or (y) would reasonably
be expected to prevent the consummation of the transactions contemplated by the Closing Date Acquisition Agreement. Capitalized
terms used in this definition and defined in the Closing Date Acquisition Agreement shall have the meanings ascribed to such terms
in the Closing Date Acquisition Agreement.


 


“Closing Date Acquisition Agreement
Representations” means the representations made by or on behalf of the Target Company and its Subsidiaries in the Closing
Date Acquisition Agreement as are material to the interests of the Lenders (in their capacities as such), but only to the extent
that Holdings or its applicable Affiliates have the right to terminate their obligations under the Closing Date Acquisition Agreement
or decline to consummate the Closing Date Acquisition as a result of a breach of any of such representations in the Closing Date
Acquisition Agreement.


 


“Closing Date Acquisition Documents”
means, collectively, (a) the Closing Date Acquisition Agreement and all schedules, exhibits and annexes thereto and (b) all other
agreements, documents and instruments entered into in connection therewith (excluding, in any event, the Loan Documents, the Term
Loan Documents and Note Documents), each, pursuant to this clause (b), as amended, supplemented or otherwise modified from
time to time in accordance with this Agreement.


 




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“Code” means the Internal
Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.


 


“Collateral” means the
collateral security for the Secured Obligations pledged or granted pursuant to the Security Documents.


 


“Collateral Access Agreement”
means a landlord waiver, bailee letter, or acknowledgement agreement of any lessor, warehouseman, processor, consignee, or other
Person in possession of, having a Lien upon, or having rights or interests in any Borrower’s or its Subsidiaries’ books
and records, Equipment, or Inventory, in each case, in form and substance reasonably satisfactory to Administrative Agent.


 


“Collection Account”
means the Canadian Collection Account and US Collection Account.


 


“Commitment Percentage”
means, as to any Lender, at any time, the percentage of the sum of Canadian Commitments and US Commitments of all Lenders represented
by the sum of such Lender’s Canadian Commitment and US Commitment. If the Commitments have terminated or expired, the Commitment
Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments. Each reference
to “a Lender” shall include, collectively, all Lenders that are Affiliates and all branches of a Lender or its Affiliates
as though all such parties were one Lender hereunder.


 


“Commitments” means,
collectively, as to all Lenders, the US Commitments and the Canadian Commitments of such Lenders. The aggregate Commitment of all
the Lenders on the Closing Date shall be $700,000,000.


 


“Commodity Exchange Act”
means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.


 


“Compliance Certificate”
means a certificate substantially in the form of Exhibit F to this Agreement executed and delivered by a Responsible Officer
of Borrower Representative to Administrative Agent.


 


“Compliance Period” means
at any time Adjusted Excess Availability is less than the greater of (i) ten percent (10.0%) of the Loan Cap or (ii) $60,000,000
and shall continue for the period until Adjusted Excess Availability has been greater than such amount for a period of at least
thirty (30) consecutive days.


 


“Connection Income Taxes”
means Other Connection Taxes that are imposed on or measured by net income (however denominated) or capital or that are franchise
Taxes or branch profits Taxes.


 


“Consolidated” means,
when used with reference to financial statements or financial statement items of any Person, such statements or items on a consolidated
basis in accordance with applicable principles of consolidation under GAAP.


 




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“Consolidated EBITDA”
means, for any period, the following determined on a Consolidated basis, without duplication, for Holdings and its Restricted Subsidiaries
in accordance with GAAP: (a) Consolidated Net Income for such period, plus (b) the sum of the following, without duplication,
to the extent (except with respect to clause (b)(xiii) below) deducted in determining Consolidated Net Income for such period:
(i) provision for all taxes (whether or not paid, estimated or accrued) based on income, profits or capital (including penalties
and interest, if any); (ii) Consolidated Interest Expense; (iii) depreciation; (iv) amortization (including amortization of goodwill
and intangibles and amortization and write-off of financing costs); (v) any non-cash charge, write-down, expense or loss; (vi)
any expenses or charges related to any Equity Issuance, Indebtedness or Investment, in each case as 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 Holdings or its Restricted Subsidiaries); (vii) the amount of any loss
attributable to non-controlling interests; (viii) all deferred financing costs written off and premiums paid in connection with
any early extinguishment of Indebtedness or any Hedge Agreement or other derivative instruments; (ix) any board of directors fees,
management, monitoring, consulting and advisory fees, indemnities and related expenses paid to any of the Target Company and its
Affiliates on or prior to the Closing Date; (x) the amount of any restructuring charge or reserve or non-recurring integration
charges or reserves (including severance costs, costs associated with office, facility and branch openings, closings and consolidations
(in the case of openings, incurred in connection with acquisitions and Investments) and relocation costs); (xi) any costs or expenses
incurred by Holdings or any Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management
or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses
are funded with cash proceeds contributed to the capital of Holdings or net cash proceeds of an issuance of Capital Stock of Holdings
(other than Disqualified Capital Stock); (xii) proceeds from business interruption insurance (to the extent such proceeds are not
reflected as revenue or income in computing Consolidated Net Income and only to the extent the losses or other reduction of net
income to which such proceeds are attributable are not otherwise added back in computing Consolidated Net Income); and (xiii) the
amount of “run-rate” cost savings projected by Holdings in good faith to be realized as the result of actions taken
or to be taken on or prior to the date that is twenty-four (24) months after the Closing Date, or twenty-four (24) months after
the consummation of any operational change, respectively, and prior to or during such period (calculated on a pro forma basis as
though such cost savings had been realized on the first day of such period; it being understood that “run-rate” means
the full recurring benefit for a period that is associated with any action taken or committed to be taken), net of the amount of
actual benefits realized during such period from such actions; provided, that (A) a duly completed certificate signed
by a Responsible Officer of Holdings shall be delivered to Administrative Agent together with the Compliance Certificate required
to be delivered pursuant to Section 9.2(a), certifying that such cost savings are reasonably anticipated to be realized
within twenty-four (24) months after the Closing Date or within twenty-four (24) months after the consummation of any operational
change, as applicable, and are factually supportable as determined in good faith by Holdings, (B) no cost savings shall be added
pursuant to this clause (xiii) to the extent duplicative of any expenses or charges otherwise added to Consolidated Net
Income, whether through a pro forma adjustment or otherwise, for such period, (C) projected amounts (not yet realized) may no longer
be added in calculating Consolidated EBITDA pursuant to this clause (xiii) to the extent occurring more than eight full
fiscal quarters after the specified action taken in order to realize such projected cost savings and (D) the aggregate amount of
the add backs made pursuant to this clause (xiii) shall not exceed (x) for the period commencing October 1, 2015 and ending September
30, 2018, an amount equal to the greater of (1) twenty percent (20%) of Consolidated EBITDA for the period of four (4) consecutive
fiscal quarters most recently ended prior to the determination date (and such determination shall be made prior to the making of,
and without giving effect to, any adjustments pursuant to this clause (xiii)) and (2) $50,000,000 and (y) for all periods thereafter,
twenty percent (20%) of Consolidated EBITDA for the period of four (4) consecutive fiscal quarters most recently ended prior to
the determination date (and such determination shall be made prior to the making of, and without giving effect to, any adjustments
pursuant to this clause (xiii)). For purposes of this Agreement, Consolidated EBITDA shall be calculated in accordance with Section 1.12,
as applicable.


 




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“Consolidated Fixed Charges”
means, as to any Person and its Subsidiaries, on a consolidated basis, with respect to any period, the sum of, without duplication,
(a) all Consolidated Interest Expense paid in cash during such period, plus (b) all regularly scheduled (as determined at the beginning
of the respective period) principal payments required to be made during such period with respect to Indebtedness, plus (c) Federal,
State, local and foreign income tax paid by Holdings and its Subsidiaries paid in cash during such period, plus (d) all Restricted
Payments paid in cash during such period (excluding Restricted Payments made in reliance on Section 10.6(e)); provided,
that, (i) subject to clause (ii) below, until the last day of the first full fiscal quarter after the first anniversary
of the Closing Date, for purposes of the calculation of the Fixed Charge Coverage Ratio, Consolidated Fixed Charges for each four
(4) consecutive quarter period shall use the amount of the Consolidated Fixed Charges for the period commencing on the first day
of the fiscal quarter after the Closing Date and ending on the last day of the fiscal quarter then most recently ended multiplied
by the fraction, (A) the numerator of which is four (4) and (B) the denominator of which is the number of fiscal quarters since
(and including) the first full fiscal quarter after the Closing Date and (ii) in the event that the Fixed Charge Coverage Ratio
is determined based on the immediately preceding twelve (12) consecutive fiscal months, then instead of the calculation under clause
(i), until the last day of the first full fiscal month after the first anniversary of the Closing Date, for purposes of the calculation
of the Fixed Charge Coverage Ratio, Consolidated Fixed Charges for each twelve (12) consecutive month period shall use the amount
of the Consolidated Fixed Charges for the period commencing on the first day of the fiscal month after the Closing Date and ending
on the last day of the fiscal month then most recently ended multiplied by the fraction, (i) the numerator of which is twelve (12)
and (ii) the denominator of which is the number of fiscal months since (and including) the first full fiscal month after the Closing
Date.


 


“Consolidated Interest Expense”
means, for any period, (i) the total interest expense of Holdings and its Restricted Subsidiaries to the extent deducted in calculating
Consolidated Net Income, net of any interest income of Holdings and its Restricted Subsidiaries, including any such interest expense
consisting of (A) interest expense attributable to Capital Leases, (B) amortization of debt discount, (C) interest in respect of
Indebtedness of any other Person that has been guaranteed by Holdings or any Restricted Subsidiary, but only to the extent that
such interest is actually paid by Holdings 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 Capital Stock
of Holdings held by Persons other than Holdings or a Restricted Subsidiary, and minus (iii) to the extent otherwise included in
such interest expense referred to in clause (i) above, amortization or write-off of financing costs, 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 Holdings and its Restricted Subsidiaries
with respect to 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).


 




    	17 



     


    

 


“Consolidated Net Income”
means, for any period, the net income (or loss) of Holdings and its Restricted Subsidiaries for such period, determined on a Consolidated
basis, without duplication, in accordance with GAAP and before any reduction in respect of preferred stock dividends; provided,
that in calculating Consolidated Net Income of Holdings and its Restricted Subsidiaries for any period, there shall be excluded
(a) any net income (loss) of any Person if such Person is not Holdings or a Restricted Subsidiary, except that (i) Holdings’
or any Restricted Subsidiary’s equity in the net income of any such Person for such period shall be included in such Consolidated
Net Income up to the aggregate amount of cash actually distributed by such Person during such period to Holdings or a Restricted
Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary,
to the limitations contained in clause (b) below) and (ii) Holdings’ or any Restricted Subsidiary’s equity in
the net loss of such Person shall be included to the extent of the aggregate Investment of the Borrower or any of its Restricted
Subsidiaries in such Person; (b) solely for purposes of Sections 10.3(n), 10.6(g) and 10.9(b)(ii), any net
income (loss) of any Restricted Subsidiary that is not a Subsidiary Guarantor 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 Holdings 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 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 Administrative Agent and the Lenders hereunder than such restrictions
in effect on the Closing Date as determined by Holdings in good faith), except that (i) Holdings’ 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 Holdings
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 (b)) and (ii) the net loss of such Restricted Subsidiary shall be included to
the extent of the aggregate Investment of Holdings or any of its other Restricted Subsidiaries in such Restricted Subsidiary; (c)
(x) any gain or loss realized upon the sale, abandonment or other disposition of any asset of Holdings 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 of Holdings) and (y) any gain or loss realized upon the disposal,
abandonment or discontinuation of operations of Holdings or any Restricted Subsidiary, and any income (loss) from disposed, abandoned
or discontinued operations, including in each case any closure of any branch; (d) (x) any extraordinary, unusual or nonrecurring
gain, loss or charge and (y) any fees, expenses and charges associated with the Transactions and any other acquisition, disposition,
merger or consolidation; (e) the cumulative effect of a change in accounting principles or a change as a result of the adoption
or modification of accounting policies; (f) all deferred financing costs written off and premiums paid in connection with any early
extinguishment of Indebtedness or Hedge Agreements or other derivative instruments; (g) any unrealized gains or losses in respect
of Hedge Agreements; (h) any unrealized foreign currency transaction gains or losses in respect of Indebtedness of any Person denominated
in a currency other than the functional currency of such Person; (i) any non-cash compensation charge arising from any grant of
stock, stock options or other equity-based awards, or any vesting or acceleration thereof; (j) to the extent otherwise included
in Consolidated Net Income, any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness
or other obligations of Holdings or any Restricted Subsidiary owing to Holdings or any Restricted Subsidiary; (k) 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); (l) expenses related to the conversion
or modification of various employee benefit programs, and non-cash compensation related expenses; (m) any fees, expenses, charges,
premiums or other payments, or any amortization thereof, in connection with the incurrence of Indebtedness (including such fees,
expenses or charges related to the offering and issuance of debt securities, the syndication and incurrence of the Credit Facility
or the Term Loan Facility), Equity Issuances, refinancing transaction or amendment or modification of any debt instrument (including
any amendment or other modification of the 2015 Senior Notes and other securities and the Credit Facility or the Term Loan Facility)
and including, in each case, any such transaction consummated on or prior to the Closing Date and any such transaction undertaken
but not completed, and any charges or non-recurring costs incurred during such period as a result of any such transaction, in each
case whether or not successful or consummated; (n) any expenses, charges or losses to the extent covered by insurance or indemnity
and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount
will in fact be reimbursed by the insurer or indemnifying party and only to the extent that such amount is in fact reimbursed within
three hundred sixty-five (365) days of the date of the insurable or indemnifiable event (net of any amount so added back in any
prior period to the extent not so reimbursed within the applicable three hundred sixty-five (365) day period); and (o) any impairment
charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible
assets, long-lived assets, investments in debt and equity securities and investments recorded using the equity method or as a result
of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP.


 




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In the case of any unusual or nonrecurring
gain, loss or charge not included in Consolidated Net Income pursuant to clause (d)(x) above in any determination thereof,
Holdings will deliver a duly completed certificate signed by a Responsible Officer to 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 Total Assets”
means, as of any date of determination, all assets of Holdings and its Restricted Subsidiaries that would, in accordance with GAAP,
be classified as assets on a consolidated balance sheet of Holdings and its Restricted Subsidiaries.


 


“Consolidated Total Indebtedness”
means, as of any date of determination, an amount equal to the aggregate principal amount of outstanding Indebtedness of Holdings
and its Restricted Subsidiaries as of such date consisting of (without duplication) Indebtedness for borrowed money (including
purchase money indebtedness and unreimbursed outstanding drawn amounts under funded letters of credit); obligations in respect
of Capital Leases; debt obligations evidenced by bonds, debentures, notes or similar instruments; Disqualified Capital Stock; and
(in the case of any Restricted Subsidiary that is not a Subsidiary Guarantor) preferred stock, determined on a Consolidated basis
in accordance with GAAP (excluding items eliminated in Consolidation, and for the avoidance of doubt, excluding obligations under
Hedge Agreements).


 


“Consolidated Total Leverage Ratio”
means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness on such date to (b) Consolidated EBITDA
for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date.


 


“Continuing Directors”
means (a) the directors of Holdings on the Closing Date (after giving effect to the Transactions) and (b) each other director of
Holdings, if either (i) such other director’s nomination for election to the board of directors (or equivalent governing
body) of Holdings is recommended by or (ii) such other director’s election to the board of directors (or equivalent governing
body) of Holdings is approved for purposes of this Agreement by, in either case, at least fifty-one percent (51%) of the then Continuing
Directors.


 


“Control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through
the ability to exercise voting power, by contract or otherwise.


 


“Control Agreement” means
a control agreement (or equivalent agreement for Deposit Accounts and Securities Accounts in Canada), in each case in form and
substance reasonably satisfactory to Administrative Agent, executed and delivered by a Credit Party or one of its Subsidiaries,
Administrative Agent, and the applicable securities intermediary (with respect to a Securities Account) or bank (with respect to
a Deposit Account).


 




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“Controlling” and “Controlled”
have meanings correlative thereto.


 


“Credit Facility” means
the credit facility for Revolving Loans, Swingline Loans, Special Advances and Letters of Credit established pursuant to Article
II (including any increase in such revolving credit facility established pursuant to Section 6.13).


 


“Credit Parties” means,
collectively, US Credit Parties and Canadian Credit Parties.


 


“Credit Party Materials”
has the meaning assigned thereto in Section 9.2.


 


“Debt Issuance” means
the issuance of any Indebtedness for borrowed money by any Credit Party or any of its Restricted Subsidiaries.


 


“Debtor Relief Laws”
means the Bankruptcy Code of the United States of America, the Bankruptcy and Insolvency Act (Canada),
the Winding-Up and Restructuring Act (Canada), the Companies’ Creditor Arrangement Act (Canada) and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
or similar debtor relief Laws of the United States, Canada or other applicable jurisdictions from time to time in effect.


 


“Default” means any of
the events specified in Section 11.1 which with the passage of time, the giving of notice or any other condition, would
constitute an Event of Default.


 


“Defaulting Lender” means,
subject to Section 6.15(b), any Lender that (a) has failed to (i) fund all or any portion of the Revolving Loans, participations
in LC Obligations or participations in Swingline Loans required to be funded by it hereunder within two (2) Business Days of the
date such Revolving Loans or participations were required to be funded hereunder unless such Lender notifies Administrative Agent
and Borrower Representative in writing that such failure is the result of such Lender’s determination that one or more conditions
precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified
in such writing) has not been satisfied, or (ii) pay to Administrative Agent, the Issuing Bank, the Swingline Lender or any other
Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or
Swingline Loans) within two (2) Business Days of the date when due, (b) has notified Borrower Representative, Administrative Agent,
the Issuing Bank or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or
has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to
fund a Revolving Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent
to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or
public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by Administrative
Agent or Borrower Representative, to confirm in writing to Administrative Agent and Borrower Representative that it will comply
with its prospective funding obligations hereunder (provided, that such Lender shall cease to be a Defaulting Lender
pursuant to this clause (c) upon receipt of such written confirmation by Administrative Agent and Borrower Representative),
or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief
Law, or (ii) had appointed for it a receiver, interim receiver, receiver and manager, custodian,
conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation
of its business or assets, including the FDIC or any other state, federal or foreign regulatory authority acting in such a capacity;
provided, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any
equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership
interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from
the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject,
repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by Administrative Agent that
a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding
absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 6.15(b)) upon delivery
of written notice of such determination to Borrower Representative, the Issuing Bank, the Swingline Lender and each Lender.


 




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“Deposit Account” means
any deposit account (as such term is defined in the UCC).


 


“Designated Account”
means the Deposit Account of Borrower Representative identified on Schedule 1.1(d) to this Agreement (or such other Deposit
Account of Borrower Representative located at Designated Account Bank that has been designated as such, in writing, by Borrower
Representative to Administrative Agent).


 


“Designated Account Bank”
means Wells Fargo Bank, N.A. (or such other bank that is located within the United States that has been designated as such in writing
by Borrower Representative to Administrative Agent).


 


“Dilution” means, as
of any date of determination, a percentage, based upon the experience of the immediately prior twelve (12) months, that is the
result of dividing the US Dollar (or US Dollar Equivalent) amount of (a) bad debt write-downs, discounts, advertising allowances,
credits, or other dilutive items with respect to Borrowers’ Accounts during such period, by (b) Borrowers’ billings
with respect to Accounts during such period.


 


“Dilution Reserve” means,
as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts by one (1) percentage
point for each percentage point by which Dilution is in excess of five percent (5%).


 


“Disqualified Capital Stock”
means any Capital Stock that, by its terms (or by the terms of any security or other Capital Stock into which it is convertible
or for which it is exchangeable) or upon the happening of any event or condition, (a) matures or is mandatorily redeemable (other
than solely for Qualified Capital Stock), pursuant to a sinking fund obligation or otherwise (except as a result of a change of
control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event
shall be subject to the prior repayment in full of the Revolving Loans and all other Obligations that are accrued and payable and
the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Capital
Stock) (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence
of a change of control or asset sale event shall be subject to the prior repayment in full of the Revolving Loans and all other
Obligations that are accrued and payable and the termination of the Commitments), in whole or in part, (c) provides for the scheduled
payment of dividends in cash or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Capital Stock
that would constitute Disqualified Capital Stock, in each case, prior to the date that is ninety-one (91) days after the Term Loan
Maturity Date (as defined in the Term Loan Agreement); provided, that, if such Capital Stock is issued pursuant to
a plan for the benefit of Holdings or its Restricted Subsidiaries or by any such plan to such employees, such Capital Stock shall
not constitute Disqualified Capital Stock solely because it may be required to be repurchased by Holdings or its Restricted Subsidiaries
in order to satisfy applicable statutory or regulatory obligations.


 




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“Disqualified Institutions”
means those Persons that are competitors of the Borrowers and their Subsidiaries that are identified in writing by Borrower Representative
to Administrative Agent (and any such competitors’ Affiliates that are either identified in writing by Borrower Representative
to Administrative Agent or that are clearly identifiable as an Affiliate of any such competitor based on such Affiliate’s
name (in each case other than Affiliates that are bona fide debt funds or fixed income investors that are engaged in making or
purchasing commercial loans in the ordinary course of business)) in each case as being excluded from the definition of “Eligible
Assignee” hereunder. The identification of any Person as a Disqualified Institution after the date hereof shall be effective
only as of the time of such identification and any such identification shall have no retroactive effect of any kind, including
to disqualify any Person that theretofore shall have become a Lender. Notwithstanding the foregoing, each Credit Party and the
Lenders acknowledge and agree that Administrative Agent will not have any responsibility or obligation of any kind to determine
whether any Lender or potential Lender is a Disqualified Institution and Administrative Agent will have no liability with respect
to any assignment made to a Disqualified Institution. Borrower Representative shall confirm, upon the written request of Administrative
Agent or any Lender, whether a particular Person is a Disqualified Institution.


 


“Eligible Accounts” mean
those Accounts created by any of the Borrowers in the ordinary course of its business, that arise out of its sale, lease or rental
of goods or rendition of services, that comply in all material respects with each of the representations and warranties respecting
Eligible Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding
criteria set forth below. In determining the amount to be included, Eligible Accounts shall be calculated net of customer deposits,
unapplied cash and sales tax. Eligible Accounts shall not include the following:


 


(a)   Accounts
which either are sixty (60) days or more past due or are unpaid more than one hundred twenty (120) days after the original invoice
date;


 


(b)   Accounts
owed by an Account Debtor (or its Affiliates) where fifty percent (50%) or more of the total amount of all Accounts owed by that
Account Debtor (or its Affiliates) are deemed ineligible hereunder;


 


(c)   Accounts
with respect to which the Account Debtor is (i) an Affiliate of a Borrower or (ii) an employee or agent of a Borrower; provided,
that, Accounts of a portfolio company of any of the CD&R Investors or their respective Affiliates or an employee or
agent thereof shall not be excluded by virtue of this clause (c);


 


(d)   Accounts
arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a
sale on approval, a bill and hold (to the extent it remains unpaid), or any other terms by reason of which the payment by an Account
Debtor may be conditional (other than, for the avoidance of doubt, a rental or lease basis);


 


(e)   Accounts
that are not payable in US Dollars or Canadian Dollars;


 


(f)   Accounts
with respect to which the Account Debtor is a Person other than a Governmental Authority unless: (i) the Account Debtor either
(A) maintains its chief executive office in the United States or Canada, (B) is organized under the laws of the United States,
Canada, or any state, province or subdivision thereof or (C) is a natural person with a billing address in the United States or
Canada; or (ii) (A) the Account is supported by an irrevocable letter of credit satisfactory to Administrative Agent, in its Permitted
Discretion (as to form, substance, and issuer or domestic confirming bank), that has been delivered to Administrative Agent and
is directly drawable by Administrative Agent, or (B) the Account is covered by credit insurance in form, substance, and amount,
and by an insurer, satisfactory to Administrative Agent, in its Permitted Discretion;


 




    	22 



     


    

 


(g)   Accounts
with respect to which the Account Debtor is the government of any foreign country or sovereign state other than the United States
or Canada, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public
corporation, or other instrumentality thereof, unless (i) the Account is supported by an irrevocable letter of credit satisfactory
to Administrative Agent, in its Permitted Discretion (as to form, substance, and issuer or domestic confirming bank), that has
been delivered to Administrative Agent and is directly drawable by Administrative Agent, or (ii) the Account is covered by credit
insurance in form, substance, and amount, and by an insurer, satisfactory to Administrative Agent, in its Permitted Discretion;


 


(h)   Accounts
with respect to which the Account Debtor is the federal government of the United States or any department, agency or instrumentality
of the United States (exclusive, however, of Accounts with respect to which a Borrower has complied, to the reasonable satisfaction
of Administrative Agent, with the Assignment of Claims Act, 31 USC § 3727);


 


(i)   Accounts
with respect to which the Account Debtor is a creditor of Holdings or any Borrower and has or has asserted a right of setoff, or
has disputed its obligation to pay all or any portion of the Account, in each case only to the extent (including, without limitation,
with respect to rebates) of such claim, right of setoff, or dispute;


 


(j)   Accounts
with respect to an Account Debtor whose total obligations owing to Holdings or any Subsidiary of Holdings exceed ten percent (10.0%)
of all Eligible Accounts, but in each case only to the extent of the obligations owing by such Account Debtor in excess of such
percentage; provided, that, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage
shall be determined by Administrative Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations
based upon the foregoing concentration limit;


 


(k)   Accounts
with respect to which the Account Debtor is subject to an Insolvency Proceeding, has gone out of business, or as to which any Borrower
has received notice of an imminent Insolvency Proceeding unless (i) such Account is supported by a letter of credit satisfactory
to Administrative Agent, in its Permitted Discretion (as to form, substance, and issuer or domestic confirming bank), that has
been delivered to Administrative Agent and is directly drawable by Administrative Agent or (ii) such Account Debtor has received
debtor-in-possession financing sufficient as determined by Administrative Agent in its Permitted Discretion to finance its ongoing
business activities;


 


(l)   Accounts
that are not subject to a valid and perfected first priority Lien (but as to priority, subject to the Permitted Liens under clause
(c) of Section 10.2 or the liens securing judgments under clause (i) of Section 10.2 to the extent a Reserve
for such judgment has been established and so long as the judgment lien creditor has not taken any action to enforce such lien)
in favor of Administrative Agent pursuant to the relevant Security Document (as and to the extent provided therein);


 


(m)   Accounts
with respect to which (i) the goods giving rise to such Account have not been shipped, (ii) an invoice or bill for such goods has
not been sent to the Account Debtor, or (iii) the services giving rise to such Account have not been performed and billed to the
Account Debtor;


 


(n)   Accounts
that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance
by a Borrower of the subject contract for goods or services (other than customary maintenance contracts);


 




    	23 



     


    

 


(o)   Any
Account with respect to which a partial payment of such Account has been made by the respective Account Debtor; provided,
that, to the extent such Account consists of multiple separate line-items, only the line items that have been partially
paid shall be excluded;


 


(p)   Accounts
to the extent representing service charges or late fees; and


 


(q)   Accounts
that are evidenced by Chattel Paper or a promissory note issued by an Account Debtor;


 


(r)   Accounts
acquired in connection with a Permitted Acquisition, until the completion of field examination of such Accounts, in each case,
reasonably satisfactory to Administrative Agent (which field examination may be conducted prior to the closing of such Permitted
Acquisition), provided, that, in the case of Accounts substantially similar to those of Borrowers prior to the acquisition,
such Accounts that otherwise satisfy the applicable eligibility criteria will be deemed Eligible Accounts and be included in the
Borrowing Base prior to the field examination, but in no event shall the aggregate amount of (i) all of such Accounts acquired
in Permitted Acquisitions prior to the completion of a field examination with respect thereto that may be included in the Borrowing
Base pursuant to this clause (r) and (ii) all of the Inventory acquired in Permitted Acquisitions prior to the completion
of a field examination and receipt by Administrative Agent of a satisfactory appraisal with respect thereto that may be included
in the Borrowing Base pursuant to clause (o) of the definition of Eligible Inventory, at any one time exceed $35,000,000.


 


Notwithstanding the foregoing, Administrative
Agent may, from time to time, in the exercise of its Permitted Discretion, on not less than ten (10) Business Days’ prior
notice to Borrower Representative, change the criteria for Eligible Accounts as reflected on the Borrowing Base Certificate based
on either (i) an event, condition or other circumstance arising after the Closing Date, or (ii) an event, condition or other circumstance
existing on the Closing Date to the extent Administrative Agent had no knowledge thereof on or prior to the Closing Date, in either
case under clause (i) or (ii), which adversely affects, or would reasonably be expected to adversely affect, Eligible
Accounts in any material respect as determined by Administrative Agent in the exercise of its Permitted Discretion. Any such change
in criteria shall have a reasonable relationship to the event, condition or other circumstance that is the basis for such change.
Upon delivery of the notice of such change pursuant to the foregoing sentence, Administrative Agent shall be available to discuss
the proposed change, and the applicable Borrower may take such action as may be required so that the event, condition or circumstance
that is the basis for such change no longer exists, in a manner and to the extent reasonably satisfactory to Administrative Agent
in the exercise of its Permitted Discretion. Any Accounts of the Borrowers that are not Eligible Accounts shall nevertheless be
part of the Collateral as and to the extent provided in the Security Documents.


 


“Eligible Assignee” means
any Person (other than a Disqualified Institution) that meets the requirements to be an assignee under Section 13.10(b)(iii),
(v) and (vi) (subject to such consents, if any, as may be required under Section 13.10(b)(iii)).


 


“Eligible Inventory”
means all Inventory of the Borrowers, except for any Inventory:


 


(a)   that
is damaged or unfit for sale;


 


(b)   that
is not of a type held for sale by any of the Borrowers in the ordinary course of business as is being conducted by each such party;


 




    	24 



     


    

 


(c)   that
is not subject to a valid and perfected first priority Lien in favor of Administrative Agent, as applicable, pursuant to a Security
Document (as and to the extent provided therein (it being agreed that in no event shall any Excluded Assets be deemed to be Eligible
Inventory hereunder)), but as to priority, subject to the Permitted Liens under clause (c) or (d) of Section 10.1
or the liens securing judgments under clause (i) of Section 10.2 to the extent a Reserve for such judgment has been
established and so long as the judgment lien creditor has not taken any action to enforce such lien or the contractual or statutory
liens of landlords under clause (l) of Section 10.2 or the rights of a licensor, sublicensor, lessor or sublessor
under clause (m) of Section 10.2 to the extent such rights do not have any adverse effect on the ability of Administrative
Agent to exercise any of its rights or remedies with respect to the applicable Inventory);


 


(d)   that
is not owned by any of the Borrowers;


 


(e)   that
is located on premises other than those owned and operated by, or leased and operated by, any of the Borrowers, except as otherwise
provided in clause (f) below;


 


(f)   that
is placed on consignment; provided, that, Inventory placed on consignment by a Borrower up to a maximum aggregate
amount of $1,000,000 shall not be excluded by virtue of this clause (f) to the extent that (i) such Borrower has a perfected
purchase money security interest in such consigned Inventory and such security interest is assigned to Administrative Agent and
(ii) such consigned Inventory is segregated at the consignee’s location; provided, further, that, the
condition set forth in clause (i) of the preceding proviso shall not be required to be satisfied with respect to Inventory
not in excess of $500,000 in the aggregate;


 


(g)   that
consists of 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;


 


(h)   that
consists of goods which have been returned by the buyer, other than goods that are undamaged or that are resalable in the normal
course of business;


 


(i)   that
does not comply in all material respects with each of the representations and warranties respecting Eligible Inventory made in
the Loan Documents;


 


(j)   that
consists of Hazardous Materials that can be transported or sold only with licenses that are not readily available;


 


(k)   that
is covered by negotiable document of title, unless such document has been delivered to Administrative Agent;


 


(l)   that
is bill and hold Inventory;


 


(m)   that
is located outside the United States of America or Canada;


 


(n)   is
excess, obsolete, unsalable, seconds, damaged or unfit for sale; and


 


(o)   that
was acquired in connection with a Permitted Acquisition, until the completion of an appraisal and field examination of such Inventory,
in each case, reasonably satisfactory to Administrative Agent (which appraisal and field examination may be conducted prior to
the closing of such Permitted Acquisition), provided, that, in the case of Inventory substantially similar to that
of Borrowers prior to the acquisition, such Inventory that otherwise satisfies the applicable eligibility criteria will be deemed
Eligible Inventory and be included in the Borrowing Base prior to the field examination or appraisal, but in no event shall the
aggregate amount of (i) all of the Inventory acquired in Permitted Acquisitions prior to the completion of a field examination
and receipt by Administrative Agent of a satisfactory appraisal with respect thereto that may be included in the Borrowing Base
pursuant to this clause (o) and (ii) all of the Accounts acquired in Permitted Acquisitions that may be included in the
Borrowing Base pursuant to clause (r) of the definition of Eligible Accounts, at any one time exceed $35,000,000.


 




    	25 



     


    

 


Notwithstanding the foregoing, Administrative
Agent may, from time to time, in the exercise of its Permitted Discretion, on not less than ten (10) Business Days’ prior
notice to Borrower Representative, change the criteria for Eligible Inventory as reflected on the Borrowing Base Certificate based
on either (i) an event, condition or other circumstance arising after the Closing Date, or (ii) an event, condition or other circumstance
existing on the Closing Date to the extent Administrative Agent had no knowledge thereof on or prior to the Closing Date, in either
case under clause (i) or (ii), which adversely affects, or would reasonably be expected to adversely affect, Eligible
Inventory in any material respect as determined by Administrative Agent in the exercise of its Permitted Discretion. Any such change
in criteria shall have a reasonable relationship to the event, condition or other circumstance that is the basis for such change.
Upon delivery of the notice of such change pursuant to the foregoing sentence, Administrative Agent shall be available to discuss
the proposed change, and the applicable Borrower may take such action as may be required so that the event, condition or circumstance
that is the basis for such change no longer exists, in a manner and to the extent reasonably satisfactory to Administrative Agent
in the exercise of its Permitted Discretion. Any Inventory of the Borrowers that is not Eligible Inventory shall nevertheless be
part of the Collateral as and to the extent provided in the Security Documents.


 


“Employee Benefit Plan”
means (a) any employee benefit plan within the meaning of Section 3(3) of ERISA that is subject
to ERISA and maintained for employees of any Credit Party or any Restricted Subsidiary thereof
(but not including any Multiemployer Plan) or (b) any Pension Plan that has at any time within the
preceding seven (7) years been maintained, funded or administered for the employees of any Credit Party or any current or former
Restricted Subsidiary thereof to which any Credit Party has any current or contingent liability (including any contingent liability
on account of an ERISA Affiliate) and shall not include any Canadian Employee Benefit Plan.


 


“Environmental Claims”
means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, written accusations
or allegations, notices of noncompliance or violation, investigations (other than internal reports prepared by any Person in the
ordinary course of business and not in response to any third party action or request of any kind) or proceedings relating in any
way to any actual or alleged violation of or liability under any Environmental Law or relating to any permit issued, or any approval
given, under any such Environmental Law, including, without limitation, any and all claims by Governmental Authorities for enforcement,
cleanup, removal, response, remedial or other actions or damages, contribution, indemnification cost recovery, compensation or
injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to human health or the
environment.


 


“Environmental Laws”
means any and all federal, foreign, state, provincial and local laws, statutes, ordinances, codes, rules, standards and regulations,
permits, licenses, approvals, binding interpretations and orders of courts or Governmental Authorities, relating to the protection
of human health or the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution,
use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of
Hazardous Materials.


 


“Equity Issuance” means
(a) any issuance by Holdings of shares of its Capital Stock to any Person that is not a Credit Party or any Restricted Subsidiary
thereof (including, without limitation, in connection with the exercise of options or warrants or the conversion of any debt securities
to equity) and (b) any capital contribution from any Person that is not a Credit Party into any Credit Party or any Restricted
Subsidiary thereof. The term “Equity Issuance” shall not include (A) any Asset Disposition or (B) any Debt Issuance.


 




    	26 



     


    

 


“ERISA” means the Employee
Retirement Income Security Act of 1974, and the rules and regulations thereunder.


 


“ERISA Affiliate” means
any Person who together with any Credit Party or any of its Restricted Subsidiaries is treated as a single employer within the
meaning of Section 414(b) or (c) of the Code or Section 4001(b) of ERISA or, for purposes of Section 302 of ERISA and Section 412
of the Code, is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)
of ERISA.


 


“Eurodollar Reserve Percentage”
means, for any day, the percentage (expressed as a decimal) which is in effect for such day as prescribed by the Board of Governors
of the Federal Reserve System (or any successor) for determining reserve requirements (including, without limitation, any basic,
supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member
bank of the Federal Reserve System in New York City.


 


“Event of Default” means
any of the events specified in Section 11.1; provided, that any requirement for passage of time, giving of
notice, or any other condition, has been satisfied.


 


“Excess Availability”
as used herein means at any time, the amount equal to (a) the Loan Cap minus (b) the Total Outstandings.


 


“Exchange Act” means
the Securities Exchange Act of 1934.


 


“Exchange Rate” means
on any date, as determined by Administrative Agent, the spot selling rate posted by Reuters on its website for the sale of the
applicable currency for US Dollars at approximately 11:00 a.m., two (2) days prior to such date; provided, that,
if, for any reason, no such spot selling rate is being quoted, the spot selling rate shall be determined by reference to such publicly
available service for displaying exchange rates as may be reasonably selected by Administrative Agent, or, in the event no such
service is available, such spot selling rate shall instead be the rate reasonably determined by Administrative Agent as the spot
rate of exchange in the market where its foreign currency exchange operations in respect of the applicable currency are then being
conducted, at or about 11:00 a.m., on the applicable date for the purchase of the relevant currency for delivery two (2) Business
Days later.


 


“Excluded Account” means
(a) a Deposit Account or Securities Account exclusively used for trust, payroll, payroll taxes and other employee wage and benefit
payments to or for the benefit of any Credit Party’s employees, (b) escrow or similar Deposit Account or Securities Account
exclusively holding funds or property owned by third parties and (c) any Deposit Account or Securities Account that, as of any
applicable date of determination, has not had a balance at any time in the preceding six (6) months in excess of $250,000; provided,
that, the aggregate balance of all such Deposit Accounts and Securities Accounts under this clause (c) shall not
exceed $3,000,000 at any time.


 


“Excluded Assets” has
the meaning set forth in the Security Documents.


 


“Excluded Subsidiary”
means any Subsidiary (a) which is a non-Wholly Owned Subsidiary that is prohibited from guaranteeing any of the Obligations by
the organizational or related shareholder documents of such Subsidiary, (b) which is prohibited from guaranteeing any of the Obligations
by (or such guarantee would constitute a default under) any contract or agreement to which such Subsidiary is a party as of the
date hereof (or in the case of a Subsidiary formed or acquired after the date hereof, as of the date of such formation or acquisition),
(c) which is prohibited by Applicable Law from guaranteeing the Obligations, or which would require governmental approval, consent,
license or authorization to provide such a guarantee, unless such approval, consent, license or authorization has been received,
(d) which is a Foreign Subsidiary (other than a Subsidiary organized under the laws of Canada or any jurisdiction in Canada) or
(e) which is an Unrestricted Subsidiary; provided, that such Subsidiary does not guarantee any Indebtedness of Holdings
or any US Subsidiary with an aggregate principal amount in excess of the Threshold Amount.


 




    	27 



     


    

 


“Excluded Taxes” means
any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a
Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in
each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the
case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, United States federal withholding Taxes imposed
on amounts payable to or for the account of such Lender with respect to an applicable interest in a Revolving Loan or Commitment
pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Revolving Loan or Commitment (other
than pursuant to an assignment request by the Borrowers under Section 6.12(b)) or (ii) such Lender changes its lending office,
except in each case to the extent that, pursuant to Section 6.11, amounts with respect to such Taxes were payable either
to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed
its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 6.11(g), (d) any United
States federal withholding Taxes imposed under FATCA, (e) any withholding Taxes on account of income taxes under Regulation 105
of the Canadian Income Tax Regulations (or any provincial equivalent) from fees (other than Commitment Fees) in respect
of services rendered in Canada (or any province) and (f) any Canadian withholding Taxes required to be withheld from a Recipient
that does not deal at arm’s length with the Canadian Borrower for purposes of the Income Tax Act (Canada); provided,
that, such Lender shall have complied with Section 6.11(g). Notwithstanding anything to the contrary contained in
this definition, “Excluded Taxes” shall not include any withholding tax imposed at any time on payments made by, or
on behalf of, a Credit Party that is a Foreign Subsidiary or a Canadian Credit Party to any Lender hereunder or under any other
Loan Document.


 


“Existing Credit Agreements”
means (a) the Credit Agreement, dated as of May 31, 2012, by and among RSG, the lenders party thereto from time to time, Deutsche
Bank Trust Company Americas, as administrative agent, and the other parties thereto, as it may have been amended or otherwise modified
from time to time and as in effect as of the date hereof and (b) the Credit Agreement, dated as of April 5, 2012, by and among
Holdings, certain of its Subsidiaries, Wells Fargo, as administrative agent, and the other parties thereto, as it may have been
amended or otherwise modified from time to time and as in effect as of the date hereof.


 


“Existing Letters of Credit”
means those letters of credit existing on the Closing Date and identified on Schedule 1.1(g).


 


“Existing RSG Senior Notes”
means the 10% Senior Notes due 2020 issued by Roofing Supply Group, LLC and Roofing Supply Finance, Inc. and outstanding immediately
prior to the Closing Date.


 


“Extensions of Credit”
means, as to any Lender at any time, such Lender’s US Extensions of Credit and Canadian Extensions of Credit, as applicable.


 


“FATCA” means Sections
1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable
and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.


 




    	28 



     


    

 


“FDIC” means the Federal
Deposit Insurance Corporation.


 


“Federal Funds Rate”
means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers on such day (or, if such day is not a Business Day, for
the immediately preceding Business Day), as published by the Federal Reserve Bank of New York on the Business Day next succeeding
such day, provided, that, if such rate is not so published for any day which is a Business Day, the Federal Funds
Rate shall be the average of the quotation for such day on such transactions received by Administrative Agent from three (3) federal
funds brokers of recognized standing selected by Administrative Agent.


 


“Fee Letter” means the
separate amended and restated fee letter agreement, dated August 17, 2015, among Holdings, the US Borrower, Administrative Agent
and the Left Lead Arranger.


 


“First Tier Foreign Subsidiary”
means any Foreign Subsidiary owned directly by any US Credit Party.


 


“Fiscal Year” means the
fiscal year of Holdings and its Subsidiaries ending on September 30.


 


“Fixed Charge Coverage Ratio”
means, with respect to any date of determination, the ratio of (a) the amount equal to Consolidated EBITDA of Holdings and its
Subsidiaries as of the end of a fiscal quarter for the immediately preceding four (4) consecutive fiscal quarters, or as of the
end of a fiscal month for the immediately preceding twelve (12) consecutive fiscal months at any time that Borrowers are required
to deliver monthly financial statements hereunder, in each case for which Administrative Agent has received financial statements,
less the amount of Capital Expenditures for such period (other than those Capital Expenditures that are financed with any Indebtedness
except for Revolving Loans) to (b) Consolidated Fixed Charges of Holdings and its Subsidiaries for such period, in each case as
determined on a pro forma basis.


 


“Flood Hazard Property”
means a parcel of real property subject to a Mortgage that is located in an area designated by the Federal Emergency Management
Agency as having special flood or mudslide hazards.


 


“Flood Laws” means all
Applicable Laws relating to policies and procedures that address requirements placed on federally regulated lenders under the National
Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and all
other related laws and regulations.


 


“Foreign Lender” means
(a) with respect to any Borrower that is a US Person, a Lender that is not a US Person, and (b) with respect to any Borrower that
is not a US Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower
is resident for tax purposes.


 


“Foreign Subsidiary”
means any Subsidiary that is not a US Subsidiary.


 


“Fronting Exposure” means,
at any time there is a Defaulting Lender, (a) with respect to the Issuing Bank, such Defaulting Lender’s Commitment Percentage
of the outstanding LC Obligations other than LC Obligations as to which such Defaulting Lender’s participation obligation
has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swingline
Lender, such Defaulting Lender’s Commitment Percentage of outstanding Swingline Loans other than Swingline Loans as to which
such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance
with the terms hereof.


 




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“FSCHO” means any Subsidiary
of Holdings substantially all of the assets of which are capital stock of one or more CFCs.


 


“Fund” means any Person
(other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its activities.


 


“Funding Date” means
the date on which a Borrowing occurs.


 


“GAAP” means generally
accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that
are applicable to the circumstances as of the date of determination, consistently applied.


 


“General Intangibles”
means general intangibles (as such term is defined in Article 9 of the UCC), including payment intangibles, contract rights, rights
to payment, rights arising under common law, statutes, or regulations, choses or things in action, goodwill, patents, trade names,
trade secrets, trademarks, servicemarks, copyrights, blueprints, drawings, purchase orders, customer lists, monies due or recoverable
from pension funds, route lists, rights to payment and other rights under any royalty or licensing agreements, infringement claims,
computer programs, information contained on computer disks or tapes, software, literature, reports, catalogs, insurance premium
rebates, tax refunds, and tax refund claims, and any and all supporting obligations in respect thereof, and any other personal
property other than Accounts, Deposit Accounts, goods, Investment Property, and Negotiable Collateral.


 


“Governmental Approvals”
means all authorizations, consents, approvals, permits, licenses and exemptions of, registrations and filings with, and reports
to, all Governmental Authorities.


 


“Governmental Authority”
means the government of the United States or Canada 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 supra-national bodies such as the European Union or the European Central Bank).


 


“Guarantors” means (a)
the US Guarantors, (b) the Canadian Guarantors, (c) each other Subsidiary of Holdings (other than any Subsidiary that is not required
to become a Guarantor pursuant to Section 9.15), and (d) each other Person that becomes a guarantor after the Closing Date
pursuant to Section 9.15, and “Guarantor” means any one of them.


 


“Guaranty Agreements”
means, collectively, the US Guaranty Agreement and the Canadian Guaranty Agreement.


 




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“Guaranty Obligation”
means, with respect to Holdings and its Subsidiaries, without duplication, any obligation, contingent or otherwise, of any such
Person pursuant to which such Person has directly or indirectly guaranteed any Indebtedness or other obligation of any other Person
and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of any such
Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation
(whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services,
to take-or-pay, or to maintain financial statement condition or otherwise) or (b) entered into for the purpose of assuring in any
other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss
in respect thereof (in whole or in part); provided, that, the term Guaranty Obligation shall not include endorsements
for collection or deposit in the ordinary course of business.


 


“Hazardous Materials”
means any substances or materials (a) which are or become defined as hazardous wastes, hazardous substances, pollutants, contaminants,
chemical substances or mixtures or toxic substances under any Environmental Law, (b) which are toxic, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to human health or the environment and are or become regulated
by any Governmental Authority, (c) the presence of which require investigation or remediation under any Environmental Law or common
law, (d) the discharge or emission or release of which requires a permit or license under any Environmental Law or other Governmental
Approval, (e) which are deemed to constitute a nuisance or a trespass which pose a health or safety hazard to Persons or neighboring
properties or (f) which contain, without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum
hydrocarbons, petroleum derived substances or waste, crude oil, nuclear fuel, natural gas or synthetic gas.


 


“Hedge Agreement” means
(a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps
or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange
transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions,
currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and
(b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed
by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other similar master agreement.


 


“Hedge Obligations” means
US Hedge Obligations and Canadian Hedge Obligations.


 


“Hedge Provider” means
US Hedge Providers and Canadian Hedge Providers.


 


“Hedge Termination Value”
means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting
agreement relating to such Hedge Agreements, for any date on or after the date such Hedge Agreements have been closed out and termination
value(s) determined in accordance therewith, such termination value(s).


 


“Holdings” means Beacon
Roofing Supply, Inc., a Delaware corporation.


 


“Hypothecs”
means, collectively, any hypothecs entered into by any Credit Party and Administrative Agent, for the ratable benefit of the US
Secured Parties and/or the Canadian Secured Parties, as applicable, as required by this Agreement or any other Loan Document.


 


“Increase Effective Date”
has the meaning assigned thereto in Section 6.13(a).


 




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“Incremental Commitments”
has the meaning assigned thereto in Section 6.13(a)(ii).


 


“Incremental Lender”
has the meaning assigned thereto in Section 6.13(a).


 


“Incremental Loans”
has the meaning assigned thereto in Section 6.13(a)(ii).


 


“Indebtedness” means,
with respect to any Person at any date and without duplication, the sum of the following:


 


(a)   all
liabilities, obligations and indebtedness for borrowed money including, but not limited to, obligations evidenced by bonds, debentures,
notes or other similar instruments of any such Person;


 


(b)   all
obligations to pay the deferred purchase price of property or services of any such Person (including, without limitation, all obligations
under non-competition, earn-out or similar agreements), except trade payables arising in the ordinary course of business not more
than ninety (90) days past due, or that are currently being contested in good faith by appropriate proceedings and with respect
to which reserves in conformity with GAAP have been provided for on the books of such Person;


 


(c)   the
Attributable Indebtedness of such Person with respect to such Person’s obligations in respect of Capital Leases and Synthetic
Leases (regardless of whether accounted for as indebtedness under GAAP);


 


(d)   all
obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person
to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers
entered into in the ordinary course of business);


 


(e)   all
Indebtedness of any other Person secured by a Lien on any asset owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements except trade payable arising in the ordinary course of business),
whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;


 


(f)   all
obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit, whether or not drawn,
including, without limitation, any LC Obligation, and banker’s acceptances issued for the account of any such Person;


 


(g)   all
obligations, contingent or otherwise, of surety, customs, reclamation or performance bonds (in each case not related to judgments
or litigation) other than those entered into in the ordinary course of business;


 


(h)   all
obligations of any such Person in respect of Disqualified Capital Stock; and


 


(i)   all
Guaranty Obligations of any such Person with respect to any of the foregoing.


 


For all purposes hereof, (A) the Indebtedness of any Person
shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or
limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly
made non-recourse to such Person and (B) the items in each of clauses (a) through (i) above shall constitute Indebtedness
of such Person solely to the extent, directly or indirectly, (1) such Person is liable for any part of any such item, (2) any such
item is secured by a Lien on such Person’s property or (3) any other Person has a right, contingent or otherwise, to cause
such Person to become liable for any part of any such item or to grant such a Lien; provided, that, “earn-outs”
and similar payment obligations shall be valued based upon the amount thereof required to be recorded on a balance sheet prepared
in accordance with GAAP.


 




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


 


“Insolvency Proceeding”
means any proceeding commenced by or against any Person under any provision of any Debtor Relief Law.


 


“Insurance and Condemnation Event”
means the receipt by any Credit Party or any of its Restricted Subsidiaries of any cash insurance proceeds or condemnation award
payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective
Property.


 


“Intercreditor Agreement”
means the Intercreditor Agreement, dated of even date herewith, executed and delivered by Administrative Agent and the Term Loan
Agent, as acknowledged and agreed to by the Credit Parties.


 


“Interest Period” has
the meaning assigned thereto in Section 6.1(b).


 


“Inventory” means inventory
(as that term is defined in the UCC).


 


“Inventory Reserves”
means, as of any date of determination, (a) Landlord Reserves, and (b) such other reserves that Administrative Agent deems necessary
or appropriate, in its Permitted Discretion and subject to Section 2.1(b), to establish and maintain (including reserves
for slow moving Inventory and Inventory shrinkage) with respect to Eligible Inventory.


 


“Investment” has the
meaning assigned thereto in Section 10.3.


 


“Investment Property”
means investment property (as such term is defined in Article 9 of the UCC) and any and all supporting obligations in respect thereof.


 


“IRS” means the United
States Internal Revenue Service.


 


“ISP98” means, with respect
to any Letter of Credit, the International Standby Practices 1998 (International Chamber of Commerce Publication No. 590) and any
subsequent revision thereof adopted by the International Chamber of Commerce on the date such Letter of Credit is issued.


 


“Issuer Document” means,
with respect to any Letter of Credit, a letter of credit application, a letter of credit agreement, or any other document, agreement
or instrument entered into (or to be entered into) by a Borrower in favor of the Issuing Bank and relating to such Letter of Credit.


 


“Issuing Bank” means
Wells Fargo or any other Lender that, at the request of Borrower Representative and with the consent of Administrative Agent, agrees,
in such Lender’s sole discretion, to become an Issuing Bank for the purpose of issuing Letters of Credit pursuant to Article
III of this Agreement and the Issuing Bank shall be a Lender. Except as may hereafter otherwise be agreed pursuant to, and
subject to compliance with, the terms set forth in the first sentence of this definition, JPMorgan Chase Bank, N.A. shall be deemed
an Issuing Bank solely for purposes of the Existing Letters of Credit and shall not, and shall not have any obligation to, issue
any other or further Letters of Credit, or amend, renew or extend the terms of the Existing Letters of Credit and upon the termination
or cancellation of the Existing Letters of Credit, and the repayment of any Obligations in connection therewith, shall automatically
cease to be an Issuing Bank.


 




    	33 



     


    

 


“Landlord Reserve” means
reserves that Administrative Agent deems necessary or appropriate, in its Permitted Discretion and subject to Section 2.1(b),
to establish and maintain with respect to rent or other payments payable in respect of any premises that are leased, or owned or
operated by a bailee, warehouseman, processor or similar Person, where Inventory or other ABL Priority Collateral is located, and
which premises are either (a) in a jurisdiction where the lessor or such other Person has a Lien on any Inventory or other ABL
Priority Collateral under Applicable Law or (b) subject to a lease, or other agreement, that provides for a Lien on any Inventory
or other ABL Priority Collateral, in each case under the foregoing clauses (a) and (b) to the extent that a Collateral
Access Agreement executed by such Person has not been delivered to Administrative Agent, provided, that, (i) the amount of such
reserve for any one location where Inventory is located will not exceed the lesser of the value of such Inventory at such location
and an amount equal to three (3) months of rent or other payments that may be owing to the applicable Person under the terms of
the lease or other agreement with respect to such location, and (ii) Landlord Reserves shall not be imposed for the first ninety
(90) days following the Closing Date.


 


“LC Commitment” means
the lesser of (a) $40,000,000 and (b) the Commitments.


 


“LC Obligations” means
Canadian LC Obligations and US LC Obligations.


 


“Left Lead Arranger”
means Wells Fargo Bank, National Association, in its capacity as a joint lead arranger and joint bookrunner.


 


“Lender” means each Person
party to this Agreement as a Lender on the Closing Date and any other Person that shall have become a party to this Agreement as
a Lender pursuant to an Assignment and Assumption, other than any Person that ceases to be a party hereto as a Lender pursuant
to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.


 


“Lender Group” means
each of the Lenders (including the Issuing Bank and the Swingline Lender) and Administrative Agent, or any one or more of them.


 


“Lender Joinder Agreement”
means a joinder agreement substantially in the form of Exhibit H.


 


“Lending Office” means,
with respect to any Lender, the office of such Lender maintaining such Lender’s US Extensions of Credit or Canadian Extensions
of Credit, as applicable. Each Lender may, at its option, make any Revolving Loan available to any Canadian Borrower by causing
any foreign or domestic branch or Affiliate of such Lender to make such Revolving Loan; provided, that any exercise
of such option shall not affect the obligation of such Canadian Borrower to repay such Revolving Loan in accordance with the terms
of this Agreement.


 


“Letter of Credit Application”
means an application, in the form specified by the Issuing Bank from time to time, requesting the Issuing Bank to issue a Letter
of Credit.


 


“Letter of Credit Fee”
has the meaning set forth in Section 3.3(a).


 


“Letters of Credit” means,
collectively, (a) US Letters of Credit, (b) Canadian Letters of Credit and (c) the Existing Letters of Credit.


 




    	34 



     


    

 


“LIBOR” means:


 


(a)   for
any interest rate calculation with respect to a LIBOR Rate Loan, the rate of interest per annum determined on the basis of the
rate for deposits in US Dollars for a period equal to the applicable Interest Period which appears on Reuters Screen LIBOR01 Page
(or any applicable successor page) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the
applicable Interest Period (and if any such rate is below zero, LIBOR shall be deemed to be zero). If, for any reason, such rate
does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page), then “LIBOR” shall be determined
by Administrative Agent to be the arithmetic average of the rate per annum at which deposits in US Dollars in minimum amounts of
at least $5,000,000 would be offered by first class banks in the London interbank market to Administrative Agent at approximately
11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period for a period equal to such
Interest Period; and


 


(b)   for
any interest rate calculation with respect to a US Base Rate Loan, the rate of interest per annum determined on the basis of the
rate for deposits in US Dollars in minimum amounts of at least $5,000,000 for a period equal to one (1) month (commencing on the
date of determination of such interest rate) which appears on the Reuters Screen LIBOR01 Page (or any applicable successor page)
at approximately 11:00 a.m. (London time) on such date of determination, or, if such date is not a Business Day, then the immediately
preceding Business Day (and if any such rate is below zero, LIBOR shall be deemed to be zero). If, for any reason, such rate does
not appear on Reuters Screen LIBOR01 Page (or any applicable successor page) then “LIBOR” for such US Base Rate Loan
shall be determined by Administrative Agent to be the arithmetic average of the rate per annum at which deposits in US Dollars
in minimum amounts of at least $5,000,000, as applicable, would be offered by first class banks in the London interbank market
to Administrative Agent at approximately 11:00 a.m. (London time) on such date of determination for a period equal to one (1) month
commencing on such date of determination.


 


Each calculation by Administrative Agent
of LIBOR shall be conclusive and binding for all purposes, absent manifest error.


 


“LIBOR Rate” means with
respect to each Interest Period for any LIBOR Rate Loan, the rate per annum determined by Administrative Agent by dividing (a)
LIBOR for such Interest Period by (b) a percentage equal to: (i) one (1) minus (ii) the Eurodollar Reserve Percentage.


 


“LIBOR Rate Loan” means
any Revolving Loan bearing interest at a rate based upon the LIBOR Rate as provided in Section 6.1(a).


 


“LIBOR Rate Margin” has
the meaning set forth in the definition of Applicable Margin.


 


“Lien” means, with respect
to any asset, any mortgage, leasehold mortgage, lien, pledge, charge, security interest, hypothecation or encumbrance of any kind
in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which
it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other
title retention agreement relating to such asset.


 


“Loan Account” has the
meaning set forth in Section 6.16(d).


 


“Loan Cap” means, at
any time, the lesser of the Maximum Credit or the Borrowing Base at such time.


 




    	35 



     


    

 


“Loan Documents” means,
collectively, this Agreement, each Note, the Letter of Credit Applications, the Security Documents, any Borrowing Base Certificate,
the Intercreditor Agreement, the Fee Letter, and each other document, instrument, certificate and agreement executed and delivered
by the Credit Parties or, if applicable, any of their respective Subsidiaries in favor of or provided to Administrative Agent,
any US Secured Party or any Canadian Secured Party in connection with this Agreement or otherwise referred to herein or contemplated
hereby (excluding any Bank Product Agreements).


 


“Material Adverse Effect”
means, with respect to Holdings and its Restricted Subsidiaries, (a) a material adverse change in, or a material adverse effect
on, the operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) of such
Persons, taken as a whole, (b) a material impairment of the ability of the Credit Parties to perform their obligations under the
Loan Documents to which they are a party, taken as a whole, (c) a material impairment of the rights and remedies of Administrative
Agent or the Lenders under the Loan Documents or (d) a material adverse effect upon the legality, validity, binding effect or enforceability
against the Credit Parties of any Loan Document to which they are party.


 


“Material Contract” means,
with respect to any Person, each contract or agreement, the loss of which could reasonably be expected to result in a Material
Adverse Effect.


 


“Maturity Date” means
the earliest to occur of (a) October 1, 2020, (b) the date of termination of all of the Commitments by Borrower Representative
pursuant to Section 4.2, or (c) the date of termination of the Commitments pursuant to Section 11.2(a).


 


“Maximum Credit” means
the aggregate amount of the Commitments of Lenders, as decreased in accordance with Section 4.2 or increased in accordance
with Section 6.13. As of the Closing Date, the Maximum Credit is $700,000,000.


 


“Moody’s” means
Moody’s Investors Service, Inc.


 


“Mortgages” means the
collective reference to each mortgage, deed of trust, deed of hypothec or other real property
security document, encumbering any real property now or hereafter owned by any Credit Party, in each case, in form and substance
reasonably satisfactory to Administrative Agent and executed by such Credit Party in favor of Administrative Agent, for the ratable
benefit of the US Secured Parties and/or the Canadian Secured Parties, as applicable, as any such document may be amended, restated,
supplemented or otherwise modified from time to time.


 


“Multiemployer Plan”
means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which any Credit Party or any Restricted
Subsidiary thereof is making, or is accruing an obligation to make, or has accrued an obligation to
make contributions within the preceding seven (7) years to which any Credit Party or any Restricted
Subsidiary thereof has any current or contingent liability (including any contingent liability on account of an ERISA Affiliate)
and shall not include any Canadian Multiemployer Plan.


 


“Negotiable Collateral”
means letters of credit, letter of credit rights, instruments, promissory notes, drafts, documents, and chattel paper (including
electronic chattel paper and tangible chattel paper), and any and all supporting obligations in respect thereof.


 




    	36 



     


    

 


“Net Cash Proceeds” means,
as applicable, (a) with respect to any Asset Disposition or Insurance and Condemnation Event, the gross proceeds received by any
Credit Party or any of its Restricted Subsidiaries therefrom in cash or Cash Equivalents, as and when received, less the
sum of (i) all income taxes and other taxes assessed (or reasonably estimated to be assessed within two (2) years of the date of
the relevant transaction) by a Governmental Authority as a result of such transaction or event, (ii) all reasonable and customary
out-of-pocket fees and expenses incurred in connection with such transaction or event and (iii) the principal amount of, premium,
if any, and interest on any Indebtedness (other than Indebtedness under this Agreement and the Term Loan Agreement) secured by
a Lien on the applicable asset other than a Lien expressly subordinated to the Lien securing the Indebtedness under this Agreement),
to the extent such Indebtedness is required to be repaid in connection with such transaction or event, and (b) with respect to
any Equity Issuance or Debt Issuance, the gross cash proceeds received by any Credit Party or any of its Restricted Subsidiaries
therefrom less all reasonable and customary out-of-pocket legal, underwriting, advisory, brokerage, investment banking and
other fees, expenses, discounts, costs and commissions incurred in connection therewith.


 


“Net Recovery Percentage”
means the fraction, expressed as a percentage (a) the numerator of which is the amount equal to the recovery on the aggregate amount
of the applicable category of Eligible Inventory at such time on a “net orderly liquidation value” basis as set forth
in the most recent acceptable inventory appraisal received by Administrative Agent in accordance with the requirements of this
Agreement, net of operating expenses, liquidation expenses and commissions reasonably anticipated in the disposition of such assets,
and (b) the denominator of which is the original cost of the aggregate amount of the Eligible Inventory subject to such appraisal.


 


“Non-Consenting Lender”
means any Lender that does not approve any consent, waiver, amendment, modification or termination that (a) requires the approval
of all Lenders or all affected Lenders in accordance with the terms of Section 13.2 and (b) has been approved by the Required
Lenders.


 


“Non-Credit Party” means
any Restricted Subsidiary of Holdings that is not a Credit Party.


 


“Non-Defaulting Lender”
means, at any time, each Lender that is not a Defaulting Lender at such


 


“Notes” means the collective
reference to the US Revolving Credit Notes, the Canadian Revolving Credit Notes, the US Swingline Note and the Canadian Swingline
Note.


 


“Notice of Borrowing”
has the meaning assigned thereto in Section 2.3(a)(i).


 


“Notice of Conversion/Continuation”
has the meaning assigned thereto in Section 6.2.


 


“Obligations” means,
collectively, the US Obligations and the Canadian Obligations.


 


“OFAC” means the US Department
of the Treasury’s Office of Foreign Assets Control.


 


“Operating Lease” means,
as to any Person as determined in accordance with GAAP, any lease of Property (whether real, personal or mixed) by such Person
as lessee which is not a Capital Lease.


 


“Other Connection Taxes”
means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the
jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to,
performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other
transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Revolving Loan or Loan Document).


 


“Other Taxes” means all
present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under,
from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest
under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect
to an assignment (other than an assignment made pursuant to Section 6.12).


 




    	37 



     


    

 


“Overadvance” means,
as of any date of determination, a Canadian Overadvance or a US Overadvance, as applicable.


 


“Participant” has the
meaning assigned thereto in Section 13.10(d).


 


“Participant Register”
has the meaning assigned thereto in Section 13.10(d).


 


“PATRIOT Act” means the
USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).


 


“Payment Conditions”
means, at the time of determination with respect to any specified transaction or payment the following:


 


(a)   as
of the date of any such transaction or payment, and after giving effect thereto, no Specified Event of Default shall exist or have
occurred and be continuing;


 


(b)   as
of the date of any such transaction or payment, and after giving effect thereto, either:


 


(i)   the
daily average of the Adjusted Excess Availability for the immediately preceding forty-five (45) consecutive day period shall be
not less than the greater of (A) seventeen and one-half percent (17.5%) of the Loan Cap or (B) $105,000,000 and after giving effect
to the transaction or payment, on a pro forma basis using the most recent calculation of the Borrowing Base immediately prior to
any such payment or transaction, the Adjusted Excess Availability shall be not less than the greater of such amounts; or


 


(ii)   both
(A) the daily average of the Adjusted Excess Availability for the immediately preceding forty-five (45) consecutive day period
shall be not less than the greater of (1) twelve and one-half percent (12.5%) of the Loan Cap or (2) $75,000,000 and after giving
effect to the transaction or payment, on a pro forma basis using the most recent calculation of the Borrowing Base immediately
prior to any such payment or transaction, the Adjusted Excess Availability shall be not less than the greater of such amounts,
and (B) as of the date of any such transaction or payment, and after giving effect thereto, on a pro forma basis, the Fixed Charge
Coverage Ratio for the immediately preceding four (4) fiscal quarters (or twelve (12) consecutive fiscal months at any time Borrowers
are required to provide monthly financial statements) ending on the last day of the applicable fiscal period prior to the date
of such payment or transaction for which Administrative Agent has received financial statements shall be at least 1.00 to 1.00;


 


(c)   Administrative
Agent shall have received not less than ten (10) Business Days’ prior written notice of such payment or transaction; and


 


(d)   Administrative
Agent shall have received a certificate of an authorized officer of Borrowers certifying as to compliance with the preceding clauses
and demonstrating (in reasonable detail) the calculations required thereby.


 


“PBGC” means the Pension
Benefit Guaranty Corporation or any successor agency.


 


“Pension Plan” means
any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section
412 of the Code and which (a) is maintained, funded or administered for
the employees of any Credit Party or any Restricted Subsidiary thereof or (b) has at any time
within the preceding seven (7) years been maintained, funded or administered for the employees of any Credit Party or any current
or former Restricted Subsidiaries to which any Credit Party has any current or contingent liability (including any contingent liability
on account of an ERISA Affiliate) and shall not include any Canadian Pension Plan.


 




    	38 



     


    

 


“Perfection Certificate”
means a certificate in the form of Exhibit E hereto.


 


“Permitted Acquisition”
means any acquisition by any Borrower or any Restricted Subsidiary thereof in the form of an acquisition of all or substantially
all of the business or a line of business (whether by the acquisition of Capital Stock, assets or any combination thereof) of any
other Person if such acquisition meets all of the following requirements:


 


(a)   no
less than ten (10) Business Days prior to the anticipated closing date of such acquisition, Borrower Representative shall have
delivered written notice of such acquisition to Administrative Agent, which notice shall include the anticipated closing date of
such acquisition;


 


(b)   Borrower
Representative shall have certified on or before the closing date of such acquisition, in writing and in a form reasonably acceptable
to Administrative Agent, that such acquisition has been approved by the board of directors (or equivalent governing body) of the
Person to be acquired;


 


(c)   the
Person or business to be acquired shall be in a line of business permitted pursuant to Section 10.11;


 


(d)   (i)
if such transaction is a merger, amalgamation or consolidation involving a US Credit Party, then a US Credit Party shall be the
surviving Person and no Change in Control shall have been effected thereby or (ii) if such transaction is a merger, amalgamation
or consolidation, involving a Canadian Credit Party, then a Canadian Credit Party shall be the surviving Person and no Change in
Control shall have been effected thereby;


 


(e)   Borrower
Representative shall have delivered to Administrative Agent all documents required to be delivered pursuant to, and in accordance
with, Section 9.15;


 


(f)   to
the extent that the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) exceeds $50,000,000,
then:


 


(i)   Borrowers
will deliver a compliance certificate to Administrative Agent at least five (5) Business Days prior to the acquisition showing
the Credit Parties are in compliance on a pro forma basis (as of the proposed closing date of the acquisition and after giving
effect thereto and any Indebtedness incurred in connection therewith) with the covenant contained in Section 10.13 (as if
there were a Compliance Period); and


 


(ii)   as
of the date of such acquisition and after giving effect thereto, each of the Payment Conditions is satisfied;


 


(g)   to
the extent that the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions is less than
or equal to $50,000,000, then as of the date of such acquisition and after giving effect thereto, the daily average of the Adjusted
Excess Availability for the immediately preceding forty-five (45) consecutive day period shall be not less than the greater of
(i) twelve and one-half percent (12.5%) of the Loan Cap or (ii) $75,000,000, and after giving effect to the acquisition and the
making of any payment in respect thereof, on a pro forma basis using the most recent calculation of the Borrowing Base immediately
prior to any such payment, the Adjusted Excess Availability shall be not less than such amount;


 




    	39 



     


    

 


(h)   no
later than five (5) Business Days prior to the anticipated closing date of such acquisition, Borrower Representative, to the extent
requested by Administrative Agent, shall have delivered to Administrative Agent promptly upon the finalization thereof copies of
substantially final Permitted Acquisition Documents, which shall be in form and substance reasonably satisfactory to Administrative
Agent;


 


(i)   to
the extent that the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) exceeds $25,000,000,
Borrower Representative shall demonstrate, in form and substance reasonably satisfactory to Administrative Agent, that the entity
to be acquired had positive Consolidated EBITDA for the four (4) fiscal quarter period ended immediately prior to the proposed
closing date of such acquisition (which calculation may be made net of the amount of cost savings and operating expense reductions
reasonably projected by Borrower Representative to be realized by such entity as a result of actions taken or to be taken in connection
with such acquisition to the extent that such savings and expense reductions are approved by Administrative Agent in its sole discretion);
and


 


(j)   Borrower
Representative shall have (i) delivered to Administrative Agent a certificate of a Responsible Officer certifying that all of the
requirements set forth above have been satisfied or will be satisfied on or prior to the consummation of such purchase or other
acquisition and (ii) provided such other documents and other information as may be reasonably requested by Administrative Agent
or the Required Lenders (through Administrative Agent) in connection with such purchase or other acquisition.


 


“Permitted Acquisition Consideration”
means the aggregate amount of the purchase price, including, but not limited to, any assumed debt, earn-outs (valued at the maximum
amount payable thereunder), deferred payments, or Capital Stock of Holdings, to be paid on a singular basis in connection with
any applicable Permitted Acquisition as set forth in the applicable Permitted Acquisition Documents executed by Holdings or any
of its Restricted Subsidiaries in order to consummate the applicable Permitted Acquisition.


 


“Permitted Acquisition Documents”
means with respect to any acquisition proposed by any Borrower or any Restricted Subsidiary thereof, final copies or substantially
final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other
agreement evidencing such acquisition, including, without limitation, all legal opinions and each other material document executed,
delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.


 


“Permitted Discretion”
means, with reference to Administrative Agent, a determination made in good faith in the exercise of its reasonable business judgment
based on how an asset-based lender with similar rights providing a credit facility of the type set forth in this Agreement would
act in similar circumstances at the time with the information then available to it.


 


“Permitted Investment”
has the meaning assigned thereto in Section 10.3.


 


“Permitted Liens” means
the Liens permitted pursuant to Section 10.2.


 


“Permitted Surviving Debt”
means (a) Indebtedness incurred under the Term Loan Facility (and guaranties thereof), (b) Indebtedness of the Target Company and
its Subsidiaries permitted to remain outstanding under the Closing Date Acquisition Agreement, (c) ordinary course capital leases,
purchase money indebtedness, equipment financings, letters of credit and surety bonds, (d) Indebtedness owing by any Credit Party
to another Credit Party, (e) the 2015 Senior Notes (and guaranties thereof) and (f) Indebtedness set forth on Schedule 10.1.


 




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“Person” means any natural
person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority
or other entity.


 


“Platform” has the meaning
assigned thereto in Section 9.2.


 


“PPSA”
means the Personal Property Security Act (Ontario), as from time to time in effect; provided, that, if attachment,
perfection or priority of Administrative Agent’s or Secured Parties’ security interests in any Collateral are governed
by the personal property security laws of any jurisdiction in Canada other than Ontario, PPSA shall mean those personal property
security laws in such other jurisdiction for the purposes of the provisions hereof relating to such attachment, perfection or priority
and for the definitions related to such provisions.


 


“Prime Rate” means, at
any time, the rate of interest per annum publicly announced from time to time by Administrative Agent as its prime rate. Each change
in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties
hereto acknowledge that the rate announced publicly by Administrative Agent as its prime rate is an index or base rate and shall
not necessarily be its lowest or best rate charged to its customers or other banks.


 


“Priority Payables Reserve”
means, on any date of determination, reserves established by Administrative Agent in its Permitted Discretion and subject to Section
2.1(b) for amounts owing to any Person (other than amounts owing by Holdings to a Subsidiary or by a Restricted Subsidiary
to Holdings or another Subsidiary, as the case may be, unless Administrative Agent has received a subordination agreement with
respect thereto in form and substance reasonably satisfactory to it) to the extent secured by a Lien, choate or inchoate, on, or
trust over, any of the ABL Priority Collateral, which Lien or trust, in the Permitted Discretion of Administrative Agent likely
would be pari passu or have a priority or rank superior to Administrative Agent’s Liens in and to such item of the ABL Priority
Collateral), including, but without duplication (and without duplication of reserves for liens, trusts or claims addressed by any
other Reserves), Liens or trusts for (i) amounts deemed to be held in trust, or held in trust, pursuant to Applicable Law, and
(ii) any amounts due and not paid for wages, vacation pay, amounts payable under the Wage Earner Protection Program Act (Canada)
pursuant to the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada), (iv) amounts
due and not paid pursuant to any legislation on account of workers’ compensation or to employment insurance, (v) amounts
deducted or withheld and not paid and remitted when due under the Income Tax Act (Canada), on account of sales tax, goods and services
tax, value added tax, harmonized sales tax and amounts currently or past due and not paid for realty, municipal or similar taxes,
(vi) all amounts currently or past due and not contributed, remitted or paid to any Canadian Pension Plans or the Canada Pension
Plan, and other pension fund obligations and contributions (including in respect of any wind-up deficiency) as required under Applicable
Law, and (vii) any similar statutory or other claims that would have or would reasonably be expected to have priority over or be
pari passu with any Liens granted to Administrative Agent at any time.


 


“Property” means any
right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible,
including, without limitation, Capital Stock.


 


“Protective Advances”
has the meaning set forth in Section 2.3(d)(i).


 


“Public Lenders” has
the meaning assigned thereto in Section 9.2.


 




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“Qualified Capital Stock”
means any Capital Stock that is not Disqualified Capital Stock.


 


“Qualified Cash” means
unrestricted cash and Cash Equivalents of a Credit Party that are subject to the valid, enforceable and perfected security interest
and pledge of Administrative Agent in an Securities Account or Deposit Account at Administrative Agent or another institution reasonably
satisfactory to Administrative Agent subject to a Control Agreement (which will limit the terms of withdrawal of such funds by
a Credit Party subject to certain conditions) and free and clear of any pledge, security interest, lien, claim or other encumbrance
(other than in favor of Administrative Agent and other than in favor of the depository bank or securities intermediary where the
deposit account or investment account is maintained for its reasonable and customary fees and charges related to such account),
are available for use by such Credit Party without condition or restriction (other than in favor of Administrative Agent), and
for which Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to Administrative Agent,
of the amount of such cash or cash equivalents held in such deposit account or investment account as of the applicable date of
the calculation of the Excess Availability and the satisfaction of the other conditions herein; provided, that, if
Excess Availability is less than the greater of (i) five percent (5.0%) of the Loan Cap or (ii) $30,000,000, Qualified Cash shall
be zero.


 


“Qualified ECP Guarantor”
means, in respect of any Hedge Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant
Guarantee or grant of the relevant security interest becomes effective with respect to such Hedge Obligation or such other person
as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder
and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell
under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Quarterly Average Excess Availability”
means, at any time, the daily average of the aggregate amount of the Excess Availability for the immediately preceding calendar
quarter, commencing on the first day of such calendar quarter.


 


“Receivable Reserves”
means, as of any date of determination, (a) Dilution Reserves and (b) such other reserves that Administrative Agent deems necessary
or appropriate, in its Permitted Discretion and subject to Section 2.1(b), to establish and maintain (including reserves
for rebates, discounts, warranty claims and returns) with respect to the Eligible Accounts.


 


“Recipient” means (a)
Administrative Agent, (b) any Lender and (c) the Issuing Bank, as applicable.


 


“Refinanced Obligations”
has the meaning assigned thereto in the definition of the term “Refinancing Indebtedness”.


 




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“Refinancing Indebtedness”
means, with respect to any Person, Indebtedness of such Person arising after the Closing Date issued in exchange for, or the proceeds
of which are used to extend, refinance, replace or substitute for any Indebtedness of such Person (such extended, refinanced, replaced
or substituted Indebtedness, the “Refinanced Obligations”); provided, that: (a) Administrative
Agent shall have received not less than ten (10) Business Days’ (or such shorter period as is acceptable to Administrative
Agent) prior written notice of the intention to incur such Indebtedness, which notice shall set forth in reasonable detail the
amount of such Indebtedness, the schedule of repayments and maturity date with respect thereto and such other information with
respect thereto as Administrative Agent may reasonably request; (b) the principal amount (or accreted value, if applicable) of
such Refinancing Indebtedness shall not exceed the principal amount (or accreted value, if applicable) of the Refinanced Obligations
(plus the amount of reasonable refinancing fees and expenses incurred in connection therewith), any prepayment premiums and any
accrued interest on account thereof; (c) such Refinancing Indebtedness shall have a final stated maturity that is no earlier than
the final stated maturity of the Refinanced Obligations; (d) such Refinancing Indebtedness shall have a Weighted Average Life to
Maturity not less than the then remaining Weighted Average Life to Maturity of the Refinanced Obligations; (e) at the time such
Refinancing Indebtedness is incurred, no Event of Default shall have occurred and be continuing; (f) if the Refinanced Obligations
are subordinated in right of payment to the Obligations, such Refinancing Indebtedness shall be subordinated to the Obligations
on terms no less favorable to Administrative Agent and Lenders than the Refinanced Obligations; (g) if the Refinanced Obligations
or any guarantees thereof are unsecured, such Refinancing Indebtedness and any guarantees thereof shall be unsecured; (h) if the
Refinanced Obligations or any guarantees thereof are secured, such Refinancing Indebtedness and any guarantees thereof shall be
secured in all material respects by substantially the same or less collateral as secured such Refinanced Obligations or any guarantees
thereof; (i) if the Refinanced Obligations or any guarantees thereof are secured, the Liens to secure such Refinancing Indebtedness
shall not have a priority more senior than the Liens securing the Refinanced Obligations and if the Liens securing the Refinanced
Obligations are subordinated to any other Liens on such property securing the Obligations, the Liens securing such Refinancing
Indebtedness shall be subordinated to Administrative Agent’s Liens on terms and conditions no less favorable; (j) the obligors
in respect of the Refinanced Obligations immediately prior to such refinancing, refunding, extending, renewing or replacing thereof
shall be the only obligors on such Refinancing Indebtedness; and (k) the terms and conditions (excluding as to pricing, premiums
and optional prepayment or redemption provisions) of any such Refinancing Indebtedness, taken as a whole, are not more restrictive
in any material respect with respect to Holdings and its Restricted Subsidiaries than the terms and conditions of the Refinanced
Obligations.


 


“Register” has the meaning
assigned thereto in Section 13.10(c).


 


“Related Parties” means,
with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees,
administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.


 


“Required Lenders” means,
at any date, any combination of Lenders holding more than fifty percent (50%) of the sum of the aggregate amount of the Commitments
or, if the Commitments have been terminated, any combination of Lenders holding more than fifty percent (50%) of the aggregate
Extensions of Credit; provided, that, the Commitments of, and the portion of the Extensions of Credit, as applicable,
held or deemed held by, any Defaulting Lender shall be disregarded in determining the Required Lenders. Notwithstanding the foregoing,
Required Lenders shall comprise no less than two such Lenders that are not Affiliates of one another, unless (a) all Lenders that
are not Defaulting Lenders are Affiliates of one another or (b) there is only one Lender that is not a Defaulting Lender, at such
time.


 


“Reserves” means, as
of any date of determination, without duplication, (i) Receivable Reserves, (ii) Bank Product Reserves, (iii) Inventory Reserves,
(iv) Priority Payables Reserves and (v) such other reserves (not otherwise contemplated by the foregoing clauses) that Administrative
Agent deems necessary or appropriate, in each case, in its Permitted Discretion and subject to Section 2.1(b), to establish
and maintain (including reserves with respect to sums that any Borrower or its Subsidiaries are required to pay under any Section
of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased personal
property assets, rents or other amounts payable under such leases) and has failed to pay; provided, that, to the
extent that any Reserve is in respect of amounts that may be payable to third parties, Administrative Agent may, at its option,
but without duplication, deduct such Reserve from the US Loan Limit or Canadian Loan Limit at any time that the US Loan Limit is
less than the amount of the US Borrowing Base or the Canadian Loan Limit is less than the Canadian Borrowing Base.


 




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“Responsible Officer”
means, as to any Person, the chief executive officer, president, chief financial officer, chief accounting officer, general counsel,
controller, treasurer or assistant treasurer of such Person or any other officer of such Person reasonably acceptable to Administrative
Agent. Any document delivered hereunder or under any other Loan Document that is signed by a Responsible Officer of a Person shall
be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such
Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person.


 


“Restricted Payment”
has the meaning assigned thereto in Section 10.6.


 


“Restricted Subsidiary”
means each Subsidiary of the Credit Parties that is not an Unrestricted Subsidiary.


 


“Revolving Extensions of Credit”
means (a) any Revolving Loan then outstanding, (b) any Letter of Credit then outstanding or (c) any Swingline Loan then outstanding.


 


“Revolving Loan” has
the meaning set forth in Section 2.1, and shall in all other provisions hereof include any Swingline Loans and Special Advances,
except as otherwise specifically set forth herein and the term “US Revolving Loans” shall in all other provisions include
any US Swingline Loans and US Special Advances and the term “Canadian Revolving Loans” shall in all other provisions
include any Canadian Swingline Loans and Canadian Special Advances, except in the case of each of US Revolving Loans or Canadian
Revolving Loans as otherwise specifically set forth herein.


 


“RSG” means Roofing Supply
Group, LLC, a Delaware limited liability company.


 


“RSG Borrowers” means,
collectively, the Target Company and the Subsidiaries of the Target Company listed on Schedule 1.1(h) hereto.


 


“S&P” means Standard
& Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc.


 


“Sale and Leaseback Transaction”
means, with respect to any Person (the “obligor”), any contractual obligation or other arrangement with any other Person
(the “counterparty”) consisting of a lease by such obligor of any property that, directly or indirectly, has been or
is to be sold by the obligor to such counterparty or to any other Person to whom funds have been advanced by such counterparty
based on a Lien on, or an assignment of, such property or any obligations of such obligor under such lease.


 


“Sanctioned Country”
means a country, region or territory which is itself subject to a sanctions program under Canadian AML Laws or identified on the
list maintained by OFAC and available at http://www.treasury.gov/resource- center/sanctions/Programs/Pages/Programs.aspx,
or as otherwise published from time to time (at the time of this Agreement, Cuba, Iran, North Korea, Sudan and Syria).


 


“Sanctioned Person”
means (a) any Person named (i) on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC
available at http://www.treasury.gov/resource- center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published
from time to time or (ii) on a list established under Canadian AML laws with which a Canadian Person cannot deal with or otherwise
engage in business transactions, or (b) (i) an agency of the government of a Sanctioned Country, (ii) any Person operating, organized
or resident in a Sanctioned Country, to the extent subject to a sanctions program administered by the US Department of the Treasury’s
Office of Foreign Assets Control or (iii) any Person controlled by a Sanctioned Country or by Persons described in the foregoing
clauses (a) and (b).


 




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“Sanctions” means all
economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the United States government,
including those administered by OFAC or the United States Department of State.


 


“SEC” means the Securities
and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.


 


“Secured Obligations”
means, collectively, the US Secured Obligations and the Canadian Secured Obligations.


 


“Secured Parties” means,
collectively, the US Secured Parties and the Canadian Secured Parties.


 


“Securities Account”
means any securities account (as such term is defined in the UCC).


 


“Security Documents”
means the collective reference to the US Collateral Agreement, the Canadian Collateral Agreement, the Mortgages, the
Hypothecs, the Guaranty Agreements, the Control Agreements and each other agreement or writing pursuant to which any Credit
Party purports to pledge or grant a hypothec on or a security interest in any Property or assets
securing any of the Secured Obligations or any such Person purports to guaranty the payment and/or performance of any of the Secured
Obligations.


 


“Senior Unsecured Indebtedness”
means the collective reference to any unsecured Indebtedness incurred by Holdings or any of its Restricted Subsidiaries that ranks
no higher than pari passu with the Obligations, the terms and conditions of which (and terms and conditions of the
documents governing such Indebtedness) shall be market terms and conditions that are, taken as a whole, no more restrictive than
the corresponding terms and conditions of this Agreement and the other Loan Documents and the Term Loan Documents and shall be
approved by Administrative Agent (such approval not to be unreasonably withheld) and, in any event, such terms and conditions shall
include, without limitation, such unsecured Indebtedness (a) not maturing or having any required repayment or prepayment of principal,
amortization, mandatory redemption or sinking fund obligation, in each case, prior to the date that is six (6) months after the
final maturity date applicable to the Credit Facility and (b) having no restrictions, limitations or encumbrances on the ability
of Holdings or any of its Restricted Subsidiaries to incur Liens to secure the Obligations. The 2015 Senior Notes issued on or
prior to the Closing Date are Senior Unsecured Indebtedness.


 


“Settlement” has the
meaning set forth in Section 2.5.


 


“Solvent” and “Solvency”
mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person
is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable
value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person
on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur
debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not
engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property
would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations
and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall
be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that
can reasonably be expected to become an actual or matured liability.


 


“Special Advances” has
the meaning set forth in Section 2.3(d)(iv).


 




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“Specified Disposition”
means any disposition of all or substantially all of the assets or Capital Stock of any Subsidiary of Holdings or any division,
business unit, product line or line of business.


 


“Specified Event of Default”
means any Event of Default under (a) Section 11.1(a) or 11.1(b), (b) Section 11.1(c) as a result of any representation
or warranty contained in any Borrowing Base Certificate being incorrect if Administrative Agent determines in the exercise of its
Permitted Discretion that such event shall be a Specified Event of Default, (c) Section 11.1(d) as a result of the failure
to comply with Section 9.2(b), (d) Section 11.1(d) as a result of the failure to comply with Section 9.14,
(e) Section 11.1(d) as a result of the failure to comply with Section 10.13, and (f) Section 11.1(h) or 11.1(i).


 


“Specified Representations”
means each of the representations and warranties set forth in Sections 8.1, 8.3, 8.4(b), 8.10, 8.11,
8.16 and the last two sentences of Section 8.19.


 


“Specified Suppressed Availability”
means the lesser of: (a) the amount by which the Borrowing Base exceeds the Maximum Credit at such time or (b) the amount equal
to two and one-half percent (2.5%) of the Maximum Credit, provided, that, at any time that Excess Availability is
less than the greater of (i) five percent (5.0%) of the Loan Cap or (ii) $30,000,000, Specified Suppressed Availability shall be
zero.


 


“Specified Transactions”
means (a) the Closing Date Acquisition, (b) any Investment that results in a Person becoming a Restricted Subsidiary
of the Borrower, (c) any designation of a Subsidiary as a Restricted Subsidiary or as an Unrestricted Subsidiary, (d) any
Permitted Acquisition, (e) any Asset Disposition that results in a Restricted Subsidiary of the Borrower ceasing to be a Restricted
Subsidiary of Holdings, (f) any disposition of a business unit, line of business or division of Holdings or any of its Restricted
Subsidiaries, in each case whether by merger, consolidation, amalgamation or otherwise and (g) any other transaction that by the
terms of this Agreement requires any financial ratio or test to be determined on a “pro forma basis” or to be given
“pro forma effect”.


 


“Subordinated Indebtedness”
means the collective reference to any Indebtedness incurred by Holdings or any of its Restricted Subsidiaries that is subordinated
in right and time of payment to the Obligations on terms and conditions reasonably satisfactory to Administrative Agent, which
terms and conditions shall include, without limitation, such Subordinated Indebtedness (a) being on market terms and conditions
that are, taken as a whole, no more restrictive than the corresponding terms and conditions of this Agreement and the other Loan
Documents, (b) not maturing or having any required repayment or prepayment of principal, amortization, mandatory redemption or
sinking fund obligation, in each case, prior to the date that is six (6) months after final maturity date applicable to the Credit
Facility and (c) having no restrictions, limitations or encumbrances on the ability of Holdings or any of its Restricted Subsidiaries
to incur Liens to secure the Obligations.


 


“Subsidiary” means as
to any Person, any corporation, partnership, limited liability company or other entity of which more than fifty percent (50%) of
the outstanding Capital Stock having ordinary voting power to elect a majority of the board of directors (or equivalent governing
body) or other managers of such corporation, partnership, limited liability company or other entity is at the time owned by (directly
or indirectly) or the management is otherwise controlled by (directly or indirectly) such Person (irrespective of whether, at the
time, Capital Stock of any other class or classes of such corporation, partnership, limited liability company or other entity shall
have or might have voting power by reason of the happening of any contingency). Unless otherwise qualified, references to “Subsidiary”
or “Subsidiaries” herein shall refer to those of Holdings.


 




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“Supermajority Lenders”
means, at any date, any combination of Lenders holding more than sixty-six and two thirds percent (66-2/3%) of the sum of the aggregate
amount of the Commitments or, if the Commitments have been terminated, any combination of Lenders holding more than sixty-six and
two thirds percent (66-2/3%) of the aggregate Extensions of Credit; provided, that, the Commitments of, and the portion
of the Extensions of Credit, as applicable, held or deemed held by, any Defaulting Lender shall be disregarded in determining the
Supermajority Lenders. Notwithstanding the foregoing, Supermajority Lenders shall comprise no less than two such Lenders that are
not Affiliates of one another, unless (a) all Lenders that are not Defaulting Lenders are Affiliates of one another or (b) there
is only one Lender that is not a Defaulting Lender, at such time.


 


“Swingline Commitment”
means the US Swingline Commitment and the Canadian Swingline Commitment.


 


“Swingline Facility”
means the swingline facility established pursuant to Section 2.2.


 


“Swingline Lender” means
Wells Fargo in its capacity as swingline lender hereunder or any successor thereto.


 


“Swingline Loan” has
the meaning set forth in Section 2.2(a).


 


“Swingline Note” means
a US Swingline Note or a Canadian Swingline Note, as applicable.


 


“Synthetic Lease” means
any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where
such transaction is considered borrowed money indebtedness for tax purposes but is classified as an Operating Lease in accordance
with GAAP.


 


“Target Company” means
CDRR Investors, Inc., a Delaware corporation.


 


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


 


“Term Loan Agent” means
Citibank, N.A., a national banking association, in its capacity as Administrative Agent under the Term Loan Agreement and the other
Term Loan Documents and its successors and assigns, together with any replacement or successor Administrative Agent thereunder.


 


“Term Loan Agreement”
means the Term Loan Credit Agreement, dated on or about the date hereof, by and among Term Loan Agent, Term Loan Lenders and the
Credit Parties party thereto, as amended, supplemented or otherwise modified from time to time.


 


“Term Loan Documents”
means, collectively, the following: (a) the Term Loan Agreement and (b) all agreements, documents and instruments at any time executed
and/or delivered in connection therewith, each as amended, supplemented or otherwise modified from time to time.


 


“Term Loan Facility”
means the term loan facility established pursuant to the Term Loan Agreement.


 


“Term Loan Lenders” means
those certain lenders and other financial institutions from time to time party to the Term Loan Agreement as lenders.


 


“Term Loan Priority Collateral”
has the meaning set forth in the Intercreditor Agreement.


 




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“Termination Event” means
the occurrence of any of the following which, individually or in the aggregate, has resulted or
could reasonably be expected to result in a Material Adverse Effect:
(a) a “reportable event” described in Section 4043 of ERISA with respect to any Pension Plan for which the thirty (30)
day notice requirement has not been waived by the PBGC, or (b) the withdrawal of any Credit Party or any ERISA Affiliate from a
Pension Plan under Section 4063 of ERISA during a plan year in which it was a “substantial
employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under
Section 4062(e) of ERISA, or (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan
or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, in each case, if the plan assets are
not sufficient to pay all plan liabilities, or (d) the institution of proceedings to terminate, or the appointment of a trustee
with respect to, any Pension Plan by the PBGC, or (e) any other event or condition which would reasonably constitute grounds under
Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, or (f) the imposition
of a Lien pursuant to Section 430(k) of the Code or Section 303(k) of ERISA, or (g) the determination
that any Pension Plan or Multiemployer Plan is considered an at-risk plan or in endangered or critical status within the meaning
of Sections 430, 431 or 432 of the Code or Sections 303, 304 or 305 of ERISA, or (h) the partial or complete withdrawal
of any Credit Party or any ERISA Affiliate from a Multiemployer Plan if withdrawal liability is asserted by such plan, or (i)
any event or condition which results in the reorganization or insolvency of a Multiemployer Plan under Sections 4241 or 4245 of
ERISA, or (j) any event or condition which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the
institution by PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA, or (k) the imposition
of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon
any Credit Party or any ERISA Affiliate, or (l) the termination of a Canadian Pension Plan,
the filing of a notice of intent to terminate a Canadian Pension Plan or the treatment of a Canadian Pension Plan amendment as
a termination, under Applicable Law, if the plan assets are not sufficient to pay all plan liabilities, or (m) the institution
of proceedings to terminate, or the appointment of a trustee with respect to, any Canadian Pension Plan by any applicable Governmental
Authority under Applicable Law, or (n) any other event or condition which would constitute grounds under Canadian Pension Laws
for the termination of, or the appointment of a trustee to administer, any Canadian Pension Plan, or (o) the partial or complete
withdrawal of any Credit Party from a Canadian Multiemployer Plan if withdrawal liability is asserted by such plan, or (p) any
event or condition which results in the reorganization or insolvency of a Canadian Multiemployer Plan, or (q) any event or condition
which results in the termination of a Canadian Multiemployer Plan or the institution by any Governmental Authority of proceedings
to terminate a Canadian Multiemployer Plan.


 


“Threshold Amount” means
$15,000,000.


 


“Total Outstandings”
means the sum of the US Outstandings and the Canadian Outstandings.


 


“Transaction Costs” means
all transaction fees, costs, expenses, charges and other amounts related to the Transactions (including, without limitation, any
financing fees, merger and acquisition fees, legal fees and expenses, due diligence fees or any other fees and expenses in connection
therewith), to the extent paid within six (6) months of the closing of the Credit Facility and approved by Administrative Agent
in its reasonable discretion.


 




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“Transactions” means,
collectively, (a) the consummation of the Closing Date Acquisition and the other transactions contemplated by the Closing Date
Acquisition Agreement (including the receipt by Clayton, Dubilier & Rice, LLC of shares of the Borrower’s common stock
as partial consideration for the sale of the Target Company in the manner and in the amount provided for by the Closing Date Acquisition
Agreement), (b) the execution, delivery and performance by each Credit Party and any Restricted Subsidiary thereof of the Term
Loan Documents, (c) the execution, delivery and issuance by Holdings of the 2015 Senior Notes, (d) the execution, delivery and
performance by the Credit Parties of the Loan Documents to which they are a party, the incurrence of the Loans on the Closing Date
and the use of proceeds thereof, (e) the repayment in full of all outstanding Indebtedness for borrowed money of the Target Company
and Holdings and their respective Subsidiaries, and the termination of all commitments and release of Liens with respect thereto
(or, in the case of the Existing RSG Senior Notes, depositing funds with the indenture trustee for such notes sufficient to repay
them in full and to satisfy and discharge the governing indenture), other than Permitted Surviving Debt and Permitted Liens, respectively,
and (f) the payment of all Transaction Costs incurred or payable by Holdings or any of its Restricted Subsidiaries in connection
with the foregoing.


 


“Type” means the type
of Revolving Loan determined with regard to the interest option applicable thereto, including whether a US Base Rate Loan, a LIBOR
Rate Loan, a Canadian Base Rate Loan or a Canadian BA Rate Loan.


 


“UCC” means the Uniform
Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection
or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction
other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.


 


“Uniform Customs” means
the Uniform Customs and Practice for Documentary Credits (2007 Revision), effective July, 2007 International Chamber of Commerce
Publication No. 600.


 


“United States” means
the United States of America.


 


“Unrestricted Subsidiary”
means any Subsidiary of Holdings designated by Borrower Representative after the Closing Date as an Unrestricted Subsidiary hereunder
by written notice to Administrative Agent; provided, that, Borrower Representative shall only be permitted to so
designate a Subsidiary as an Unrestricted Subsidiary so long as each of the following conditions is satisfied: (i) as of the date
of any such designation and after giving effect thereto, no Default or Event of Default exists or has occurred and is continuing,
(ii) each Subsidiary to be designated as an “Unrestricted Subsidiary” and its Subsidiaries has not at the time of designation,
and does not thereafter unless redesignated as a Restricted Subsidiary, create, incur, issue, assume, guarantee or otherwise become
directly or indirectly liable with respect to any debt pursuant to which a lender or any other Person has recourse to any Credit
Party or any Restricted Subsidiary or any of the assets of any Credit Party or any Restricted Subsidiary, (iii) the fair market
value of, and investments in, such Subsidiary will constitute Permitted Investments at the time of its designation as an Unrestricted
Subsidiary, (iv) designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time
of designation of any Indebtedness or Liens of such Subsidiary existing at such time, (v) no Credit Party shall have any liability
for any debt or other obligations of any Unrestricted Subsidiary except to the extent permitted as to any unaffiliated Person under
Section 10.1, (vi) each of the Payment Conditions is satisfied at the time that any Subsidiary is designated as an Unrestricted
Subsidiary, (vii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted
Subsidiary or if it is a Restricted Subsidiary for purposes of any other Indebtedness, and (viii) Administrative Agent shall have
received an officer’s certificate executed by a Responsible Officer of the Borrower Representative, certifying compliance
with the requirements of the preceding clauses (i) through (vii). Borrower Representative may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”);
provided, that, (1) as of the date thereof, and after giving effect thereto, no Default or Event of Default exists
or has occurred and is continuing, (2) immediately after giving effect to such Subsidiary Redesignation, the Credit Parties shall
be in compliance, on a pro forma basis, with the financial covenant set forth in Section 10.13 (to the same extent as if
during a Compliance Period), (3) designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence
at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time, and (4) Administrative Agent
shall have received an officer’s certificate executed by a Responsible Officer of Borrower Representative, certifying compliance
with the requirements of preceding clauses (1) and (2), and containing the calculations and information required
by the preceding clause (2).


 




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“Unused Line Fee” has
the meaning set forth in Section 6.3(b).


 


“US Bank Product Obligations”
means (a) all obligations, liabilities, reimbursement obligations, fees, or expenses owing by any US Credit Party to any Bank Product
Provider pursuant to or evidenced by a Bank Product Agreement and irrespective of whether for the payment of money, whether direct
or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including, without limitation, all
US Hedge Obligations, and (b) all amounts that Administrative Agent or any Lender is obligated to pay to a Bank Product Provider
as a result of Administrative Agent or such Lender purchasing participations from, or executing guarantees or indemnities or reimbursement
obligations to, a Bank Product Provider with respect to the Bank Products provided by such Bank Product Provider to a US Credit
Party.


 


“US Base Rate” means,
at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus one-half percent (0.50%) and (c) except
during any period of time during which a notice delivered to Borrower Representative under Section 6.8 shall remain in effect,
LIBOR for an Interest Period of one (1) month plus one percent (1%); each change in the US Base Rate shall take effect simultaneously
with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or LIBOR.


 


“US Borrowers” means,
collectively, (a) Beacon Sales Acquisition, Inc., a Delaware corporation, (b) Beacon Leadership Acquisition II, LLC, a Delaware
limited liability company, (c) Roofing Supply Group, LLC, a Delaware limited liability company, (d) the RSG Borrowers, and (e)
any other person organized under the laws of the United States, any state thereof or the District of Columbia that after the Closing
Date becomes a US Borrower under this Agreement.


 


“US Borrowing Base” means,
at any time, the amount equal to:


 


(a)   the
amount equal to eighty-five percent (85%) multiplied by the net amount of Eligible Accounts of US Borrowers; plus


 


(b)   the
amount equal to the lesser of: (i) seventy percent (70%) multiplied by the Value of each category of Eligible Inventory of US Borrowers
or (ii) eighty-five percent (85%) of the Net Recovery Percentage of each category of Eligible Inventory of US Borrowers multiplied
by the Value thereof; minus


 


(c)   applicable
Reserves with respect to US Borrowers established by Administrative Agent in its Permitted Discretion in accordance with the terms
hereof (including Section 2.1(b)).


 


“US Collateral” means
Collateral consisting of assets or interests in assets of US Credit Parties, and the proceeds thereof.


 


“US Collateral Agreement”
means the collateral agreement, dated of even date herewith, executed and delivered by the US Credit Parties in favor of Administrative
Agent, for the benefit of the Secured Parties.


 


“US Collection Account”
means the Deposit Accounts in the name of a US Borrower set forth on Schedule 1.1(c) to this Agreement, or any other account
or accounts at any time after the date hereof designated by Borrower Representative to Administrative Agent which have been established
for purposes of the receipt of proceeds of Accounts and other Collateral in accordance with the terms hereof.


 




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“US Commitment” means,
as to any US Lender, the obligation of such Lender to make US Revolving Loans to, and to purchase participations in US LC Obligations
and US Swingline Loans for the account of, the US Borrowers hereunder in each case as such US Dollar amounts are set forth beside
such Lender’s name under the applicable heading on Schedule 1.1(a), as such amount may be modified at any time or
from time to time pursuant to the terms of this Agreement. The aggregate US Commitments of all the US Lenders on the Closing Date
shall be $670,000,000.


 


“US Commitment Percentage”
means, with respect to any US Lender at any time, the percentage of the total US Commitments of all the US Lenders represented
by such US Lender’s US Commitment. If the US Commitments have terminated or expired, the US Commitment Percentages shall
be determined based upon the US Commitments most recently in effect, giving effect to any assignments. Each reference to “a
Lender” shall include, collectively, all Lenders that are Affiliates and all branches of a Lender or its Affiliates as though
all such parties were one Lender hereunder.


 


“US Credit Parties” means,
collectively, the US Borrowers and the US Guarantors.


 


“US Dollar Equivalent”
means at any time (a) as to any amount denominated in US Dollars, the amount thereof at such time, and (b) as to any amount denominated
in any other currency, the equivalent amount in US Dollars calculated by Administrative Agent in good faith at such time using
the Exchange Rate in effect on the Business Day of determination.


 


“US Dollars”, “US$”
and “$” shall each mean lawful currency of the United States.


 


“US Extensions of Credit”
means, as to any Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all US Revolving Loans
made by such Lender then outstanding, (b) such Lender’s Commitment Percentage of the US LC Obligations then outstanding,
and (c) such Lender’s Commitment Percentage of the US Swingline Loans then outstanding.


 


“US Guarantors” means,
collectively, Holdings, the US Borrowers (with respect to the obligations of each other US Borrower), and all direct and indirect
US Subsidiaries of Holdings (other than any Excluded Subsidiary, any Unrestricted Subsidiary, any CFC, any FSCHO (other than any
FSCHO that owns Capital Stock of a Canadian Subsidiary) or any Subsidiary of a CFC) in existence on the Closing Date or which becomes
a party to the US Guaranty Agreement after the Closing Date pursuant to Section 9.15.


 


“US Guaranty Agreement”
means the US Guaranty Agreement, dated of even date herewith, executed and delivered by the US Credit Parties and Beacon Canada,
Inc. in favor of Administrative Agent for the benefit of the Secured Parties.


 


“US Hedge Provider” means
any Person that, (a) at the time it enters into a Hedge Agreement with a US Credit Party permitted under Article X, is a
Lender (other than a Canadian Lender in its capacity as such), an Affiliate of a Lender (other than a Canadian Lender in its capacity
as such), Administrative Agent or an Affiliate of Administrative Agent or (b) at the time it (or its Affiliate) becomes a Lender
(other than a Canadian Lender in its capacity as such) (including on the Closing Date), is a party to a Hedge Agreement with a
US Credit Party, in each case in its capacity as a party to such Hedge Agreement; provided, that, no such Person
(other than Wells Fargo or its Affiliates) shall constitute a US Hedge Provider unless and until Administrative Agent receives
a Bank Product Provider Agreement from such Person (i) on or about the Closing Date in the case of any Hedge Agreement in effect
on the Closing Date or (ii) within ten (10) Business Days after the execution and delivery of a Hedge Agreement established after
the Closing Date.


 




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“US Hedge Obligations”
means any and all obligations or liabilities, whether absolute or contingent, due or to become due, now existing or hereafter arising,
of a US Credit Party arising under, owing pursuant to, or existing in respect of Hedge Agreements entered into with one or more
of the Hedge Providers.


 


“US LC Obligations” means
at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding US Letters of
Credit and (b) the aggregate amount of drawings under US Letters of Credit which have not then been reimbursed pursuant to Section
3.5.


 


“US Lender” means, at
any time, each Lender having a US Commitment or a US Revolving Loan owing to it or a participating interest in a US Letter of Credit
or US Swingline Loan.


 


“US Letter of Credit”
has the meaning set forth in Section 3.1.


 


“US Loan Limit” means
the aggregate amount of the US Commitments.


 


“US Obligations” means,
in each case, whether now in existence or hereafter arising: (a) the principal of and interest on (including interest accruing
after the filing of any bankruptcy or similar petition) the Revolving Loans (other than the Canadian Revolving Loans), (b) the
US LC Obligations and (c) all other fees and commissions (including attorneys’ fees), charges, indebtedness, loans, liabilities,
financial accommodations, obligations, covenants and duties owing by the Credit Parties to the Lenders (other than the Canadian
Lenders in their capacities as such), the Issuing Bank or Administrative Agent, in each case under any Loan Document, with respect
to any Revolving Loan (other than any Canadian Revolving Loan) or any Letter of Credit of every kind, nature and description, direct
or indirect, absolute or contingent, due or to become due, contractual or tortious, liquidated or unliquidated, and whether or
not evidenced by any note and including interest and fees that accrue after the commencement by or against any Credit Party or
any Affiliate thereof of any proceeding under any Debtor Relief Laws, naming such Person as the debtor in such proceeding, regardless
of whether such interest and fees are allowed claims in such proceeding.


 


“US Outstandings” means
(a) with respect to US Revolving Loans, including US Swingline Loans and US Special Advances, on any date, the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments or repayments of US Revolving Loans, including US
Swingline Loans and US Special Advances, as the case may be, occurring on such date; plus (b) with respect to any US LC
Obligations on any date, the aggregate outstanding amount thereof on such date after giving effect to any US Revolving Extensions
of Credit occurring on such date and any other changes in the aggregate amount of the US LC Obligations as of such date, including
as a result of any reimbursements of outstanding unpaid drawings under any US Letters of Credit or any reductions in the maximum
amount available for drawing under US Letters of Credit taking effect on such date.


 


“US Overadvance” means,
as of any date of determination, the sum of the principal amount of any US Revolving Loans, US Swingline Loans and US Letters of
Credit in excess of the lesser of the US Borrowing Base or the US Loan Limit.


 


“US Person” means any
Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.


 




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“US Protective Advance”
has the meaning set forth in Section 2.3(d)(i).


 


“US Restricted Subsidiary”
means any US Subsidiary that is a Restricted Subsidiary.


 


“US Revolving Credit Note”
means a promissory note made by the US Borrowers in favor of a US Lender evidencing the US Revolving Loans made by such US Lender,
substantially in the form attached as Exhibit A-1 and any substitutes therefor, and any replacements, restatements, renewals
or extension thereof, in whole or in part.


 


“US Revolving Loans”
has the meaning set forth in Section 2.1.


 


“US Secured Obligations”
means, collectively, (a) the US Obligations and (b) US Bank Product Obligations.


 


“US Secured Parties”
means, collectively, Administrative Agent, the US Lenders, the Issuing Bank, a Bank Product Provider to the extent of any Bank
Product Agreement with a US Credit Party or US Bank Product Obligations owing to it, each co-agent or sub-agent appointed by Administrative
Agent from time to time pursuant to Section 12.5, any other holder from time to time of any US Secured Obligations and,
in each case, their respective successors and permitted assigns.


 


“US Special Advance”
means a US Protective Advance or a US Overadvance.


 


“US Subsidiary” means
any Subsidiary of Holdings that is organized under the laws of any political subdivision of the United States.


 


“US Swingline Loan Limit”
means the lesser of (a) $67,000,000 or (b) the US Commitments.


 


“US Swingline Loans”
has the meaning set forth in Section 2.2(a).


 


“US Swingline Note” means
a promissory note made by the US Borrowers in favor of the Swingline Lender evidencing the US Swingline Loans made by the Swingline
Lender, substantially in the form attached as Exhibit A-3, and any substitutes therefor, and any replacements, restatements,
renewals or extension thereof, in whole or in part.


 


“US Tax Compliance Certificate”
has the meaning assigned thereto in Section 6.11(g).


 


“Value” means the lower
of (a) cost computed on a first-in first-out method in accordance with GAAP or (b) market value, consistent with the current practices
of Holdings and its Subsidiaries in effect immediately prior to the Closing Date; provided, that, for purposes of
the calculation of the Borrowing Base, the value of Inventory shall not include: (A) the portion of the value of Inventory equal
to the profit earned or loss realized by any Affiliate or Subsidiary on the sale thereof to any Borrower or (B) write-ups or write-downs
in value with respect to currency exchange rates.


 


“Weighted Average Life to Maturity”
means, when applied to any Indebtedness at any date, the number of years (and/or portion thereof) obtained by dividing: (a) the
sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated
to the nearest one-twelfth) that will elapse between such date and the date scheduled for the making of such payment; by (b) the
then outstanding principal amount of such Indebtedness.


 


“Wells Fargo” means Wells
Fargo Bank, National Association, a national banking association.


 




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“Wholly-Owned” means,
with respect to a Subsidiary, that all of the shares of Capital Stock of such Subsidiary are, directly or indirectly, owned or
controlled by Holdings and/or one or more of its Wholly-Owned Subsidiaries (except for directors’ qualifying shares or other
shares required by Applicable Law to be owned by a Person other than Holdings and/or one or more of its Wholly-Owned Subsidiaries).


 


“Withholding Agent” means
the Borrower Representative and Administrative Agent.


 


SECTION 1.2   Other
Definitions and Provisions.


 


(a)   With
reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (i)
the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, (ii) whenever the context
may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (iii) the words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”,
(iv) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (v) any
reference herein to any Person shall be construed to include such Person’s successors and assigns, (vi) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in
its entirety and not to any particular provision hereof, (vii) all references herein to Articles, Sections, Exhibits and Schedules
shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (viii) the words “asset”
and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights, (ix) the term “documents” includes
any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however
evidenced, whether in physical or electronic form and (x) in the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including;” the words “to” and “until”
each mean “to but excluding;” and the word “through” means “to and including”.


 


(b)   Any
reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean
(i) the payment or repayment in full in immediately available funds of (A) the principal amount of, and interest accrued and unpaid
with respect to, all outstanding Revolving Loans, together with the payment of any premium applicable to the repayment of the Revolving
Loans, (B) all expenses payable by the Credit Parties under the Loan Documents (including cost or expense reimbursements) that
have accrued and are unpaid, (C) all fees or charges payable by the Credit Parties that have accrued hereunder or under any other
Loan Document (including the Letter of Credit Fee and the Unused Line Fee) and are unpaid, (ii) in the case of contingent reimbursement
obligations with respect to Letters of Credit, Cash Collateralized (except to the extent that the applicable Issuing Bank may otherwise
agree), (iii) in the case of obligations with respect to Bank Products (other than Hedge Obligations), Cash Collateralized, (iv)
the receipt by Administrative Agent of Cash Collateral in order to secure any other contingent Obligations for which a claim or
demand for payment is known and has been asserted in writing on or prior to such time or in respect of matters or circumstances
known to Administrative Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense
(including attorneys’ fees and legal expenses), such Cash Collateral to be in such amount as Administrative Agent reasonably
determines is appropriate to secure such contingent Obligations, (v) the payment or repayment in full in immediately available
funds of all other outstanding Obligations (including the payment of any termination amount then applicable (or which would become
applicable as a result of the repayment of the other Obligations) under Hedge Agreements provided by Hedge Providers) other than,
in the case of any of the foregoing under clauses (iii) and (iv) above, if applicable, (A) unasserted contingent
indemnification Obligations, (B) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by
the applicable Bank Product Provider to remain outstanding without being required to be repaid or Cash Collateralized, and (C)
any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required
to be repaid, and (vi) the termination of all of the Commitments of the Lenders.


 




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SECTION 1.3   Accounting
Terms. All accounting terms not specifically or completely defined herein shall
be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required
to be submitted pursuant to this Agreement shall be prepared in conformity with GAAP, applied on a consistent basis, as in effect
from time to time and in a manner consistent with that used in preparing the audited financial statements required by Section
9.1(a), except as otherwise specifically prescribed herein (including, without limitation, as prescribed by Section
13.9). Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation
of any financial covenant) contained herein, Indebtedness of Holdings and its Restricted Subsidiaries shall be deemed to be carried
at one hundred percent (100%) of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20
on financial liabilities shall be disregarded.


 


SECTION 1.4   UCC
Terms. Terms defined in the UCC and not otherwise defined herein shall, unless
the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC”
refers, as of any date of determination, to the UCC then in effect.


 


SECTION 1.5   Rounding.
Any financial ratios required to be maintained pursuant to this Agreement shall be calculated by dividing the appropriate component
by the other component, carrying the result to one place more than the number of places by which such ratio or percentage is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).


 


SECTION 1.6   References
to Agreement and Laws. Unless otherwise expressly provided herein, (a) any definition
or reference to formation documents, governing documents, agreements (including the Loan Documents) and other contractual documents
or instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited
by any Loan Document; and (b) any definition or reference to any Applicable Law, including, without limitation, the Code, the
Debtor Relief Laws, ERISA, the Exchange Act, the Income Tax Act (Canada), the Bank Act (Canada), the PPSA, the CCQ, the PATRIOT
Act, the Canadian AML Laws, the Securities Act of 1933, the UCC, the Investment Company Act of 1940, the Interstate Commerce Act,
the Trading with the Enemy Act of the United States or any of the foreign assets control regulations of the United States Treasury
Department, shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting
such Applicable Law.


 


SECTION 1.7   Times
of Day. Unless otherwise specified, all references herein to times of day shall
be references to Eastern time (daylight or standard, as applicable).


 


SECTION 1.8   Letter
of Credit Amounts. Unless otherwise specified, all references herein to the amount
of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect
to all increases thereof contemplated by such Letter of Credit or the Letter of Credit Application therefor (at the time specified
therefor in such applicable Letter of Credit or Letter of Credit Application and as such amount may be reduced by (a) any permanent
reduction of such Letter of Credit or (b) any amount which is drawn, reimbursed and no longer available under such Letter of Credit).


 




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SECTION 1.9   Guaranty
Obligations. Unless otherwise specified, the amount of any Guaranty Obligation
shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which
the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation.


 


SECTION 1.10   Alternative
Currency Matters.


 


(a)   Covenant
Compliance Generally. For purposes of determining compliance under Sections 10.1, 10.2, 10.3, 10.5
and 10.6, any amount in a currency other than US Dollars will be converted to US Dollars based upon the US Dollar Equivalent
thereof. Notwithstanding the foregoing, for purposes of determining compliance with Sections 10.1, 10.2 and 10.3,
with respect to any amount of Indebtedness or Investment in a currency other than US Dollars, no breach of any basket contained
in such sections shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such
Indebtedness or Investment is incurred; provided, that, for the avoidance of doubt, the foregoing provisions of this
Section 1.10 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment
may be incurred at any time under such Sections.


 


(b)   Amount
of Obligations. Unless otherwise specified, for purposes of this Agreement, any determination of the amount of any outstanding
Canadian Extensions of Credit (including, without limitation, Canadian Revolving Loans) or Canadian Obligations shall be based
upon the US Dollar Equivalent of such outstanding Canadian Extensions of Credit (including, without limitation, Canadian Revolving
Loans) or Canadian Obligations.


 


SECTION 1.11   Québec
Matters. For purposes of any assets, liabilities or entities located in the Province
of Québec and for all other purposes pursuant to which the interpretation or construction of this Agreement may be subject
to the laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province of Québec,
(a) “personal property” shall include “movable property”, (b) “real property” or “real
estate” shall include “immovable property”, (c) “tangible property” shall include “corporeal
property”, (d) “intangible property” shall include “incorporeal property”, (e) “security interest”,
“mortgage” and “lien” shall include a “hypothec”, “right of retention”, “prior
claim” and a resolutory clause, (f) all references to filing, perfection, priority, remedies, registering or recording under
the UCC or a PPSA shall include publication under the CCQ, (g) all references to “perfection” of or “perfected”
liens or security interest shall include a reference to an “opposable” or “set up” lien or security interest
as against third parties, (h) any “right of offset”, “right of setoff” or similar expression shall include
a “right of compensation”, (i) “goods” shall include “corporeal movable property” other than
chattel paper, documents of title, instruments, money and securities, (j) an “agent” shall include a “mandatary”,
(k) “construction liens” shall include “legal hypothecs”, (l) “joint and several” shall include
“solidary”, (m) “gross negligence or wilful misconduct” shall be deemed to be “intentional or gross
fault”, (n) “beneficial ownership” shall include “ownership on behalf of another as mandatory”,
(o) “easement” shall include “servitude”, (p) “priority” shall include “prior claim”,
(q) “survey” shall include “certificate of location and plan”, (r) “state” shall include “province”,
(s) “fee simple title” shall include “absolute ownership”, (t) “accounts” shall include “claims”.
The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the transactions
contemplated herein be drawn up in the English language only and that all other documents contemplated thereunder or relating
thereto, including notices, may also be drawn up in the English language only. Les parties aux présentes confirment
que c’est leur volonté que cette convention et les autres documents de crédit soient rédigés
en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres
documents peuvent être rédigés en langue anglaise seulement.


 




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SECTION 1.12   Pro
Forma Calculations.


 


(a)   Notwithstanding
anything to the contrary herein, any leverage ratio provided for herein shall be calculated in the manner prescribed by this Section
1.12.


 


(b)   For
purposes of calculating any leverage ratio provided for herein, all Specified Transactions (and the incurrence or repayment of
any Indebtedness and the granting or terminating of any Liens in connection therewith) that have been consummated (i) during the
applicable period of four consecutive fiscal quarters or twelve consecutive fiscal months, as the case may be, for which such leverage
ratio is being determined (the “Test Period”) or (ii) subsequent to such Test Period and prior to or simultaneously
with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such
Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein
attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period.


 


(c)   If
pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by the chief
financial officer of Holdings and include only those adjustments that would be permitted or required by Regulation S-X of the federal
securities laws together with those adjustments that (i) have been certified by the chief financial officer of Holdings as having
been prepared in good faith based upon reasonable assumptions and (ii) are (A) directly attributable to the Specified Transactions
with respect to which such adjustments are to be made, (B) expected to have a continuing impact on Holdings and its Restricted
Subsidiaries, (C) factually supportable and reasonably identifiable and (D) based on reasonably detailed written assumptions. For
the avoidance of doubt, all pro forma adjustments shall be consistent with, and subject to, the caps and limits set forth in the
applicable definitions herein.


 


(d)   In
the event that Holdings or any of its Restricted Subsidiaries incurs (including by assumption or guarantees) or repays (including
by redemption, repayment, retirement or extinguishment) any Indebtedness included directly or indirectly in the calculation of
any leverage ratio provided for herein (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary
course of business for working capital purposes) subsequent to the end of the applicable Test Period and prior to or simultaneously
with the event for which the calculation of any such ratio is made, then such leverage ratio shall be calculated giving pro forma
effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of
the applicable Test Period.


 


Article
II


 


REVOLVING CREDIT FACILITY


 


SECTION 2.1   Revolving
Loans.


 


(a)   Revolving
Loans. Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations
and warranties set forth in this Agreement and the other Loan Documents, until the termination of the Commitments, (i) each US
Lender agrees (severally, not jointly or jointly and severally) to make, from time to time, a revolving loan or revolving loans
to US Borrowers (each a “US Revolving Loan” and collectively, “US Revolving Loans”), and
(ii) each Canadian Lender agrees (severally, not jointly or jointly and severally) to make, from time to time, a revolving loan
or revolving loans to Canadian Borrowers (each a “Canadian Revolving Loan” and collectively, “Canadian
Revolving Loans” and together with US Revolving Loans, individually a “Revolving Loan” and collectively,
“Revolving Loans”), in each case from time to time from the Closing Date through, but not including, the Maturity
Date as requested by Borrower Representative in accordance with the terms of Section 2.3; provided, that:


 




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(A)   (1)
such US Revolving Loans shall be denominated in US Dollars, and (2) such Canadian Revolving Loans shall be denominated in US Dollars
or Canadian Dollars,


 


(B)   (1)
such Revolving Loans denominated in US Dollars shall, at the option of Borrower Representative, be incurred and maintained as,
and/or converted into, US Base Rate Loans (solely in the case of US Revolving Loans and Canadian Revolving Loans) or LIBOR Rate
Loans, and (2) such Revolving Loans denominated in Canadian Dollars shall, at the option of Borrower Representative, be incurred
and maintained as, and/or converted into, Canadian Base Rate Loans or Canadian BA Rate Loans,


 


(C)   all
Revolving Loans comprising the same Borrowing shall at all times be of the same Type,


 


(D)   all
Revolving Loans may be repaid and reborrowed in accordance with the provisions hereof,


 


(E)   Revolving
Loans shall not be made, and shall not be required to be made, by any Lender in the event that, after giving effect to such Revolving
Loans, the Total Outstandings would exceed the Loan Cap at such time,


 


(F)   US
Revolving Loans shall not be made, and shall not be required to be made, by any US Lender in the event that, after giving effect
to such US Revolving Loans, the US Outstandings would exceed the lesser of the US Loan Limit as then in effect or the US Borrowing
Base at such time,


 


(G)   Canadian
Revolving Loans shall not be made, and shall not be required to be made, by any Canadian Lender in the event that after giving
effect to such Canadian Revolving Loans, the Canadian Outstandings would exceed the lesser of the Canadian Loan Limit as then in
effect or the Canadian Borrowing Base at such time, and


 


(H)   Revolving
Loans shall not be made, and shall not be required to be made, by any Lender in the event that after giving effect to such Revolving
Loans, the Commitment Percentage of such Lender in the Total Outstandings would exceed such Lender’s Commitment.


 


(b)   Reserves.
The right of Administrative Agent to establish Reserves will be in accordance with its customary practices in the exercise of its
Permitted Discretion and as may be applicable under the circumstances based on its field examination and other due diligence. The
amount of any Reserve established by Administrative Agent shall have a reasonable relationship to the event, condition or other
matter which is the basis for such Reserve as determined by Administrative Agent in good faith and to the extent that such Reserve
is in respect of amounts that may be payable to third parties Administrative Agent may deduct such Reserve from the Maximum Credit
at any time that such limit is less than the amount of the Borrowing Base. Administrative Agent will provide notice to Borrower
Representative of any new categories of Reserves that may be established after the Closing Date or any changes in the methodology
of the calculation of an existing category of Reserves and will consult with Borrower Representative in connection with the basis
for such new categories of Reserves to the extent Borrower Representative is available in a reasonably timely manner, provided,
that, no such consultation shall be required at any time a Default or Event of Default exists or has occurred and is continuing.
New categories of Reserves may be established after the Closing Date by Administrative Agent in the exercise of its Permitted Discretion
based on either: (i) an event, condition or other circumstance arising after the Closing Date, or (ii) an event, condition or other
circumstance existing on the Closing Date to the extent that such event, condition or circumstance has not been identified by a
Borrower to the field examiners of Administrative Agent prior to the Closing Date (except to the extent that it may have been identified
but Administrative Agent has, with notice to Borrower Representative, elected not to establish a Reserve with respect thereto as
of the Closing Date).


 




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SECTION 2.2   Swingline
Loans.


 


(a)   Swingline
Loans. Subject to the terms and conditions of this Agreement and the other Loan Documents and in reliance upon the representations
and warranties set forth in this Agreement and the other Loan Documents, until the termination of the Commitments, the Swingline
Lender shall make (i) a revolving loan or revolving loans to US Borrowers (each a “US Swingline Loan” and collectively,
“US Swingline Loans”), and (ii) a revolving loan or revolving loans to Canadian Borrowers (each a “Canadian
Swingline Loan” and collectively, “Canadian Swingline Loans”, and together with US Swingline Loans,
individually a “Swingline Loan” and collectively, “Swingline Loans”) in each case from time
to time from the Closing Date through, but not including, the Maturity Date as requested by Borrower Representative in accordance
with the terms of Section 2.3; provided, that:


 


(A)   (1)
such US Swingline Loans shall be denominated in US Dollars, and (2) such Canadian Swingline Loans shall be denominated in US Dollars
or Canadian Dollars;


 


(B)   (1)
such Swingline Loans denominated in US Dollars shall be US Base Rate Loans, and (2) such Swingline Loans denominated in Canadian
Dollars shall be Canadian Base Rate Loans;


 


(C)   all
Swingline Loans comprising the same Borrowing shall at all times be of the same Type;


 


(D)   all
Swingline Loans may be repaid and reborrowed in accordance with the provisions hereof;


 


(E)   Swingline
Loans shall not be made, and shall not be required to be made, by the Swingline Lender in the event that, after giving effect to
such Swingline Loan, the Total Outstandings would exceed, or further exceed, the Loan Cap;


 


(F)   US
Swingline Loans shall not be made, and shall not be required to be made, by the Swingline Lender in the event that after giving
effect to such US Swingline Loan, the US Outstandings would exceed, or further exceed, the least of (A) the US Loan Limit as then
in effect, (B) the US Borrowing Base at such time or (3) the US Swingline Loan Limit; and


 


(G)   Canadian
Swingline Loans shall not be made, and shall not be required to be made, by the Swingline Lender in the event that after giving
effect to such Canadian Swingline Loan, the Canadian Outstandings would exceed, or further exceed the least of (1) the Canadian
Loan Limit as then in effect, (2) the Canadian Borrowing Base at such time or (3) the Canadian Swingline Loan Limit.


 


(b)   Conditions.
Subject to the provisions of Section 2.2(a), the Swingline Lender shall not make and shall not be obligated to make any
Swingline Loan if the Swingline Lender has actual knowledge that (i) one (1) or more of the applicable conditions precedent set
forth in Section 2.2(a) will not be satisfied on the requested date for the applicable Borrowing, or (ii) the requested
Borrowing would exceed the amounts available to the applicable Borrower on such Funding Date and the Swingline Lender shall not
otherwise be required to determine whether the applicable conditions precedent set forth in Section 2.2(a) have been satisfied
on the Funding Date applicable thereto prior to making any Swingline Loan.


 




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(c)   Relationship
to Revolving Loans. Each Swingline Loan shall be secured by the Liens of Administrative Agent, deemed to be a Revolving Loan
hereunder and shall be subject to all the terms and conditions applicable to other Revolving Loans; provided, that,
all payments (including interest) on any Swingline Loan shall be payable to the Swingline Lender solely for its own account.


 


(d)   Defaulting
Lenders. Notwithstanding anything to the contrary contained in this Agreement, this Section 2.2 shall be subject to
the terms and conditions of Section 6.14 and Section 6.15.


 


SECTION 2.3   Borrowing
Procedures and Settlements.


 


(a)   Requests
for Borrowing of Revolving Loans.


 


(i)   To
request a Revolving Loan (other than a Swingline Loan or a Revolving Loan pursuant to Section 2.3(d) as provided below),
Borrower Representative shall notify Administrative Agent of such request by delivering a notice substantially in the form of Exhibit
B (a “Notice of Borrowing”):


 


(A)   in
the case of a US Base Rate Loan requested by or on behalf of a US Borrower, no later than 12:00 noon, on the Business Day that
is the requested Funding Date;


 


(B)   in
the case of a US Base Rate Loan or a Canadian Base Rate Loan requested by or on behalf of a Canadian Borrower, no later than 12:00
noon, on the Business Day that is the requested Funding Date; and


 


(C)   in
the case of a request for a Canadian BA Rate Loan or a LIBOR Rate Loan by or on behalf of the applicable Borrower, no later than
1:00 p.m., on the Business Day that is three (3) Business Days prior to the requested Funding Date.


 


(ii)   At
Administrative Agent’s option, Administrative Agent may elect to accept telephonic notice of any such request by the required
time. Any such telephonic request shall be irrevocable and to the extent required by Administrative Agent, shall be confirmed by
hand delivery, facsimile (or other form of electronic transmission as Administrative Agent may specify for such purpose) to Administrative
Agent within twenty-four (24) hours of the giving of such telephonic notice with a Notice of Borrowing and signed (or otherwise
authenticated) by the Borrower making such request or Borrower Representative on behalf of such Borrower. The failure to provide
such written confirmation shall not affect the validity of the request. Administrative Agent may, in its sole discretion, elect
to accept as timely requests that are received later than 1:00 p.m. on the applicable Business Day. Each such telephonic and written
request shall specify the following information:


 


(A)   the
name of the applicable Borrower;


 


(B)   the
Available Currency of the requested Revolving Loan;


 


(C)   aggregate
principal amount of the Revolving Loan to be made pursuant to such request (stated in the applicable currency);


 


(D)   the
date such Revolving Loan is to be made (which shall be a Business Day);


 




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(E)   whether
the Revolving Loan requested will consist of a US Revolving Loan or Canadian Revolving Loan;


 


(F)   in
the case of Revolving Loans denominated in US Dollars, whether such Revolving Loans are to be US Base Rate Loans or LIBOR Rate
Loans, or in the case of Revolving Loans denominated in Canadian Dollars whether such Revolving Loans are to be Canadian Base Rate
Loans or Canadian BA Rate Loans; and


 


(G)   in
the case of Revolving Loans that are Canadian BA Rate Loans or LIBOR Rate Loans, the initial Interest Period to be applicable thereto,
which shall be a period contemplated by the definition of the term “Interest Period.”


 


(iii)   If
no election as to whether a US Revolving Loan is to be a US Base Rate Loan or a LIBOR Rate Loan is contained in the applicable
request, then the requested Revolving Loan shall be a US Base Rate Loan. If no election as to whether a Canadian Revolving Loan
denominated in Canadian Dollars is to be a Canadian BA Rate Loan or Canadian Base Rate Loan is contained in the applicable request,
then the requested Revolving Loan shall be a Canadian Base Rate Loan. If no Interest Period is specified with respect to any request
for a LIBOR Rate Loan or Canadian BA Rate Loan in the applicable request, then the requested Revolving Loan shall be deemed to
have an Interest Period of one (1) month’s duration.


 


(b)   Requests
for Borrowing of Swingline Loans.


 


(i)   To
request a Swingline Loan, any Borrower (or Borrower Representative on behalf of any such Borrower) shall notify Administrative
Agent of such request in writing in a form approved by Administrative Agent no later than 12:00 noon, on the Business Day that
is the requested Funding Date.


 


(ii)   At
Administrative Agent’s option, Administrative Agent may elect to accept telephonic notice of any such request by the required
time. Any such telephonic request shall be irrevocable and to the extent required by Administrative Agent, shall be confirmed by
hand delivery, facsimile (or other form of electronic transmission as Administrative Agent may specify for such purpose) to Administrative
Agent within twenty-four (24) hours of the giving of such telephonic notice with a written request in a form approved by Administrative
Agent and signed (or otherwise authenticated) by the Borrower making such request or Borrower Representative on behalf of such
Borrower. Administrative Agent may, in its sole discretion, elect to accept as timely requests that are received later than 12:00
p.m., on the applicable Business Day. Each such telephonic and written request shall specify the following information:


 


(A)   the
name of the applicable Borrower;


 


(B)   the
Available Currency of the requested Swingline Loan;


 


(C)   the
aggregate principal amount of the Swingline Loan to be made pursuant to such request (stated in the applicable currency);


 


(D)   the
date such Swingline Loan is to be made (which shall be a Business Day); and


 


(E)   whether
the Swingline Loan requested will consist of a US Swingline Loan or Canadian Swingline Loan.


 




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(c)   Disbursement
of Funds.


 


(i)   In
the event that Swingline Lender is not obligated to make a Swingline Loan, then after receipt of a request for a Borrowing pursuant
to Section 2.2(a), Administrative Agent shall notify the Lenders by telecopy, telephone, email, or other electronic form
of transmission, of the requested Borrowing; such notification to be sent in the case of any Revolving Loan described in Sections
2.2(a)(i)(A) and (B), by 12:00 p.m., on the Business Day that is the requested Funding Date. If Administrative Agent
has notified the Lenders of a requested Borrowing in accordance with the immediately preceding sentence, then each Lender shall
make the amount of such Lender’s Commitment Percentage of the requested Borrowing available to Administrative Agent in immediately
available funds, to the Administrative Agent Payment Account, not later than 2:00 p.m., on the Business Day that is the requested
Funding Date. All such amounts will be made available in the relevant currency requested for such Borrowing. After Administrative
Agent’s receipt of the proceeds of such Revolving Loans from the Lenders, Administrative Agent shall make the proceeds thereof
available to the applicable Borrower (or Borrower Representative on behalf of such Borrower) on the applicable Funding Date by
transferring immediately available funds equal to such proceeds received by Administrative Agent to the Designated Account or such
other deposit account of Borrower Representative specified in writing to Administrative Agent and reasonably acceptable to Administrative
Agent. Proceeds of Swingline Loans will also be transferred to the Designated Account or such other deposit account.


 


(ii)   Unless
Administrative Agent receives notice from a Lender prior to 2:00 p.m., on the Business Day that is the requested Funding Date relative
to a requested Borrowing as to which Administrative Agent has notified the Lenders of a requested Borrowing that such Lender will
not make available as and when required hereunder to Administrative Agent for the account of applicable Borrowers the amount of
that Lender’s Commitment Percentage of the Borrowing, Administrative Agent may assume that each Lender has made or will make
such amount available to Administrative Agent in immediately available funds on the Funding Date in the requested currency and
Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrowers a corresponding
amount. If, on the requested Funding Date, any Lender shall not have remitted the full amount that it is required to make available
to Administrative Agent in immediately available funds and if Administrative Agent has made available to Borrowers such amount
on the requested Funding Date, then such Lender shall make the amount of such Lender’s Commitment Percentage of the requested
Borrowing available to Administrative Agent in immediately available funds, to the Administrative Agent Payment Account, no later
than 10:00 a.m. on the Business Day that is the first (1st) Business Day after the requested Funding Date (in which case, the interest
accrued on such Lender’s portion of such Borrowing for the Funding Date shall be for Administrative Agent’s separate
account). If any Lender shall not remit the full amount that it is required to make available to Administrative Agent in immediately
available funds as and when required hereby and if Administrative Agent has made available to Borrowers such amount, then that
Lender shall be obligated to immediately remit such amount to Administrative Agent, together with interest as provided in Section
6.7. A notice submitted by Administrative Agent to any Lender with respect to amounts owing under this Section 2.3(c)(ii)
shall be conclusive, absent manifest error. If the amount that a Lender is required to remit is made available to Administrative
Agent, then such payment to Administrative Agent shall constitute such Lender’s Revolving Loan for all purposes of this Agreement.
If such amount is not made available to Administrative Agent on the Business Day following the Funding Date, Administrative Agent
will notify Borrowers of such failure to fund and, upon demand by Administrative Agent, Borrowers shall pay such amount to Administrative
Agent as provided in Section 6.7.


 


(d)   Protective
Advances and Optional Overadvances.


 




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(i)   Any
contrary provision of this Agreement or any other Loan Document notwithstanding, at any time after the occurrence and during the
continuance of a Default or an Event of Default or the failure of any other condition precedent or termination of the Commitments,
Administrative Agent is hereby authorized by Borrowers and the Lenders, from time to time, in Administrative Agent’s Permitted
Discretion, to make Revolving Loans (or at its option, Swingline Loans on behalf of Swingline Lender) to, or for the benefit of,
Borrowers, on behalf of the Lenders, that Administrative Agent, in its Permitted Discretion, deems necessary or desirable (A) to
preserve or protect the Collateral, or any portion thereof, or (B) to enhance the likelihood of repayment of the Obligations other
than the Bank Product Obligations (the Revolving Loans described in this Section 2.3(d)(i) to or for the benefit of a US
Borrower being referred to as “US Protective Advances”, and to or for the benefit of a Canadian Borrower being
referred to as “Canadian Protective Advances”, and US Protective Advances and Canadian Protective Advances being
collectively referred to as “Protective Advances”). The authority of Administrative Agent to make Protective
Advances may at any time be revoked by the Required Lenders provided that such revocation must be in writing and will only be effective
prospectively upon Administrative Agent’s receipt thereof.


 


(ii)   Any
contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Sections 2.3(d)(iii) and
(v), the Lenders hereby authorize Administrative Agent or Swingline Lender, as applicable, and either Administrative Agent
or Swingline Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to:


 


(A)   make
US Revolving Loans (including US Swingline Loans) to US Borrowers notwithstanding that a US Overadvance exists or would occur as
a result thereof, so long as after giving effect to such US Revolving Loans, (1) the US Outstandings do not exceed the US Borrowing
Base by more than ten percent (10%), and (2) the US Outstandings do not exceed the US Loan Limit; and


 


(B)   make
Canadian Revolving Loans (including Canadian Swingline Loans) to Canadian Borrowers notwithstanding that a Canadian Overadvance
exists or would occur as a result thereof, so long as after giving effect to such Canadian Revolving Loans, (1) the Canadian Outstandings
do not exceed the Canadian Borrowing Base by more than ten percent (10%), and (2) the Canadian Outstandings do not exceed the Canadian
Loan Limit.


 


(iii)   In
the event that Administrative Agent obtains actual knowledge that an Overadvance exists, regardless of the amount of, or reason
for, such Overadvance, Administrative Agent shall notify the Lenders as soon as practicable, and no Overadvances shall knowingly
be made following the date that is thirty (30) Business Days thereafter if Administrative Agent receives a written direction from
Required Lenders that Overadvances should not be made following such thirty (30) day period. The foregoing provisions are meant
for the benefit of the Lenders and Administrative Agent and are not meant for the benefit of Borrowers, which shall continue to
be bound by the provisions of Section 2.2. Each Lender with a Commitment shall be obligated to settle with Administrative
Agent as provided in Section 2.3 for the amount of such Lender’s Commitment Percentage of any unintentional Overadvances
by Administrative Agent reported to such Lender, any intentional Overadvances made as permitted under Section 2.3, and any
Overadvances resulting from the charging to the Loan Account of interest, fees or other expenses payable under the Loan Documents.


 


(iv)   Each
Protective Advance and each Overadvance (each, a “Special Advance”) shall be deemed to be a Revolving Loan hereunder,
and may be made in any Available Currency, as determined by Administrative Agent. Prior to Settlement therefor, all payments on
the Special Advances shall be payable to Administrative Agent solely for its own account. The Special Advances shall be repayable
on demand, be secured by Administrative Agent’s Liens, constitute Obligations hereunder, and bear interest at the rate applicable
from time to time to Swingline Loans made in the applicable currency. The ability of Administrative Agent to make Protective Advances
is separate and distinct from its ability to make Overadvances and its ability to make Overadvances is separate and distinct from
its ability to make Protective Advances. The limitations on Administrative Agent’s ability to make Protective Advances do
not apply to Overadvances and the limitations on Administrative Agent’s ability to make Overadvances do not apply to Protective
Advances. The provisions of this Section 2.3(d) are for the exclusive benefit of Administrative Agent, Swingline Lender,
and the Lenders and are not intended to benefit Borrowers in any way.


 




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(v)   Notwithstanding
anything contained in this Agreement or any other Loan Document to the contrary: (A) no Special Advance may be made by Administrative
Agent if such Special Advance would cause the aggregate principal amount of Special Advances outstanding to exceed an amount equal
to ten percent (10%) of the Maximum Credit; and (B) no Special Advance may be made by Administrative Agent if such Special Advance
would cause the US Outstandings to exceed the US Loan Limit or the Canadian Outstandings to exceed the Canadian Loan Limit.


 


(e)   Use
of Affiliates. Each Lender may, at its option, make any Revolving Loan available to any Borrower that is not a US Borrower
by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option
shall not affect the obligation of such Borrower to repay such Revolving Loan or other Obligations in accordance with the terms
of this Agreement.


 


SECTION 2.4   Reallocation
of Loan Limits.


 


(a)   Subject
to the terms and conditions of this Section 2.4, Borrower Representative shall have the right to decrease the US Loan Limit
and contemporaneously increase the Canadian Loan Limit by the same amount (provided, that, in no event shall the
Canadian Loan Limit be greater than the equivalent of $45,000,000) so that upon any such decrease in the US Loan Limit there shall
be a dollar-for-dollar increase in the Canadian Loan Limit.


 


(b)   Any
such decrease in the US Loan Limit and corresponding increase in the Canadian Loan Limit shall be subject to the following conditions:
(i) the Borrower Representative shall have provided to Administrative Agent a written notice at least ten (10) Business Days prior
to the requested effective date therefor setting forth the proposed amount of such decrease, (ii) after giving effect to any such
decrease, the amount of the US Outstandings shall not be more than the amount equal to ninety percent (90%) of the US Loan Limit
as so decreased, (iii) no more than one (1) such decrease may be requested in any twelve (12) consecutive month period, (iv) as
of the date of any such decrease in the US Loan Limit (and corresponding increase in the Canadian Loan Limit) and after giving
effect thereto, the Canadian Loan Limit shall not be greater than the US Dollar Equivalent of $45,000,000, and (v) as of the date
of any such decrease in the US Loan Limit (and corresponding increase in the Canadian Loan Limit), no Default or Event of Default
shall exist or have occurred and be continuing. Each such decrease in the US Loan Limit shall be allocated between each US Lender
based on its US Commitment Percentage and corresponding increase in the Canadian Loan Limit shall be allocated between each Canadian
Lender based on its Canadian Commitment Percentage.


 


(c)   The
outstanding Revolving Loans and Commitment Percentages of Swingline Loans and LC Obligations will be reallocated by Administrative
Agent on the effectiveness of such decrease in the US Loan Limit and increase in the Canadian Loan Limit and the Lenders agree
to make all payments and adjustments necessary to effect such reallocation and Borrower Representative shall pay any and all costs
required in connection with such reallocation. Administrative Agent may, without the consent of any other Lenders, effect such
amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Administrative
Agent, to effect the provisions of this Section 2.4 and Administrative Agent is authorized to amend Schedule 1.1(a)
to reflect the new US Commitments and Canadian Commitments without the consent of any Lender or other Person.


 




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SECTION 2.5   Settlement.


 


(a)   It
is agreed that each Lender’s funded portion of the Revolving Loans is intended by the Lenders to equal, at all times, such
Lender’s Commitment Percentage of the outstanding Revolving Loans. Such agreement notwithstanding, Administrative Agent,
Swingline Lender, and the other Lenders agree (which agreement shall not be for the benefit of Borrowers) that in order to facilitate
the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to the Revolving Loans, the
Swingline Loans, and the Special Advances shall take place on a periodic basis in accordance with the following provisions:


 


(b)   Administrative
Agent shall request settlement (“Settlement”) with the Lenders no less frequently than weekly, or on a more
frequent basis if so determined by Administrative Agent in its sole discretion (A) on behalf of Swingline Lender, with respect
to the outstanding Swingline Loans, (B) for itself, with respect to the outstanding Special Advances, and (C) with respect to any
Credit Party’s or any of its Subsidiaries’ payments or other amounts received, as to each by notifying the Lenders
by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:00 p.m. on the Business
Day immediately prior to the date of such requested Settlement or, in the case of the Settlement of any Canadian BA Rate Loan or
LIBOR Rate Loan no later than 2:00 p.m. on the third (3rd) Business Day immediately prior to the date of such requested Settlement
(the date of such requested Settlement being the “Settlement Date”). Such notice of a Settlement Date shall
include a summary statement of the amount of outstanding Revolving Loans, Swingline Loans, and Special Advances for the period
since the prior Settlement Date. Subject to the terms and conditions contained herein: (1) if the amount of the Revolving Loans
(including Swingline Loans and Special Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Commitment
Percentage of the Revolving Loans (including Swingline Loans and Special Advances) as of a Settlement Date, then Administrative
Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately available funds to a Deposit Account of
such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of
the Settlement Date, its Commitment Percentage of the Revolving Loans (including Swingline Loans and Special Advances), and (2)
if the amount of the Revolving Loans (including Swingline Loans and Special Advances) made by a Lender is less than such Lender’s
Commitment Percentage of the Revolving Loans (including Swingline Loans and Special Advances) as of a Settlement Date, such Lender
shall no later than 12:00 p.m. on the Settlement Date transfer in immediately available funds to the Administrative Agent Payment
Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Commitment
Percentage of the Revolving Loans (including Swingline Loans and Special Advances). Such amounts made available to Administrative
Agent under clause (2) of the immediately preceding sentence shall be in the applicable currency specified by Administrative
Agent and applied against the amounts of the applicable Swingline Loans or Special Advances and, together with the portion of such
Swingline Loans or Special Advances representing Swingline Lender’s Commitment Percentage thereof, shall constitute Revolving
Loans of such Lenders. If any such amount is not made available to Administrative Agent by any Lender on the Settlement Date applicable
thereto to the extent required by the terms hereof, Administrative Agent shall be entitled to recover for its account such amount
on demand from such Lender together with interest thereon at the applicable rate calculated in accordance with Section 6.7(a).


 


(c)   In
determining whether a Lender’s balance of the Revolving Loans, Swingline Loans and Special Advances is less than, equal to,
or greater than such Lender’s Commitment Percentage of the Revolving Loans, Swingline Loans and Special Advances as of a
Settlement Date, Administrative Agent shall, as part of the applicable Settlement, apply to such balance the portion of payments
actually received in good funds by Administrative Agent with respect to principal, interest, fees payable by Borrowers and allocable
to the Lenders hereunder, and proceeds of Collateral.


 




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(d)   Between
Settlement Dates, Administrative Agent, to the extent Special Advances or Swingline Loans are outstanding, may pay over to Administrative
Agent or Swingline Lender, as applicable, any payments or other amounts received by Administrative Agent, that in accordance with
the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Special Advances or
Swingline Loans. Between Settlement Dates, Administrative Agent, to the extent no Special Advances or Swingline Loans are outstanding,
may pay over to Swingline Lender any payments or other amounts received by Administrative Agent, that in accordance with the terms
of this Agreement would be applied to the reduction of the Revolving Loans, for application to Swingline Lender’s Commitment
Percentage of the Revolving Loans. If, as of any Settlement Date, payments or other amounts of any Credit Party or its Subsidiaries
received since the then immediately preceding Settlement Date have been applied to Swingline Lender’s Commitment Percentage
of the Revolving Loans other than to Swingline Loans, as provided for in the previous sentence, Swingline Lender shall pay to Administrative
Agent for the accounts of the Lenders, and Administrative Agent shall pay to the Lenders (other than a Defaulting Lender if Administrative
Agent has implemented the provisions of Section 6.15, to be applied to the outstanding Revolving Loans of such Lenders,
an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Commitment Percentage
of the Revolving Loans. During the period between Settlement Dates, Swingline Lender with respect to Swingline Loans, Administrative
Agent with respect to Special Advances, and each Lender with respect to the Revolving Loans other than Swingline Loans and Special
Advances, shall be entitled to interest at the Applicable Margin or rates payable under this Agreement on the daily amount of funds
employed by Swingline Lender, Administrative Agent, or the Lenders, as applicable.


 


(e)   Anything
in this Section 2.5 to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Administrative Agent
shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect
to implement the provisions set forth in Section 6.15.


 


SECTION 2.6   Independent
Obligations. All Revolving Loans (other than Swingline Loans and Special Advances)
shall be made by the Lenders contemporaneously and in accordance with their Commitment Percentages. It is understood that (i)
no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Revolving Loan (or other
extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by
any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder
shall excuse any other Lender from its obligations hereunder.


 


SECTION 2.7   Termination
of the Credit Facilities. Each Credit Facility and the Commitments shall terminate
on the Maturity Date.


 




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Article
III


 


LETTER
OF CREDIT FACILITY


 


SECTION 3.1   LC
Commitment.


 


(a)   Availability.
Subject to the terms and conditions of this Agreement and the other Loan Documents and in reliance upon the representations and
warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Lenders set forth in Section
3.4(a), the Issuing Bank agrees to issue standby letters of credit for the account of any US Borrower or any US Restricted
Subsidiary (each, a “US Letter of Credit”) or for the account of any Canadian Borrower or any Canadian Restricted
Subsidiary (each, a “Canadian Letter of Credit”), in each case on any Business Day from the Closing Date through
but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by
the Issuing Bank; provided, that (i) the Issuing Bank shall have no obligation to issue any Letter of Credit if,
after giving effect to such issuance, (A) the LC Obligations would exceed the LC Commitment or (B) the Total Outstandings would
exceed the Commitments, (ii) the Issuing Bank shall have no obligation to issue any US Letter of Credit if, after giving effect
to such issuance, the US Outstandings would exceed the US Commitment, and (iii) the Issuing Bank shall have no obligation to issue
any Canadian Letter of Credit if, after giving effect to such issuance, the Canadian Outstandings would exceed the Canadian Commitments.


 


(b)   Minimum
Amounts. Each US Letter of Credit shall be denominated in Dollars in a minimum amount of $100,000, or such lesser amount as
agreed to by the Issuing Bank. Each Canadian Letter of Credit shall be denominated in Dollars or Canadian Dollar in a minimum amount
of $100,000 (or the Canadian Dollar equivalent thereof), or such lesser amount as agreed to by the Issuing Bank.


 


(c)   Applicable
Terms. Each Letter of Credit shall (i) be a standby letter of credit issued to support obligations of any Borrower or any of
its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (ii) expire on a date no more
than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional
one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing
Bank), which date shall be no later than the fifth (5th) Business Day prior to the Maturity Date and (iii) be subject to the Uniform
Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Bank and, to the extent
not inconsistent therewith, the laws of the State of New York. The Issuing Bank shall not at any time be obligated to issue any
Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any Lender to exceed any limits imposed
by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall
also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.


 


(d)   Existing
Letters of Credit. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this
Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.


 


(e)   Defaulting
Lenders. Notwithstanding anything to the contrary contained in this Agreement, Article III shall be subject to the terms
and conditions of Section 6.14 and Section 6.15.


 


SECTION 3.2   Procedure
for Issuance of Letters of Credit. Borrower Representative may from time to time
request that the Issuing Bank issue a Letter of Credit by delivering to the Issuing Bank at Administrative Agent’s Office
a Letter of Credit Application therefor, completed to the satisfaction of the Issuing Bank, and such other certificates, documents
and other papers and information as the Issuing Bank may request. Upon receipt of any Letter of Credit Application, the Issuing
Bank shall process such Letter of Credit Application and the certificates, documents and other papers and information delivered
to it in connection therewith in accordance with its customary procedures and shall, subject to Section 3.1 and Article
VII, promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Bank be required to issue any
Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such
other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit
to the beneficiary thereof or as otherwise may be agreed by the Issuing Bank and Borrower Representative. The Issuing Bank shall
promptly furnish to Borrower Representative a copy of such Letter of Credit and promptly notify each Lender of the issuance and
upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation
therein.


 




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SECTION 3.3   Fees
and Other Charges.


 


(a)   Letter
of Credit Fee. Subject to Section 6.15(a)(iii)(B), the Borrowers shall pay to Administrative Agent, for the account
of the Lenders, a letter of credit fee (the “Letter of Credit Fee”) with respect to each Letter of Credit in
the amount equal to the daily amount available to be drawn under such Letter of Credit times the Applicable Margin with respect
to Revolving Loans that are LIBOR Rate Loans (determined on a per annum basis). Such Letter of Credit Fee shall be payable quarterly
in arrears on the first day of each calendar quarter, on the Maturity Date and thereafter on demand of Administrative Agent. Administrative
Agent shall, promptly following its receipt thereof, distribute to the Issuing Bank and the Lenders all commissions received pursuant
to this Section 3.3 in accordance with their respective Commitment Percentages.


 


(b)   Issuance
Fee. In addition to the foregoing commission, the Borrowers shall pay to Administrative Agent, for the account of the Issuing
Bank, an issuance fee with respect to each Letter of Credit as set forth in the Fee Letter. Such issuance fee shall be payable
quarterly in arrears on the first day of each calendar quarter commencing with the first such date to occur after the issuance
of such Letter of Credit, on the Maturity Date and thereafter on demand of Administrative Agent.


 


(c)   Other
Costs. In addition to the foregoing fees and commissions, the Borrowers shall pay or reimburse the Issuing Bank for such normal
and customary costs and expenses as are incurred or charged by the Issuing Bank in issuing, effecting payment under, amending or
otherwise administering any Letter of Credit.


 


SECTION 3.4   LC
Participations.


 


(a)   
(i)   US Letters of Credit. The Issuing Bank irrevocably agrees
to grant and hereby grants to each US Lender, and, to induce the Issuing Bank to issue US Letters of Credit hereunder, each US
Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Bank, on the terms and conditions
hereinafter stated, for such US Lender’s own account and risk an undivided interest equal to such US Lender’s Commitment
Percentage in the Issuing Bank’s obligations and rights under and in respect of each US Letter of Credit issued hereunder
and the amount of each draft paid by the Issuing Bank thereunder. Each US Lender unconditionally and irrevocably agrees with the
Issuing Bank that, if a draft is paid under any US Letter of Credit for which the Issuing Bank is not reimbursed in full by the
Borrowers through a Revolving Loan or otherwise in accordance with the terms of this Agreement, such US Lender shall pay to the
Issuing Bank upon demand at the Issuing Bank’s address for notices specified herein an amount equal to such US Lender’s
Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.


 


(ii)   Canadian
Letters of Credit. The Issuing Bank irrevocably agrees to grant and hereby grants to each Canadian Lender, and, to induce the
Issuing Bank to issue Canadian Letters of Credit hereunder, each Canadian Lender irrevocably agrees to accept and purchase and
hereby accepts and purchases from the Issuing Bank, on the terms and conditions hereinafter stated, for such Canadian Lender’s
own account and risk an undivided interest equal to such Canadian Lender’s Commitment Percentage in the Issuing Bank’s
obligations and rights under and in respect of each Canadian Letter of Credit issued hereunder and the amount of each draft paid
by the Issuing Bank thereunder. Each Canadian Lender unconditionally and irrevocably agrees with the Issuing Bank that, if a draft
is paid under any Canadian Letter of Credit for which the Issuing Bank is not reimbursed in full by the Borrowers through a Revolving
Loan or otherwise in accordance with the terms of this Agreement, such Canadian Lender shall pay to the Issuing Bank upon demand
at the Issuing Bank’s address for notices specified herein an amount equal to such Canadian Lender’s Commitment Percentage
of the amount of such draft, or any part thereof, which is not so reimbursed.


 




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(b)   Upon
becoming aware of any amount required to be paid by any Lender to the Issuing Bank pursuant to Section 3.4(a) in respect
of any unreimbursed portion of any payment made by the Issuing Bank under any Letter of Credit, the Issuing Bank shall notify each
such Lender of the amount and due date of such required payment and such Lender shall pay to the Issuing Bank the amount specified
on the applicable due date. If any such amount is paid to the Issuing Bank after the date such payment is due, such Lender shall
pay to the Issuing Bank on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average
Federal Funds Rate as determined by Administrative Agent during the period from and including the date such payment is due to the
date on which such payment is immediately available to the Issuing Bank, times (iii) a fraction the numerator of which is
the number of days that elapse during such period and the denominator of which is 360. A certificate of the Issuing Bank with respect
to any amounts owing under this Section 3.4 shall be conclusive in the absence of demonstrable error. With respect to payment
to the Issuing Bank of the unreimbursed amounts described in this Section 3.4, if a Lender receives notice that any such
payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m.
on any Business Day, such payment shall be due on the following Business Day.


 


(c)   Whenever,
at any time after the Issuing Bank has made payment under any Letter of Credit and has received from any Lender its Commitment
Percentage of such payment in accordance with this Section 3.4, the Issuing Bank receives any payment related to such Letter
of Credit (whether directly from any Borrower or otherwise), or any payment of interest on account thereof, the Issuing Bank will
distribute to such Lender its Commitment Percentage thereof; provided, that in the event that any such payment received
by the Issuing Bank shall be required to be returned by the Issuing Bank, such Lender shall return to the Issuing Bank the portion
thereof previously distributed by the Issuing Bank to it.


 


SECTION 3.5   LC
Obligation of the Borrowers. In the event of any drawing under any Letter of Credit,
each Borrower agrees to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section 3.5 or
with funds from other sources), in same day funds, the Issuing Bank on each Business Day on which the Issuing Bank notifies Borrower
Representative of the date and amount of a draft paid under any Letter of Credit and Borrower Representative receives such notice
prior to 2:00 p.m. on such Business Day and otherwise, on the immediately succeeding Business Day, for the amount of (a) such
draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Bank in connection with such payment.
Unless Borrower Representative shall immediately notify the Issuing Bank that the Borrowers intend to reimburse the Issuing Bank
for such drawing from other sources or funds, Borrower Representative shall be deemed to have timely given a Notice of Borrowing
to Administrative Agent requesting that the Lenders make a Revolving Loan as a Base Rate Loan on such date in the amount of (a)
such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Bank in connection with such
payment, and the Lenders shall make a Revolving Loan as a Base Rate Loan in such amount, the proceeds of which shall be applied
to reimburse the Issuing Bank for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees
that its obligation to fund a Revolving Loan in accordance with this Section 3.5 to reimburse the Issuing Bank for any
draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including,
without limitation, non-satisfaction of the conditions set forth in Section 2.3 or Article VII. If the Borrowers
have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided
above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base
Rate Loans in the applicable currency which were then overdue from the date such amounts become payable (whether at stated maturity,
by acceleration or otherwise) until payment in full.


 




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SECTION 3.6   Obligations
Absolute. Each Borrower’s obligations under this Article III (including,
without limitation, the LC Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of
any set off, counterclaim or defense to payment which any Borrower may have or have had against the Issuing Bank or any beneficiary
of a Letter of Credit or any other Person. Each Borrower also agrees that the Issuing Bank and the Lenders shall not be responsible
for, and each Borrower’s LC Obligation under Section 3.5 shall not be affected by, among other things, the validity
or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent
or forged, or any dispute between or among any Borrower and any beneficiary of any Letter of Credit or any other party to which
such Letter of Credit may be transferred or any claims whatsoever of any Borrower against any beneficiary of such Letter of Credit
or any such transferee. The Issuing Bank shall not be liable for any error, omission, interruption or delay in transmission, dispatch
or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions
caused by the Issuing Bank’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction
by final nonappealable judgment. Each Borrower agrees that any action taken or omitted by the Issuing Bank under or in connection
with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct
shall be binding on each Borrower and shall not result in any liability of the Issuing Bank or any Lender to any Borrower. The
responsibility of the Issuing Bank to any Borrower in connection with any draft presented for payment under any Letter of Credit
shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the
documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with
such Letter of Credit.


 


SECTION 3.7   Effect
of Letter of Credit Application. To the extent that any provision of any Letter
of Credit Application related to any Letter of Credit is inconsistent with the provisions of this Article III, the provisions
of this Article III shall apply.


 


Article
IV


 


PAYMENTS; PREPAYMENTS; REDUCTION IN COMMITMENTS


 


SECTION 4.1   Repayment
and Prepayments.


 


(a)   Repayment
on Termination Date. Each Borrower hereby agrees to repay the outstanding principal amount of (i) all Revolving Loans in full
on the Maturity Date and (ii) all Swingline Loans in accordance with Section 2.5 (but in any event, no later than the Maturity
Date, together, in each case, with all accrued but unpaid interest thereon).


 


(b)   Mandatory
Prepayments.


 


(i)   Borrowing
Base.


 


(A)   If
at any time the US Outstandings exceed the US Commitment, or US Outstandings exceed the lesser of the US Borrowing Base or the
US Loan Limit, each US Borrower agrees to repay immediately upon notice from Administrative Agent, by payment to Administrative
Agent for the account of the US Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied
first, to the principal amount of outstanding US Swingline Loans, second to the principal amount of outstanding US
Revolving Loans and third, with respect to any US Letters of Credit then outstanding, a payment of Cash Collateral into
a Cash Collateral account opened by Administrative Agent, for the benefit of the US Lenders, in an amount equal to such excess
(such Cash Collateral to be applied in accordance with Section 11.2(b)).


 




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(B)   If
at any time the Canadian Outstandings exceed the Canadian Commitment, or Canadian Outstandings exceed the lesser of the Canadian
Borrowing Base or the Canadian Loan Limit, each Canadian Borrower agrees to repay immediately upon notice from Administrative Agent,
by payment to Administrative Agent for the account of the Canadian Lenders, Extensions of Credit in an amount equal to such excess
with each such repayment applied first, to the principal amount of outstanding Canadian Swingline Loans, second to
the principal amount of outstanding Canadian Revolving Loans and third, with respect to any Canadian Letters of Credit then
outstanding, a payment of Cash Collateral into a Cash Collateral account opened by Administrative Agent, for the benefit of the
Canadian Lenders, in an amount equal to such excess (such Cash Collateral to be applied in accordance with Section 11.2(b)).


 


(ii)   Collections.
If a Cash Dominion Event has occurred and is continuing, all proceeds of Collateral of the US Credit Parties will be applied to
prepay the Obligations of the US Credit Parties or to provide Cash Collateral for such Obligations and all proceeds of Collateral
of the Canadian Credit Parties will be applied to prepay the Obligations of the Canadian Credit Parties or to provide Cash Collateral
for such Obligations, subject to Section 4.4.


 


(c)   Optional
Prepayments. Borrowers may prepay the principal of any Revolving Loan at any time
in whole or in part, without premium or penalty (except for any indemnification obligations payable with respect to prepayment
of any LIBOR Rate Loan or Canadian BA Rate Loan prior to the expiration of the applicable Interest Period, as provided for in
Section 6.9). Each Borrower shall have the right to prepay the Revolving Loans made to such Borrower, without premium or
penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) such Borrower (or Borrower
Representative on behalf of such Borrower) shall give Administrative Agent written notice (or telephonic notice promptly confirmed
in writing) (A) prior to 12:00 noon, on the date of such prepayment in the case of US Base Rate Loans (other than Swingline Loans),
(B) prior to 12:00 noon, at least one (1) Business Day before the date of such prepayment of its intent to prepay Canadian Base
Rate Loans (other than Swingline Loans), (C) prior to 2:00 p.m., on the date of such prepayment of its intent to prepay Swingline
Loans and (D) prior to 2:00 p.m., at least three (3) Business Days before the date of such prepayment of its intent to prepay
LIBOR Rate Loan or Canadian BA Rate Loans, which notice (in each case) shall specify the applicable Revolving Loans to be prepaid,
the amount of such prepayment and the Types of Revolving Loans to be prepaid and, in the case of LIBOR Rate Loans and Canadian
BA Rate Loans, the specific Borrowing or Borrowings pursuant to which such LIBOR Rate Loans and Canadian BA Rate Loans were made;
(ii) each partial prepayment of Revolving Loans (other than Swingline Loans) pursuant to this Section shall be in an aggregate
principal amount of at least the US Dollar Equivalent of $500,000 (or such lesser amount as is acceptable to Administrative Agent);
provided, that, if any partial prepayment of LIBOR Rate Loans denominated in US Dollars or Canadian BA Rate Loans
made pursuant to any Borrowing shall reduce the outstanding principal amount of such Revolving Loans made pursuant to such Borrowing
to an amount less than the minimum amount thereof that may be borrowed under the terms hereof, then such Borrowing may not be
continued as a Borrowing of LIBOR Rate Loans or Canadian BA Rate Loans, as applicable (and same shall automatically be converted
into a Borrowing of US Base Rate Loans in the case of LIBOR Rate Loans denominated in US Dollars and Canadian Base Rate Loans
in the case of Canadian BA Rate Loans) and any election of an Interest Period with respect thereto given by such Borrower shall
have no force or effect; and (iii) each prepayment pursuant to this Section in respect of any Revolving Loans made pursuant to
a Borrowing shall be applied pro rata among such Revolving Loans; provided, that, at such Borrower’s election
in connection with any prepayment of Revolving Loans pursuant to this Section 4.1, such prepayment shall not, so long as
no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender.


 


(d)   Limitation
on Prepayment of LIBOR Rate Loans and Canadian BA Rate Loans. No Borrower may prepay any LIBOR Rate Loan or Canadian BA Rate
Loan on any day other than on the last day of the Interest Period applicable thereto unless such prepayment is accompanied by any
amount required to be paid pursuant to Section 6.9.


 




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(e)   Hedge
Agreements. No repayment or prepayment pursuant to this Section 4.1 shall affect any Borrower’s obligations under
any Hedge Agreement.


 


SECTION 4.2   Permanent
Reduction of the Commitments.


 


(a)   Voluntary
Reduction. Borrowers shall have the right at any time and from time to time, upon at least five (5) Business Days prior written
notice from Borrower Representative to Administrative Agent, to permanently reduce, without premium or penalty, (i) the entire
Commitment at any time or (ii) portions of the US Commitments or Canadian Commitments, from time to time, in an aggregate principal
amount not less than $2,500,000 or any whole multiple of $1,000,000 in excess thereof. Any reduction of the Commitments shall be
applied to the Commitment of each Lender according to its applicable Commitment Percentage. All Unused Line Fees accrued until
the effective date of any termination of the Commitment shall be paid on the effective date of such termination. Notwithstanding
the foregoing, any notice of voluntary reduction delivered in connection with any refinancing of the Credit Facility with the proceeds
of such refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation
of such refinancing or incurrence and may be revoked by Borrower Representative in the event such refinancing is not consummated
(provided, that, the failure of such contingency shall not relieve any Borrower from its obligations in respect thereof
under Section 6.9). Once reduced, the Commitments may not be increased other than pursuant to Section 6.13. Each
such reduction of the US Commitments shall reduce the US Commitments of each Lender proportionately in accordance with its ratable
share thereof and each such reduction of the Canadian Commitments shall reduce the Canadian Commitments of each proportionately
in accordance with its ratable share thereof.


 


(b)   Corresponding
Payment. Each permanent reduction permitted pursuant to this Section 4.2 shall be accompanied by a payment of principal
sufficient to reduce the aggregate outstanding Revolving Loans, Swingline Loans and LC Obligations, as applicable, after such reduction
to the Commitments as so reduced, and if the aggregate amount of all outstanding US Letters of Credit exceeds the US Commitments
as so reduced or outstanding Canadian Letters of Credit exceeds the Canadian Commitments as so reduced, the applicable Borrowers
shall be required to deposit Cash Collateral in a Cash Collateral account opened by Administrative Agent in an amount equal to
such excess. Such Cash Collateral shall be applied in accordance with Section 11.2(b). Any reduction of the Commitment to
zero shall be accompanied by payment of all outstanding Revolving Loans and Swingline Loans (and furnishing of Cash Collateral
satisfactory to Administrative Agent for all LC Obligations) and shall result in the termination of the Commitments and the Swingline
Commitment and the Credit Facility. If the reduction of the Commitment requires the repayment of any LIBOR Rate Loan, such repayment
shall be accompanied by any amount required to be paid pursuant to Section 6.9.


 


SECTION 4.3   Manner
of Payment.


 


(a)   Each
payment by any Borrower on account of the principal of or interest on the Revolving Loans or of any fee, commission or other amounts
(including the LC Obligations) payable to the Lenders under this Agreement shall be made not later than 1:00 p.m. on the date specified
for payment under this Agreement to Administrative Agent to the Administrative Agent Payment Account for the account of the Lenders
entitled to such payment in the applicable currency, in immediately available funds and shall be made without any set off, counterclaim
or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such
date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding
Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all
purposes and any applicable interest or fee shall continue to accrue until such following Business Day.


 




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(b)   Any
payments in respect of the Obligations shall be applied to Obligations denominated in the same currency as the payments received
and, at Administrative Agent’s option, thereafter to such Obligations denominated in the other currencies, if any; provided,
that, Administrative Agent may, at its option (but is not obligated to), convert such currency received to the currency
in which Obligations are denominated at the Exchange Rate calculated by Administrative Agent in good faith on such date, and Borrowers
shall pay the costs of such conversion (or Administrative Agent may, at its option, charge such costs to the Loan Account of any
Borrower maintained by Administrative Agent).


 


(c)   Upon
receipt by Administrative Agent of each payment specified in Section 4.1(a), Administrative Agent shall distribute to each
applicable Lender at its address for notices set forth herein its applicable Commitment Percentage (or other applicable share as
provided herein) of such payment and shall provide wire advice of the amount of such credit to each such Lender. Each payment to
Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts
payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to Administrative
Agent of the Issuing Bank’s fees or Lenders’ commissions shall be made in like manner, but for the account of the Issuing
Bank or the Lenders, as the case may be. Each payment to Administrative Agent of Administrative Agent’s fees or expenses
shall be made for the account of Administrative Agent and any amount payable to any Lender under Sections 6.9, 6.10,
6.11 or 13.3 shall be paid to Administrative Agent for the account of the applicable Lender. Subject to Section
6.1(b)(ii), if any payment under this Agreement shall be specified to be made upon a day which is not a Business Day, it shall
be made on the next succeeding day which is a Business Day and such extension of time shall in such case be included in computing
any interest if payable along with such payment.


 


(d)   Unless
Administrative Agent receives notice from Borrower Representative prior to the date on which any payment is due to the Lenders
that Borrowers will not make such payment in full as and when required, Administrative Agent may assume that Borrowers have made
(or will make) such payment in full to Administrative Agent on such date in immediately available funds and Administrative Agent
may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal
to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Administrative Agent on
the date when due, each Lender severally shall repay to Administrative Agent on demand such amount in accordance with Section
6.7(a).


 


(e)   Defaulting
Lenders. Notwithstanding the foregoing clause (a), if there exists a Defaulting Lender each payment by, or on behalf
of, each Borrower to be made to such Defaulting Lender hereunder shall be applied in accordance with Section 6.15(a)(ii).


 


SECTION 4.4   Apportionment
and Application.


 


(a)   So
long as no Application Event has occurred and is continuing, and except as otherwise provided herein with respect to Defaulting
Lenders, all principal and interest payments received by Administrative Agent shall be apportioned ratably among the Lenders (according
to the unpaid amount of the Obligations to which such payments relate held by each Lender) entitled to such payments and all payments
of fees and expenses received by Administrative Agent (other than fees or expenses that are for Administrative Agent’s separate
account or for the separate account of an Issuing Bank or as otherwise agreed by Lenders) shall be apportioned ratably among the
Lenders based on their respective Commitment Percentages with respect to the type of Obligation to which a particular fee or expense
relates. Except as otherwise specifically provided herein, all payments to be made hereunder by Credit Parties shall be remitted
to Administrative Agent and all such payments, and all proceeds of Collateral received by Administrative Agent, shall be applied
in accordance with the terms hereof.


 




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(b)   At
any time that an Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting
Lenders, all payments remitted to Administrative Agent from or on behalf of US Credit Parties, and all proceeds of Collateral of
US Credit Parties received by Administrative Agent, shall be applied as follows:


 


(i)   first,
to pay any expenses under the Loan Documents (other than Bank Product Agreements), and including cost or expense reimbursements
or indemnities payable by US Credit Parties then due to Administrative Agent under the Loan Documents, until paid in full;


 


(ii)   second,
to pay any fees payable by US Credit Parties then due to Administrative Agent under the Loan Documents (other than Bank Product
Agreements) until paid in full;


 


(iii)   third,
to pay interest then due on US Special Advances until paid in full;


 


(iv)   fourth,
to pay principal then due on US Special Advances until paid in full;


 


(v)   fifth,
ratably, to pay any expenses under the Loan Documents (including cost or expense reimbursements) or indemnities payable by US Credit
Parties then due to any of the Lenders under the Loan Documents until paid in full;


 


(vi)   sixth,
ratably, to pay any fees payable by US Credit Parties then due to any of the Lenders under the Loan Documents until paid in full;


 


(vii)   seventh,
to pay interest then due in respect of the US Swingline Loans until paid in full;


 


(viii)   eighth,
ratably, to pay interest then due in respect of the US Revolving Loans (other than US Swingline Loans and US Special Advances)
until paid in full;


 


(ix)   ninth,
to pay the principal of all US Swingline Loans until paid in full;


 


(x)   tenth,
ratably (1) to pay the principal of all US Revolving Loans whether or not then due, (2) at any time an Event of Default exists
or has occurred and is continuing, to Administrative Agent, to be held by Administrative Agent for the benefit of Issuing Bank
(and for the ratable benefit of each of the Lenders that have an obligation to pay to Administrative Agent, for the account of
Issuing Bank, a share of each US LC Obligations), as Cash Collateral in an amount up to one hundred five percent (105%) of the
US LC Obligations (such cash collateral shall be applied to the reimbursement of any US LC Obligations as and when the disbursement
occurs and, if a US Letter of Credit expires undrawn, the Cash Collateral held by Administrative Agent in respect of such US Letter
of Credit shall be reapplied pursuant to this Section 4.4(b), beginning with clause (i) hereof), and (3) to the Bank
Product Providers based upon amounts then certified by the applicable Bank Product Provider to Administrative Agent (in form and
substance satisfactory to Administrative Agent) to be then due and payable to such Bank Product Providers on account of US Bank
Product Obligations, but only up to the amount of the Bank Product Reserves then in effect with respect to such US Bank Product
Obligations until paid in full;


 


(xi)   eleventh,
to pay in full any other Obligations of the US Credit Parties then due (other than Obligations arising under or pursuant to any
Bank Product Obligations and Obligations owed to Defaulting Lenders);


 




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(xii)   twelfth,
ratably, to pay all Obligations of the Canadian Credit Parties then due in accordance with clauses (i) through (xi)
of this Section 4.4(b);


 


(xiii)   thirteenth,
ratably, to pay in full any other Obligations (other than Obligations owed to Defaulting Lenders) then due;


 


(xiv)   fourteenth,
ratably to pay any Obligations owed to Defaulting Lenders then due; and


 


(xv)   fifteenth,
to US Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law.


 


(c)   At
any time an Application Event has occurred and is continuing or as otherwise provided herein with respect to Defaulting Lenders,
all payments remitted to Administrative Agent from or on behalf of Canadian Credit Parties, and all proceeds of Canadian Collateral
received by Administrative Agent, shall be applied as follows:


 


(i)   first,
to pay any expenses under the Loan Documents (other than Bank Product Agreements), and including cost or expense reimbursements
or indemnities payable by Canadian Credit Parties then due to Administrative Agent under the Loan Documents, until paid in full;


 


(ii)   second,
to pay any fees payable by Canadian Credit Parties then due to Administrative Agent under the Loan Documents (other than Bank Product
Agreements) until paid in full;


 


(iii)   third,
to pay interest then due on Canadian Special Advances until paid in full;


 


(iv)   fourth,
to pay principal then due on Canadian Special Advances until paid in full;


 


(v)   fifth,
ratably, to pay any expenses under the Loan Documents (including cost or expense reimbursements) or indemnities payable by Canadian
Credit Parties then due to any of the Lenders under the Loan Documents until paid in full;


 


(vi)   sixth,
ratably, to pay any fees payable by Canadian Credit Parties then due to any of the Lenders under the Loan Documents until paid
in full;


 


(vii)   seventh,
to pay interest then due in respect of the Canadian Swingline Loans until paid in full;


 


(viii)   eighth,
ratably, to pay interest then due in respect of the Canadian Revolving Loans (other than Canadian Swingline Loans and Canadian
Special Advances) until paid in full;


 


(ix)   ninth,
to pay the principal of all Canadian Swingline Loans until paid in full;


 


(x)   tenth,
ratably (1) to pay the principal of all Canadian Revolving Loans whether or not then due, (2) at any time an Event of Default exists
or has occurred and is continuing, to Administrative Agent, to be held by Administrative Agent for the benefit of Issuing Bank
(and for the ratable benefit of each of the Lenders that have an obligation to pay to Administrative Agent, for the account of
Issuing Bank, a share of each Canadian LC Obligations), as Cash Collateral in an amount up to one hundred five percent (105%) of
the Canadian LC Obligations (such cash collateral shall be applied to the reimbursement of any Canadian LC Obligations as and when
the disbursement occurs and, if a Canadian Letter of Credit expires undrawn, the Cash Collateral held by Administrative Agent in
respect of such Canadian Letter of Credit shall be reapplied pursuant to this Section 4.4(c), beginning with clause (i)
hereof), and (3) to the Bank Product Providers based upon amounts then certified by the applicable Bank Product Provider to Administrative
Agent (in form and substance satisfactory to Administrative Agent) to be then due and payable to such Bank Product Providers on
account of Canadian Bank Product Obligations, but only up to the amount of the Bank Product Reserves then in effect with respect
to such Canadian Bank Product Obligations until paid in full;


 




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(xi)   eleventh,
to pay in full any other Canadian Secured Obligations of the Canadian Credit Parties then due (other than Obligations arising under
or pursuant to any Bank Product Obligations and Obligations owed to Defaulting Lenders);


 


(xii)   twelfth,
to pay in full any other Canadian Secured Obligations (other than Obligations owed to Defaulting Lenders or Obligations of the
US Credit Parties) then due;


 


(xiii)   thirteenth,
ratably to pay any Obligations owed to Defaulting Lenders then due; and


 


(xiv)   fourteenth,
to Canadian Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law.


 


(d)   So
long as no Application Event has occurred and is continuing, Section 4.4(b) shall not apply to any payment made by any Credit
Party to Administrative Agent and specified by such Credit Party (or Borrower Representative on behalf of such Credit Party) to
be for the payment of specific Obligations of such Credit Party then due and payable (or prepayable) under any provision of this
Agreement or any other Loan Document.


 


(e)   Administrative
Agent promptly shall distribute to each Lender, pursuant to the applicable instructions received from each Lender in writing, such
funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.5.


 


(f)   For
purposes of Section 4.4(b) and (c), “paid in full” of a type of Obligation means payment in cash or immediately
available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of
any Insolvency Proceeding, default interest, interest on interest, fee and expense reimbursements, whether or not any of the foregoing
would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.


 


(g)   In
the event of a direct conflict between the priority provisions of this Section 4.4 and any other provision contained in
this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and
construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict
that cannot be resolved as aforesaid, if the conflict relates to the provisions of Section 6.15 and this Section 4.4,
then the provisions of Section 6.15 shall control and govern, and if otherwise, then the terms and provisions of this Section
4.4 shall control and govern.


 


SECTION 4.5   Crediting
Payments. The receipt of any payment item by Administrative Agent shall not be
required to be considered a payment on account unless such payment item is a wire transfer of immediately available federal funds
made to the Administrative Agent Payment Account or unless and until such payment item is honored when presented for payment.
Should any payment item not be honored when presented for payment, then Borrowers shall be deemed not to have made such payment
and interest shall be calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment item shall
be deemed received by Administrative Agent only if it is received into the Administrative Agent Payment Account on a Business
Day on or before 3:00 p.m. If any payment item is received into the Administrative Agent Payment Account on a day other than a
Business Day or after 3:00 p.m. on a Business Day (unless Administrative Agent, in its sole discretion, elects to credit it on
the date received), it shall be deemed to have been received by Administrative Agent as of the opening of business on the immediately
following Business Day.


 




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SECTION 4.6   Designated
Account. Administrative Agent is authorized to make the Revolving Loans, and Issuing
Bank is authorized to issue, amend or extend the Letters of Credit, under this Agreement based upon telephonic or other instructions
received from anyone purporting to be a Responsible Officer. Borrowers agree to establish and maintain the Designated Account
with the Designated Account Bank for the purpose of receiving the proceeds of the Revolving Loans requested by Borrowers and made
by Administrative Agent or the Lenders hereunder. Unless otherwise agreed by Administrative Agent and Borrower Representative
or otherwise expressly provided for herein, any Revolving Loan or Swingline Loan requested by Borrowers and made by Administrative
Agent or the Lenders hereunder shall be made to the Designated Account.


 


SECTION 4.7   Maintenance
of Loan Account; Statements of Obligations.


 


(a)   Administrative
Agent shall maintain an account on its books in the name of Borrowers (the “Loan Account”) on which Borrowers
will be charged with all Revolving Loans (including Special Advances and Swingline Loans) made by Administrative Agent, the Swingline
Lender, or the Lenders to a Borrower or for a Borrower’s account, the Letters of Credit issued or arranged by Issuing Bank
for a Borrower’s account, and with all other payment Obligations hereunder or under the other Loan Documents, including,
accrued interest, fees and expenses payable hereunder or under the other Loan Documents. In accordance with Section 2.3(c),
the Loan Account will be credited with all payments received by Administrative Agent from Borrowers or for Borrowers’ account.
Administrative Agent shall make available to Borrowers monthly statements regarding the Loan Account, including the principal amount
of the Revolving Loans, interest accrued hereunder, fees accrued or charged hereunder or under the other Loan Documents, and a
summary itemization of all charges and expenses accrued hereunder or under the other Loan Documents, and each such statement, absent
manifest error, shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrowers and
the Lender Group unless, within forty-five (45) days after Administrative Agent first makes such a statement available to Borrowers,
Borrowers shall deliver to Administrative Agent written objection thereto describing the error or errors contained in such statement.
Any failure to so record any charge or any error in doing so shall not, however, limit or otherwise affect the obligation of the
Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts
and records maintained by any Lender and the accounts and records of Administrative Agent in respect of such matters, the accounts
and records of Administrative Agent shall control in the absence of demonstrable error.


 


(b)   Upon
the request of any Lender made through Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through
Administrative Agent) a Revolving Credit Note, Canadian Revolving Credit Note and/or Swingline Note, as applicable, which shall
evidence such Lender’s Revolving Loans, Canadian Revolving Loans and/or Swingline Loans, as applicable, in addition to such
accounts or records. Each Lender may attach schedules to its Notes and endorse thereon the date, amount and maturity of its Revolving
Loans and payments with respect thereto.


 


(c)   In
addition to the accounts and records referred to in clause (a) above, each Lender and Administrative Agent shall maintain
in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in
Letters of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by Administrative
Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of Administrative Agent shall
control in the absence of demonstrable error.


 




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SECTION 4.8   Payment
Dates. Except as otherwise provided herein, (a) all interest, all Letter of Credit
Fees, and all other fees payable hereunder or under any of the other Loan Documents shall be due and payable, in arrears, on the
first day of each calendar quarter, and (b) all costs and expenses payable hereunder or under any of the other Loan Documents
shall be due and payable on the earlier of (i) the first day of the month following the date on which the applicable costs or
expenses were first incurred or (ii) the date on which demand therefor is made by Administrative Agent (it being acknowledged
and agreed that any charging of such costs or expenses to the Loan Account pursuant to the provisions of the following sentence
shall be deemed to constitute a demand for payment thereof for the purposes of this clause (b)).


 


SECTION 4.9   Manner
of Payment. Borrowers hereby authorize Administrative Agent, from time to time
without prior notice to Borrowers, to charge to the Loan Account (A) on the first day of each calendar quarter, all interest accrued
during the prior quarter on the Revolving Loans hereunder, (B) on the first day of each quarter, all Letter of Credit Fees accrued
or chargeable hereunder during the prior month, (C) as and when incurred or accrued, all fees and costs provided for in Section
3.3, (D) on the first day of each quarter, the Unused Line Fee accrued during the prior quarter pursuant to Section 6.3(b),
(E) as and when due and payable, all other fees payable hereunder or under any of the other Loan Documents, (F) as and when incurred
or accrued, the fronting fees and all commissions, other fees, charges and expenses provided for in Section 3.3, (G) as
and when incurred or accrued, all other costs and expenses payable hereunder or under the other Loan Documents, and (H) as and
when due and payable all other payment obligations payable under any Loan Document or any Bank Product Agreement (including any
amounts due and payable to the Bank Product Providers in respect of Bank Products). All amounts (including interest, fees, costs,
expenses or other amounts payable hereunder or under any other Loan Document or under any Bank Product Agreement) charged to the
Loan Account shall thereupon constitute Revolving Loans hereunder, shall constitute Obligations hereunder, and shall initially
accrue interest at the rate then applicable to Revolving Loans that are Base Rate Loans in the applicable currency (unless and
until converted into LIBOR Rate Loans or Canadian BA Rate Loans, as applicable, in accordance with the terms of this Agreement).


 


SECTION 4.10   Joint
and Several Liability of US Borrowers; Joint and Several Liability of Canadian Borrowers.


 


(a)   Each
US Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial
accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each
US Borrower and in consideration of the undertakings of the other US Borrowers to accept joint and several liability for the Obligations.
Each Canadian Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of
the financial accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly,
of each Canadian Borrower and in consideration of the undertakings of the other Canadian Borrowers to accept joint and several
liability for the Canadian Obligations.


 


(b)   Each
US Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor,
joint and several liability with the other US Borrowers, with respect to the payment and performance of all of the Obligations
(including any Obligations arising under this Section 4.10), it being the intention of the parties hereto that all the Obligations
shall be the joint and several obligations of each US Borrower without preferences or distinction among them. Each Canadian Borrower,
jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and
several liability with the other Canadian Borrowers, with respect to the payment and performance of all of the Canadian Obligations
(including any Canadian Obligations arising under this Section 4.10), it being the intention of the parties hereto that
all the Canadian Obligations shall be the joint and several obligations of each Canadian Borrower without preferences or distinction
among them.


 




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(c)   If
and to the extent that any US Borrower shall fail to make any payment with respect to any of the Obligations as and when due or
to perform any of the Obligations in accordance with the terms thereof, then in each such event the other US Borrowers will make
such payment with respect to, or perform, such Obligation until such time as all of the Obligations are paid in full. If and to
the extent that any Canadian Borrower shall fail to make any payment with respect to any of the Canadian Obligations as and when
due or to perform any of the Canadian Obligations in accordance with the terms thereof, then in each such event the other Canadian
Borrowers will make such payment with respect to, or perform, such Canadian Obligation until such time as all of the Canadian Obligations
are paid in full.


 


(d)   The
US Obligations of each US Borrower under the provisions of this Section 4.10 constitute the absolute and unconditional,
full recourse Obligations of each US Borrower enforceable against each US Borrower to the full extent of its properties and assets,
irrespective of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 4.10(d))
or any other circumstances whatsoever. The Canadian Obligations of each Canadian Borrower under the provisions of this Section
4.10 constitute the absolute and unconditional, full recourse Canadian Obligations of each Canadian Borrower enforceable against
each Canadian Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability
of the provisions of this Agreement (other than this Section 4.10) or any other circumstances whatsoever.


 


(e)   Except
as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability,
notice of any Revolving Loans or Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any
Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted
by Administrative Agent or Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages
and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection
with this Agreement (except as otherwise provided in this Agreement). Each Borrower hereby assents to, and waives notice of, any
extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations,
the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Administrative Agent or Lenders
at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition
or provision of this Agreement, any and all other indulgences whatsoever by Administrative Agent or Lenders in respect of any of
the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security
for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the
generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of Administrative
Agent or any Lender with respect to the failure by any Borrower to comply with any of its respective Obligations, including, without
limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws
or regulations thereunder, which might, but for the provisions of this Section 4.10 afford grounds for terminating, discharging
or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 4.10, it being the intention
of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this
Section 4.10 shall not be discharged except by performance and then only to the extent of such performance. The Obligations
of each Borrower under this Section 4.10 shall not be diminished or rendered unenforceable by any winding up, reorganization,
arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower or Administrative Agent or any
Lender.


 




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(f)   Each
Borrower represents and warrants to Administrative Agent and Lenders that such Borrower is currently informed of the financial
condition of the other Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk
of nonpayment of the Obligations. Each Borrower further represents and warrants to Administrative Agent and Lenders that such Borrower
has read and understands the terms and conditions of the Loan Documents. Each Borrower hereby covenants that such Borrower will
continue to keep informed of the other Borrowers’ financial condition and of all other circumstances which bear upon the
risk of nonpayment or nonperformance of the Obligations.


 


(g)   The
provisions of this Section 4.10 are made for the benefit of Administrative Agent, each member of the Lender Group, each
Bank Product Provider, and their respective successors and assigns, and may be enforced by it or them from time to time against
any or all Borrowers as often as occasion therefor may arise and without requirement on the part of Administrative Agent, any member
of the Lender Group, any Bank Product Provider, or any of their successors or assigns first to marshal any of its or their claims
or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower
or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy.
The provisions of this Section 4.10 shall remain in effect until all of the Obligations shall have been paid in full or
otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded
or must otherwise be restored or returned by Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization
of any Borrower, or otherwise, the provisions of this Section 4.10 will forthwith be reinstated in effect, as though such
payment had not been made.


 


(h)   Each
Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Borrower with
respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Administrative
Agent or Lenders with respect to any of the Obligations or any collateral security therefor until such time as all of the Obligations
have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments to
any Administrative Agent or any member of the Lender Group hereunder or under any of the Bank Product Agreements are hereby expressly
made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or
thereunder, to the prior payment in full in cash of the Obligations and, in the event of any Insolvency Proceeding relating to
any Borrower, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before
any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower
therefor.


 


(i)   Each
Borrower hereby agrees that after the occurrence and during the continuance of any Default or Event of Default, such Borrower will
not demand, sue for or otherwise attempt to collect any indebtedness of any other Borrower owing to such Borrower until the Obligations
shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Borrower shall collect, enforce or receive
any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Borrower as trustee
for Administrative Agent, and such Borrower shall deliver any such amounts to Administrative Agent for application to the Obligations
in accordance with Section 4.4.


 




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Article
V


 


[Reserved]


 


Article
VI


 


INTEREST;
FEES; GENERAL LOAN PROVISIONS


 


SECTION 6.1   Interest.


 


(a)   Interest
Rate Options. Subject to the provisions of this Section 6.1, at the election of Borrower Representative, on behalf of
US Borrowers or Canadian Borrowers:


 


(i)   US
Revolving Loans shall bear interest at (A) the US Base Rate plus the Applicable Margin or (B) the LIBOR Rate plus
the Applicable Margin (provided, that, the LIBOR Rate shall not be available until three (3) Business Days after
the Closing Date unless the Borrowers have delivered to Administrative Agent a letter in form and substance reasonably satisfactory
to Administrative Agent indemnifying the Lenders in the manner set forth in Section 6.9);


 


(ii)   Canadian
Revolving Loans (A) denominated in Canadian Dollars shall bear interest at (1) the Canadian Base Rate plus the Applicable
Margin or (2) the Canadian BA Rate plus the Applicable Margin and (B) denominated in US Dollars shall bear interest at (1)
the US Base Rate plus the Applicable Margin or (2) the LIBOR Rate plus the Applicable Margin (provided, that,
the Canadian BA Rate and the LIBOR Rate shall not be available with respect to Canadian Revolving Loans unless the Borrowers have
delivered to Administrative Agent, at least three (3) Business Days prior to the Closing Date, a letter in form and substance satisfactory
to Administrative Agent indemnifying the Lenders in the manner set forth in Section 6.9); and


 


(iii)   any
Swingline Loan shall bear interest at the applicable Base Rate plus the Applicable Margin.


 


Borrower Representative, on behalf of the applicable Borrowers,
shall select the rate of interest and Interest Period, if any, applicable to any Revolving Loan at the time a Notice of Borrowing
is given pursuant to Section 2.3(a) or at the time a Notice of Conversion/Continuation is given pursuant to Section 6.2.
Any Revolving Loan or any portion thereof denominated in US Dollars as to which Borrower Representative has not duly specified
an interest rate as provided herein shall be deemed a Base Rate Loan. Any Canadian Revolving Loan or any portion thereof denominated
in Canadian Dollars as to which Borrower Representative, on behalf of the Canadian Borrowers, has not duly specified an interest
rate as provided herein shall be deemed a Canadian Base Rate Loan. Subject to Section 6.1(c), any LIBOR Rate Loan or Canadian
BA Rate Loan or any portion thereof as to which Borrower Representative has not duly specified an Interest Period as provided herein
shall be deemed a LIBOR Rate Loan or Canadian BA Rate Loan, as applicable, with an Interest Period of one (1) month.


 


(b)   Interest
Periods. In connection with each LIBOR Rate Loan or Canadian BA Rate Loan, Borrower Representative, on behalf of the applicable
Borrower, by giving notice at the times described in Section 2.3 or 6.2, as applicable, shall elect an interest period
(each, an “Interest Period”) to be applicable to such Revolving Loan, which Interest Period shall be a period
of one (1), three (3), or six (6) months (and if approved by all Lenders, twelve (12) months); provided, that:


 


(i)   the
Interest Period shall commence on the date of advance of or conversion to any LIBOR Rate Loan and, in the case of immediately successive
Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period
expires;


 




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(ii)   if
any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding
Business Day; provided, that, if any Interest Period with respect to a LIBOR Rate Loan or Canadian BA Rate Loan would
otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such
month, such Interest Period shall expire on the immediately preceding Business Day;


 


(iii)   any
Interest Period with respect to a LIBOR Rate Loan or Canadian BA 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 relevant calendar month at the end of such Interest Period;


 


(iv)   no
Interest Period shall extend beyond the Maturity Date; and


 


(v)   there
shall be no more than ten (10) Interest Periods for all LIBOR Rate Loans and Canadian BA Rate Loans in effect at any time.


 


(c)   Default
Rate. Subject to Section 11.3, (i) immediately upon the occurrence and during the continuance of an Event of Default
under Section 11.1(a), (b), (h) or (i), or (ii) at the election of the Required Lenders, upon the occurrence
and during the continuance of any other Event of Default, (A) the Borrowers shall no longer have the option to request LIBOR Rate
Loans or Canadian BA Rate Loans, (B) all outstanding LIBOR Rate Loans or Canadian BA Rate Loans shall bear interest at a rate per
annum of two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to LIBOR Rate Loans or Canadian
BA Rate Loans, as applicable, until the end of the applicable Interest Period and thereafter at a rate equal to two percent (2%)
in excess of the rate (including the Applicable Margin) then applicable to (1) US Base Rate Loans in the case of LIBOR Rate Loans
denominated in Dollars or (2) Canadian Base Rate Loans in the case of Canadian BA Rate Loans denominated in Canadian Dollars, (C)
all outstanding US Base Rate Loans and other US Obligations arising hereunder or under any other Loan Document shall bear interest
at a rate per annum equal to two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to US Base
Rate Loans or such other US Obligations arising hereunder or under any other Loan Document, (D) all outstanding Canadian Base Rate
Loans and other Canadian Obligations arising hereunder or under any other Loan Document shall bear interest at a rate per annum
equal to two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to Canadian Base Rate Loans or
such other Canadian Obligations arising hereunder or under any other Loan Document, (E) letter of credit commissions and letter
of credit fees shall bear interest at a rate per annum of two percent (2%) in excess of the rate that would otherwise be applicable
thereto, and (F) all accrued and unpaid interest shall be due and payable on demand of Administrative Agent. Interest shall continue
to accrue on the Obligations after the filing by or against any Borrower of any petition seeking any relief in bankruptcy or Debtor
Relief Law.


 


(d)   Interest
Payment and Computation.


 


(i)   Interest
on each Base Rate Loan shall be due and payable in arrears on the first day of each calendar quarter commencing January 1, 2016,
and interest on each LIBOR Rate Loan and Canadian BA Rate Loan shall be due and payable on the last day of each Interest Period
applicable thereto, and if such Interest Period extends over three (3) months, at the end of each three (3) month interval during
such Interest Period (but in any event all interest shall be payable on the Maturity Date). All computations of interest for Base
Rate Loans when the Base Rate is determined by the Prime Rate and all computations of interest for Canadian Base Rate Loans and
Canadian BA Rate Loans shall be made on the basis of a year of three hundred sixty-five (365) or three hundred sixty-six (366)
days, as the case may be, and actual days elapsed. All other computations of fees and interest provided hereunder shall be made
on the basis of a three hundred sixty (360) day year and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a three hundred sixty-five (365)/three hundred sixty-six (366) day year).


 




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(ii)   For
greater certainty, whenever any amount is payable under this Agreement or any other Loan Document by the Canadian Borrower as interest
or as a fee which requires the calculation of an amount using a percentage per annum, each party to this Agreement acknowledges
and agrees that such amount shall be calculated as of the date payment is due without application of the “deemed reinvestment
principle” or the “effective yield method” (e.g., when interest is calculated and payable monthly, the rate of
interest payable per month is 1/12 of the stated rate of interest per annum).


 


(iii)   For
the purposes of the Interest Act (Canada) and disclosure under such Act, whenever interest to be paid under this Agreement
is to be calculated on the basis of a year of three hundred sixty-five (365) or three hundred sixty-six (366) days or any other
period of time that is less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation
is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be
ascertained and divided by either three hundred sixty-five (365) or three hundred sixty-six (366) days or such other period of
time, as the case may be.


 


(e)   Maximum
Rate.


 


(i)   In
no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement charged or collected
pursuant to the terms of this Agreement exceed the highest rate permissible under any Applicable Law, which a court of competent
jurisdiction shall, in a final determination, deem applicable hereto. Subject to clause (ii) below, in the event that such
a court determines that the Lenders have charged or received interest hereunder in excess of the highest permissible rate, the
rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and the Lenders shall at
Administrative Agent’s option (i) promptly refund to the applicable Borrower any interest received by the Lenders in excess
of the maximum lawful rate or (ii) apply such excess to the principal balance of the US Obligations or the Canadian Obligations,
as applicable, on a pro rata basis. It is the intent hereof that the Borrowers not pay or contract to pay, and that
neither Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever, interest
in excess of that which may be paid by the Borrowers under Applicable Law.


 


(ii)   If
any provision of this Agreement or of any of the other Loan Documents would obligate the Canadian Borrower or any other Canadian
Credit Party to make any payment of interest or other amount payable to any Canadian Lender in an amount or calculated at a rate
which would result in a receipt by such Canadian Lender of interest at a criminal rate (as such terms are construed under the Criminal
Code (Canada)) then, notwithstanding such provisions, 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 or so result in a receipt
by such Canadian Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (A)
firstly, by reducing the amount or rate of interest required to be paid to such Canadian Lender on Canadian Revolving Loans, and
(B) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Canadian Lender which
would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Any amount or rate of interest
referred to in this Section 6.1 shall be determined in accordance with generally accepted actuarial practices and principles
as an effective annual rate of interest over the term that the applicable Canadian Revolving Loan remains outstanding on the assumption
that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada))
shall, if they relate to a specific period of time, be prorated over that period of time and otherwise
be pro-rated over the period from the Closing Date to the date set out in clause (a) of the definition of “Maturity
Date” and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Administrative
Agent shall be conclusive for the purposes of such determination.


 




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SECTION 6.2   Notice
and Manner of Conversion or Continuation of Revolving Loans.


 


(a)   Subject
to the terms hereof, Borrower Representative, on behalf of the applicable Borrower, shall have the option to (i) convert at any
time following the third (3rd) Business Day after the Closing Date all or any portion of any outstanding US Base Rate
Loans denominated in US Dollars (other than Swingline Loans) in a principal amount equal to $2,500,000 or any whole multiple of
$1,000,000 in excess thereof into one or more LIBOR Rate Loans, (ii) convert all or any portion of any outstanding Canadian Base
Rate Loans in a principal amount equal to C$1,000,000 or any whole multiple of C$1,000,000 in excess thereof into one or more Canadian
BA Rate Loans denominated in Canadian Dollars and (iii) upon the expiration of any Interest Period, (A) convert all or any part
of its outstanding LIBOR Rate Loans denominated in US Dollars in a principal amount equal to $1,000,000 or a whole multiple of
$1,000,000 in excess thereof into US Base Rate Loans (other than Swingline Loans), (B) convert all or any part of its outstanding
Canadian BA Rate Loans denominated in Canadian Dollars in a principal amount of C$1,000,000 or a whole multiple of C$1,000,000
in excess thereof into Canadian Base Rate Loans or (C) continue such LIBOR Rate Loans denominated in US Dollars as LIBOR Rate Loans
or Canadian BA Rate Loans denominated in Canadian Dollars as Canadian BA Rate Loans. Upon any such conversion the proceeds thereof
will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Revolving
Loans being converted.


 


(b)   Whenever
any Borrower desires to convert or continue Revolving Loans as provided above, Borrower Representative, on behalf of the applicable
Borrowers, shall give Administrative Agent irrevocable prior written notice in the form attached as Exhibit C (a
“Notice of Conversion/Continuation”) not later than 12:00 noon three (3) Business Days before the day on which
a proposed conversion or continuation of such Revolving Loan is to be effective specifying (A) the Revolving Loans to be converted
or continued, and, in the case of any LIBOR Rate Loan or Canadian BA Rate Loan to be converted or continued, the last day of the
Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal
amount of such Revolving Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or
continued LIBOR Rate Loan or Canadian BA Rate Loan, as applicable; provided, that (in each case):


 


(i)   all
LIBOR Loans or Canadian BA Rate Loans comprising a Borrowing shall at all times have the same Interest Period;


 


(ii)   the
initial Interest Period for any LIBOR Loans or Canadian BA Rate Loans shall commence on the date of Borrowing of such LIBOR Loans
or Canadian BA Rate Loans (including the date of any conversion thereto from a US Base Rate Loan or Canadian Base Rate Loan, as
applicable) and each Interest Period occurring thereafter in respect of such LIBOR Loans or Canadian BA Rate Loans Loan shall commence
on the day on which the next preceding Interest Period applicable thereto expires;


 


(iii)   no
Interest Period for any Borrowing of a LIBOR Loan or a Canadian BA Rate Loan denominated in US Dollars or Canadian Dollars may
be selected at any time when an Event of Default is then in existence and Administrative Agent, at its option or at the request
of the Required Lenders, has notified the Borrower Representative of same;


 


(iv)   no
continuation or conversion shall result in a greater number of Borrowings of LIBOR Loans or Canadian BA Rate Loans than is permitted
hereunder or for an amount less than the minimum borrowing amount; and


 


(v)   no
Interest Period in respect of any Borrowing of any LIBOR Loan or Canadian BA Rate Loan shall be selected that extends beyond the
Maturity Date.


 




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(c)   If
the Borrower Representative fails to deliver a timely interest rate election request or Notice of Continuation/Conversion with
respect to a LIBOR Loan or Canadian BA Rate Loan prior to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to (i) a US Base Rate
Loan, in the case of a Borrowing of Revolving Loans denominated in US Dollars, or (ii) a Canadian Base Rate Loan, in the case of
a Borrowing of Revolving Loans denominated in Canadian Dollars. Notwithstanding any contrary provision hereof, if an Event of Default
has occurred and is continuing and Administrative Agent, at its option or at the request of the Required Lenders, so notifies the
Borrower Representative, then, so long as an Event of Default is continuing (i) no outstanding Borrowing of Revolving Loans denominated
in US Dollars may be converted to or continued as a LIBOR Loan, (ii) no outstanding Borrowing of Revolving Loans denominated in
Canadian Dollars may be converted to or continued as a Canadian BA Rate Loan, and (iii) unless repaid, (A) each LIBOR Loan denominated
in US Dollars shall be converted to US Base Rate Loan at the end of the Interest Period applicable thereto and each Canadian BA
Rate Loan denominated in Canadian Dollars shall be converted to a Canadian Base Rate Loan at the end of the Interest Period applicable
thereto.


 


SECTION 6.3   Fees.


 


(a)   Agent
Fees. Borrowers shall pay to Administrative Agent, for the account of Administrative Agent, as and when due and payable under
the terms of the Fee Letter, the fees set forth in the Fee Letter.


 


(b)   Unused
Line Fee. Borrowers shall pay to Administrative Agent, for the account of the Lenders, an unused line fee (the “Unused
Line Fee”) in an amount equal to (i) one-quarter percent (0.25%) per annum multiplied by the difference between the Canadian
Loan Limit and the average amount of the Canadian Outstandings during the immediately preceding quarter (or portion thereof), plus
(ii) one-quarter percent (0.25%) per annum multiplied by the difference between the US Loan Limit and the average amount of the
US Outstandings during the immediately preceding quarter (or portion thereof), which Unused Line Fee shall be due and payable on
the first day of each fiscal quarter from and after the Closing Date and on the date on which the Obligations are paid in full.
Swingline Loans will not be considered in the calculation of the Unused Line Fee.


 


(c)   Field
Examination and Other Fees. Subject to Section 9.12(c), Borrowers shall pay to Administrative Agent, field examination,
appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner,
plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Borrower performed by personnel
employed by Administrative Agent, and (ii) the fees or charges paid or incurred by Administrative Agent (but, in any event, no
less than a charge of $1,000 per day, per Person, plus out-of-pocket expenses (including travel, meals, and lodging)) if it elects
to employ the services of one or more third Persons to perform field examinations of any Borrower or its Subsidiaries, to establish
electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess any Borrower’s
or its Subsidiaries’ business valuation.


 


(d)   Other
Fees. The Borrowers shall pay to the Arrangers and Administrative Agent for their own respective accounts fees in the amounts
and at the times specified in the Fee Letter. The Borrowers shall pay to the Lenders such fees as shall have been separately agreed
upon in writing by the Borrowers in the amounts and at the times so specified.


 


SECTION 6.4   [Reserved]


 


SECTION 6.5   [Reserved] 


 




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SECTION 6.6   Sharing
of Payments by Lenders. If any Lender shall, by exercising any right of setoff
or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or other
obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Revolving
Loans and accrued interest thereon or other such obligations (other than pursuant to Sections 6.9, 6.10, 6.11
or 13.3) greater than its Commitment Percentage thereof as provided herein, then the Lender receiving such greater
proportion shall (a) notify Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the
Revolving Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that
the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of
and accrued interest on their respective Revolving Loans and other amounts owing them; provided, that:


 


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


 


(ii)   the
provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrowers pursuant to and in accordance
with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender),
(B) the application of Cash Collateral provided for in Section 6.14 or (C) any payment obtained by a Lender as consideration
for the assignment of or sale of a participation in any of its Revolving Loans or participations in Swingline Loans and Letters
of Credit to any assignee or participant, other than to Holdings or any of its Subsidiaries or Affiliates (as to which the provisions
of this paragraph shall apply).


 


Each Credit Party consents to the foregoing and agrees, to the
extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against each Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of each Credit Party in the amount of such participation.


 


SECTION 6.7   Administrative
Agent’s Clawback.


 


(a)   Funding
by Lenders; Presumption by Administrative Agent. Unless Administrative Agent shall have received notice from a Lender (i) in
the case of US Base Rate Loans and Canadian Base Rate Loans, not later than 12:00 noon on the Funding Date of any Borrowing and
(ii) otherwise, prior to the Funding Date of any Borrowing that such Lender will not make available to Administrative Agent such
Lender’s share of such Borrowing, Administrative Agent may assume that such Lender has made such share available on such
date in accordance with Sections 2.3(b), 4.2(b) and 5.2 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 Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to Administrative
Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (A) in the case of
a payment to be made by such Lender, (1) with respect to any Revolving Loan denominated in Dollars, the greater of (x) the daily
average Federal Funds Rate and (y) a rate determined by Administrative Agent in accordance with banking industry rules on interbank
compensation and (2) with respect to any Revolving Loan denominated in Canadian Dollars, the greater of (x) a rate equal to Administrative
Agent’s aggregate marginal cost (including the cost of maintaining any required reserves or deposit insurance and of any
fees, penalties, overdraft charges or other costs or expenses incurred by Administrative Agent as a result of the failure to deliver
funds hereunder) of carrying such amount and (y) a rate determined by Administrative Agent in accordance with banking industry
rules on interbank compensation and (B) in the case of a payment to be made by such Borrower, (1) with respect to any Revolving
Loan denominated in Dollars, the interest rate applicable to US Base Rate Loans and (2) with respect to any Revolving Loan denominated
in Canadian Dollars, a rate equal to Administrative Agent’s aggregate marginal cost (including the cost of maintaining any
required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Administrative
Agent as a result of the failure to deliver funds hereunder) of carrying such amount. If the applicable Borrower and such Lender
shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit
to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable
Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Revolving Loan included in such
Borrowing. Any payment by any Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall
have failed to make such payment to Administrative Agent.


 




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(b)   Payments
by the Borrowers; Presumptions by Administrative Agent. Unless Administrative Agent shall have received notice from the Borrowers
prior to the date on which any payment is due to Administrative Agent for the account of the Lenders, the Issuing Bank or the Swingline
Lender hereunder that the applicable Borrower will not make such payment, Administrative Agent may assume that such Borrower has
made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, the
Issuing Bank or the Swingline Lender, as the case may be, the amount due. In such event, if the applicable Borrower has not in
fact made such payment, then each of the Lenders, the Issuing Bank or the Swingline Lender, as the case maybe, severally agrees
to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender, Issuing Bank or the Swingline Lender,
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 Administrative Agent, (i) with respect to any US Extension of Credit, at the greater of the Federal Funds Rate and a rate determined
by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) with respect to any Canadian
Extension of Credit, at a rate equal to Administrative Agent’s aggregate marginal cost (including the cost of maintaining
any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by
Administrative Agent as a result of the failure to deliver funds hereunder) of carrying such amount.


 


(c)   Nature
of Obligations of Lenders Regarding Extensions of Credit. The obligations of the Lenders under this Agreement to make the Revolving
Loans and issue or participate in Letters of Credit are several and are not joint or joint and several. The failure of any Lender
to make available its Commitment Percentage of any Revolving Loan requested by any Borrower shall not relieve it or any other Lender
of its obligation, if any, hereunder to make its Commitment Percentage of such Revolving Loan available on the Funding Date of
the Borrowing, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such
Revolving Loan available on the Funding Date of such Borrowing.


 




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SECTION 6.8   Changed
Circumstances.


 


(a)   Circumstances
Affecting LIBOR Rate or Canadian BA Rate Availability. If in connection with any request for a LIBOR Rate Loan or Canadian
BA Rate Loan or a US Base Rate Loan or Canadian Base Rate Loan, as applicable, as to which the interest rate is determined with
reference to LIBOR or the Canadian BA Rate, as the case may be, or a conversion to or continuation thereof, if for any reason (i)
Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar or
Canadian Dollar, as applicable, deposits are not being offered to banks in the London interbank market for the applicable amount
and Interest Period of such Revolving Loan, or in the applicable Canadian market in the case of the Canadian BA Rate, (ii) Administrative
Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate
means do not exist for ascertaining the LIBOR Rate for such Interest Period with respect to a proposed LIBOR Rate Loan or Canadian
BA Rate or any Base Rate Loan or any Canadian Base Rate Loan as to which the interest rate is determined with reference to LIBOR
or Canadian BA Rate, as the case may be, or (iii) the Required Lenders shall determine (which determination shall be conclusive
and binding absent manifest error) that the LIBOR Rate or Canadian BA Rate, as applicable, does not adequately and fairly reflect
the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period, then Administrative Agent shall
promptly give notice thereof to the Borrowers. Thereafter, until Administrative Agent notifies the Borrowers that such circumstances
no longer exist, the obligation of the Lenders to make LIBOR Rate Loans or Canadian BA Rate Loans, as the case may be, and the
right of any Borrower to convert any Revolving Loan to or continue any Revolving Loan as a LIBOR Rate Loan or Canadian BA Rate,
as applicable, shall be suspended, and (i) in the case of LIBOR Rate Loans, each Borrower shall either (A) repay in full (or cause
to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan or Canadian BA Rate Loan, as the case
may be, made to it together with accrued interest thereon (subject to Section 6.1(d)), on the last day of the then current
Interest Period applicable to such LIBOR Rate Loan or Canadian BA Rate Loan; or (B) convert the then outstanding principal amount
of each such LIBOR Rate Loan made to it to a US Base Rate Loan or such Canadian BA Rate Loan made to it to a Canadian Base Rate
Loan, as applicable, as to which the interest rate is not determined by reference to LIBOR or the Canadian BA Rate, as of the last
day of such Interest Period; or (ii) in the case of US Base Rate Loans, the interest rate shall cease to be determined by reference
to LIBOR as of the last day of such Interest Period.


 


(b)   Laws
Affecting LIBOR Rate or Canadian BA Rate Availability. If, after the date hereof, the introduction of, or any change in, any
Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective
Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central
bank or comparable agency made or issued after the date hereof, shall make it unlawful or impossible for any of the Lenders (or
any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, Canadian BA
Rate Loan, Base Rate Loan or Canadian Base Rate Loan as to which the interest rate is determined by reference to LIBOR or the Canadian
BA Rate, such Lender shall promptly give notice thereof to Administrative Agent and Administrative Agent shall promptly give notice
to the Borrowers and the other Lenders. Thereafter, until Administrative Agent notifies the Borrowers that such circumstances no
longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans, Canadian BA Rate Loans, Base Rate Loans or Canadian
Base Rate Loans as to which the interest rate is determined by reference to LIBOR or the Canadian BA Rate, as the case may be,
and the right of the Borrowers to convert any Revolving Loan to a LIBOR Rate Loan or Canadian BA Rate or continue any Revolving
Loan as a LIBOR Rate Loan or Canadian BA Rate Loan, as the case may be, shall be suspended and thereafter the Borrowers may select
only Base Rate Loans and Canadian Base Rate Loans, as applicable, as to which the interest rate is not determined by reference
to LIBOR or the Canadian BA Rate hereunder, (ii) all Base Rate Loans and all Canadian Base Rate Loans shall cease to be determined
by reference to LIBOR or the Canadian BA Rate, as the case may be and (iii) if any of the Lenders may not lawfully continue to
maintain a LIBOR Rate Loan or Canadian BA Rate Loan to the end of the then current Interest Period applicable thereto, the applicable
Revolving Loan shall immediately be converted to a Base Rate Loan or a Canadian Base Rate Loan, as applicable, as to which the
interest rate is not determined by reference to LIBOR or the Canadian BA Rate for the remainder of such Interest Period.


 




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SECTION 6.9   Indemnity.
Each Borrower hereby indemnifies each of the Lenders against any loss or expense (including any loss or expense arising from the
liquidation or reemployment of funds obtained by it to maintain a LIBOR Rate Loan or Canadian BA Rate Loan made to such Borrower
or from fees payable to terminate the deposits from which such funds were obtained, but excluding loss of profit) which may arise
or be attributable to each Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund
or maintain any Revolving Loan to such Borrower (a) as a consequence of any failure by any Borrower to make any payment when due
of any amount due hereunder in connection with a LIBOR Rate Loan or Canadian BA Rate Loan, (b) due to any failure of such Borrower
to borrow, continue or convert into a LIBOR Rate Loan or Canadian BA Rate Loan on a date specified therefor in a Notice of Borrowing
or Notice of Conversion/Continuation or (c) due to any payment, prepayment or conversion of any LIBOR Rate Loan or Canadian BA
Rate Loan made to such Borrower on a date other than the last day of the Interest Period therefor. The amount of such loss or
expense shall be determined, in the applicable Lender’s sole discretion, based upon the assumption that such Lender funded
its Commitment Percentage of the LIBOR Rate Loans in the London interbank market or of the Canadian BA Rate Loan in the applicable
market and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical. A certificate
of such Lender setting forth the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded
to the Borrower Representative, through Administrative Agent and shall be conclusively presumed to be correct save for demonstrable
error.


 


SECTION 6.10   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 advances, loans or other credit extended or participated in by, any Lender (except
any reserve requirement reflected in the LIBOR Rate) or the Issuing Bank;


 


(ii)   subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (f) of the
definition of Excluded Taxes and (C) Connection income Taxes) on its loans, loan principal, letters of credit, commitments, or
other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii)   impose
on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting
this Agreement or LIBOR Rate 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, the Issuing Bank or such other Recipient of making, converting to, continuing or maintaining any Revolving
Loan (or of maintaining its obligation to make any such Revolving Loan), or to increase the cost to such Lender, the Issuing Bank
or such other Recipient 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, the Issuing Bank
or other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, the
Issuing Bank or other Recipient, the Borrowers shall pay to any such Lender, the Issuing Bank or other Recipient, as the case may
be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or other Recipient, as the case may be,
for such additional costs incurred or reduction suffered.


 




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(b)   Capital
Requirements. If any Lender or the Issuing Bank determines that any Change in Law affecting such Lender or the Issuing Bank
or any lending office of such Lender or such Lender’s or the Issuing Bank’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 the Issuing Bank’s
capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this
Agreement, the Commitment or Canadian Commitment, as applicable, of such Lender or the Revolving Loans made by, or participations
in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below
that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved
but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies
of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time
to time upon written request of such Lender or such Issuing Bank the Borrowers shall promptly pay to such Lender or the Issuing
Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s
or the Issuing Bank’s holding company for any such reduction suffered.


 


(c)   Certificates
for Reimbursement. A certificate of a Lender, the Issuing Bank or such other Recipient setting forth the amount or amounts
necessary to compensate such Lender, the Issuing Bank, such other Recipient or any of their respective holding companies, as the
case may be, as specified in clause (a) or (b) of this Section 6.10 and delivered to the Borrowers, shall
be conclusive absent demonstrable error. The Borrowers shall pay such Lender, the Issuing Bank or such other Recipient, as the
case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 


(d)   Delay
in Requests. Failure or delay on the part of any Lender, the Issuing Bank or such other Recipient to demand compensation pursuant
to this Section 6.10 shall not constitute a waiver of such Lender’s, the Issuing Bank’s or such other Recipient’s
right to demand such compensation; provided, that the Borrowers shall not be required to compensate any Lender, the
Issuing Bank or any other Recipient pursuant to this Section 6.10 for any increased costs incurred or reductions suffered
more than nine (9) months prior to the date that such Lender, the Issuing Bank or such other Recipient, as the case may be, notifies
the Borrowers of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s, the Issuing Bank’s
or such other Recipient’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 (9) month period referred to above shall be extended to include the
period of retroactive effect thereof).


 


SECTION 6.11   Taxes.


 


(a)   Issuing
Bank. For purposes of this Section 6.11, the term “Lender” includes the Issuing Bank.


 


(b)   Payments
Free of Taxes. Any and all payments by or on account of any obligation of any Credit Party under any Loan Document shall be
made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined
in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such
payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and
shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law
and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so
that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums
payable under this Section 6.11), the applicable Recipient receives an amount equal to the sum it would have received had
no such deduction or withholding been made.


 


(c)   Payment
of Other Taxes by the Credit Parties. The Credit Parties shall timely pay to the relevant Governmental Authority in accordance
with Applicable Law, or at the option of Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 




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(d)   Indemnification
by the Credit Parties. The Credit Parties shall jointly and severally indemnify each Recipient, within ten (10) days after
demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable
to amounts payable under this Section 6.11) payable or paid by such Recipient or required to be withheld or deducted from
a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability delivered to Borrower Representative by a Recipient (with a copy to Administrative Agent), or by Administrative
Agent on its own behalf or on behalf of a Recipient, shall be conclusive absent demonstrable error.


 


(e)   Indemnification
by the Lenders. Each Lender shall severally indemnify Administrative Agent, within ten (10) days after demand therefor, for
(i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified
Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes
attributable to such Lender’s failure to comply with the provisions of Section 13.10(d) relating to the maintenance
of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Administrative
Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not
such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to any Lender by Administrative Agent shall be conclusive absent demonstrable error. Each
Lender hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any
Loan Document or otherwise payable by Administrative Agent to the Lender from any other source against any amount due to Administrative
Agent under this clause (e).


 


(f)   Evidence
of Payments. As soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority pursuant to
this Section 6.11, such Credit Party shall deliver to Administrative Agent the original or a certified copy of a receipt
issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to Administrative Agent.


 


(g)   Status
of Lenders.


 


(i)   Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to Borrower Representative and Administrative Agent, at the time or times reasonably requested by Borrower Representative
or Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower Representative or
Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition,
any Lender, if reasonably requested by Borrower Representative or Administrative Agent, shall deliver such other documentation
prescribed by Applicable Law or reasonably requested by Borrower Representative or Administrative Agent as will enable Borrower
Representative or Administrative Agent to determine whether or not such Lender is subject to backup withholding or information
reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and
submission of such documentation (other than such documentation set forth in Section 6.11(g)(ii)(A), (ii)(B) and
(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission
would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position
of such Lender.


 


(ii)   Without
limiting the generality of the foregoing, in the event that any Borrower is a US Person:


 




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(A)   any
Lender that is a US Person shall deliver to Borrower Representative and Administrative Agent on or prior to the date on which such
Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower Representative
or Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from United States federal backup
withholding tax;


 


(B)   any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower Representative and Administrative Agent
(in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower Representative or Administrative
Agent), whichever of the following is applicable:


 


(1)   in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing
an exemption from, or reduction of, United States federal withholding Tax pursuant to the “interest” article of such
tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable, establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business
profits” or “other income” article of such tax treaty;


 


(2)   executed
originals of IRS Form W-8ECI;


 


(3)   in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x)
a certificate substantially in the form of Exhibit L-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10-percent shareholder” of any Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the
Code (a “US Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable; or


 


(4)   to
the extent a foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI,
IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a US Tax Compliance Certificate substantially in the form of Exhibit L-2
or Exhibit L-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided,
that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming
the portfolio interest exemption, such Foreign Lender may provide a US Tax Compliance Certificate substantially in the form of
Exhibit L-4 on behalf of each such direct and indirect partner;


 


(C)   any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower Representative and Administrative Agent
(in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower Representative or Administrative
Agent), executed originals of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction
in United States federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by
Applicable Law to permit Borrower Representative or Administrative Agent to determine the withholding or deduction required to
be made; and


 




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(D)   if
a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if
such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b)
or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower Representative and Administrative Agent at the time
or times prescribed by law and at such time or times reasonably requested by Borrower Representative or Administrative Agent such
documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional
documentation reasonably requested by Borrower Representative or Administrative Agent as may be necessary for Borrower Representative
and Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such
Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes
of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


Each Lender agrees that if any form or certification
it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or
promptly notify Borrower Representative and Administrative Agent in writing of its legal inability to do so; provided, that
no such updating or notification is required to be made on account of any Canadian withholding tax if no form or certification
has been previously delivered for Canadian withholding tax purposes.


 


(h)   Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to Section 6.10 or this Section 6.11 (including by the
payment of additional amounts pursuant to Section 6.10 or this Section 6.11), it shall pay to the indemnifying
party an amount equal to such refund (but only to the extent of indemnity payments made under Section 6.10 or this Section
6.11 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified
party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such
indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant
to this clause (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the
event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to
the contrary in this clause (h), in no event will the indemnified party be required to pay any amount to an indemnifying
party pursuant to this clause (h) the payment of which would place the indemnified party in a less favorable net after-Tax
position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such
refund had never been paid. This clause (h) shall not be construed to require any indemnified party to make available its
Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other
Person.


 


(i)   Survival.
Each party’s obligations under this Section 6.11 shall survive the resignation or replacement of Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document.


 


SECTION 6.12   Mitigation
Obligations; Replacement of Lenders.


 


(a)   Designation
of a Different Lending Office. If any Lender delivers a notice under Section 6.8(b), requests compensation under Section
6.10, or requires any Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority
for the account of any Lender pursuant to Section 6.11, then such Lender shall, at the request of the Borrowers, use reasonable
efforts to designate a different lending office for funding or booking its Revolving Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or
assignment (i) would permit the withdrawal of the notice under Section 6.8(b) or (ii) would eliminate or reduce amounts
payable pursuant to Section 6.10 or Section 6.11, as the case may be, in the future, and in each case, would
not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers
hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


 




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(b)   Replacement
of Lenders. If any Lender delivers a notice under Section 6.8(b), requests compensation under Section 6.10, or
if the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for
the account of any Lender pursuant to Section 6.11, and, in each case, such Lender has declined or is unable to designate
a different lending office in accordance with Section 6.12(a), or if any Lender is a Defaulting Lender or a Non-Consenting
Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and Administrative Agent, require
such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents
required by, Section 13.10), all of its interests, rights (other than its existing rights to payments pursuant to Section
6.10 or Section 6.11) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee
that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided,
that:


 


(i)   the
Borrowers shall have paid to Administrative Agent the assignment fee (if any) specified in Section 13.10;


 


(ii)   such
Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and funded participations
in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other
Loan Documents (including any amounts under Section 6.9) from the assignee (to the extent of such outstanding principal
and accrued interest and fees) or the Borrowers (in the case of all other amounts);


 


(iii)   in
the case of any such assignment resulting from a claim for compensation under Section 6.10 or payments required to be made
pursuant to Section 6.11, such assignment will result in a reduction in such compensation or payments thereafter;


 


(iv)   such
assignment does not conflict with Applicable Law; and


 


(v)   in
the case of any assignment resulting from a Lender becoming a Non- Consenting Lender, the applicable assignee shall have consented
to the applicable amendment, waiver or consent.


 


A Lender shall not be required to make any
such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling
the Borrowers to require such assignment and delegation cease to apply.


 




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SECTION 6.13   Incremental
Commitments.


 


(a)   At
any time after the Closing Date, Borrower Representative may by written notice to Administrative Agent (which shall promptly deliver
such notice to each Lender) elect to request one or more increases in the US Commitments or Canadian Commitments (any such increase,
an “Incremental Commitment”), provided, that, (i) the total aggregate principal amount for all
such Incremental Commitments shall not (as of any date of incurrence thereof) exceed $300,000,000, (ii) the total aggregate principal
amount for all such Incremental Commitments for Canadian Commitments shall not exceed $25,000,000 and (iii) the total aggregate
amount for each request for Incremental Commitments shall not be less than a minimum principal amount of $10,000,000 or, if less,
the remaining amount permitted pursuant to the foregoing clauses (i) or (ii), as applicable. Each such notice shall
specify the date (each, an “Increase Effective Date”) on which Borrower Representative proposes that any Incremental
Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is
delivered to Administrative Agent. Upon notice to Administrative Agent, Borrower Representative may invite any Lender, any Affiliate
of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to Administrative Agent, Swingline Lender
and each Issuing Bank to provide an Incremental Commitment (any such Person, an “Incremental Lender”). Any proposed
Incremental Lender offered or approached to provide all or a portion of any Incremental Commitment may elect or decline, in its
sole discretion, to provide such Incremental Commitment.


 


(b)   Any
Incremental Commitment shall become effective as of such Increase Effective Date; provided, that, as of the date
of any such Facility Increase, and after giving effect thereto,


 


(i)   Borrowers
shall deliver to Administrative Agent a certificate of each Credit Party dated as of the applicable Increase Effective Date signed
by a Responsible Officer of such Credit Party (i) certifying and attaching the resolutions adopted by such Credit Party approving
or consenting to such Incremental Commitment, and (ii) certifying that, before and after giving effect to such increase, the representations
and warranties contained in Article VIII and each other Loan Document shall be true and correct in all material respects
(except to the extent any such representation and warranty is already qualified by materiality or reference to a Material Adverse
Effect, in which case, such representation and warranty shall be true, correct and complete in all respects) on such Increase Effective
Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms
is made only as of an earlier date, which representation and warranty shall have been true and correct as of such earlier date);


 


(ii)   Borrowers
shall have paid such fees and other compensation to Administrative Agent and Lenders as may be agreed;


 


(iii)   Borrowers
shall deliver to Administrative Agent and Lenders an opinion or opinions, in form and substance reasonably satisfactory to Administrative
Agent, from counsel to Borrowers reasonably satisfactory to Administrative Agent and dated the Increase Effective Date;


 


(iv)   Borrowers
shall have delivered such other instruments, documents and agreements as Administrative Agent may have reasonably requested;


 


(v)   as
of the Increase Effective Date and after giving effect thereto, no Specified Event of Default shall exist or have occurred and
be continuing,


 


(vi)   such
Incremental Commitment shall be subject to obtaining additional Commitments of Lenders (whether existing Lenders or new Lenders),


 


(vii)   the
terms of such Incremental Commitments shall be the same as for all other Commitments and Revolving Loans (other than as to fees
payable for such Incremental Commitments).


 


(c)   In
no event shall the fees, interest rate and other compensation offered or paid in respect of any Incremental Commitment have higher
rates than the amounts paid and payable to the then existing Lenders in respect of their Commitments, unless the fees, interest
rate and other compensation payable to the then existing Lenders are increased to the same as those paid in connection with the
Incremental Commitments, except for the initial fee payable in respect of the Incremental Commitment of a Lender.


 




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(d)   The
outstanding Revolving Loans and Commitment Percentages of Swingline Loans and LC Obligations will be reallocated by Administrative
Agent on the applicable Increase Effective Date among the Lenders (including the Incremental Lenders providing such Incremental
Commitments) in accordance with their revised Commitment Percentages and the Lenders (including the Incremental Lenders providing
such Incremental Commitment) agree to make all payments and adjustments necessary to effect such reallocation and Borrower Representative
shall pay any and all costs required pursuant to Section 6.9 in connection with such reallocation as if such reallocation
were a repayment. To the extent that the Incremental Lender is not a Lender immediately prior to the Increase Effective Date, such
Incremental Lender shall execute and deliver to Administrative Agent one or more Lender Joinder Agreements, which shall then be
executed and delivered by Borrower Representative and Administrative Agent and if the Incremental Lender is a Lender immediately
prior to the Increase Effective Date then such Incremental Lender shall execute and deliver such other agreement as Administrative
Agent may require. Such Lender Joinder Agreement or other agreement, as the case may be, shall, without the consent of any other
Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion
of Administrative Agent, to effect the provisions of this Section 6.13 and Administrative Agent is authorized to amend Schedule
1.1(a) to reflect the new Commitment Percentages without the consent of any Lender or other Person. The Incremental Lenders
shall be included in any determination of the Required Lenders or Supermajority Lenders, as applicable, and, unless otherwise agreed,
the Incremental Lenders will not constitute a separate voting class for any purposes under this Agreement. On any Increase Effective
Date on which any Incremental Commitment becomes effective, subject to the foregoing terms and conditions, to the extent that an
Incremental Lender is not a Lender immediately prior to the Increase Effective Date, each Incremental Lender with an Incremental
Commitment shall become a Lender hereunder with respect to such Incremental Commitment on the Increase Effective Date.


 


SECTION 6.14   Cash
Collateral.


 


(a)   Request.
At any time that there shall exist a Defaulting Lender, within one (1) Business Day following the written request of Administrative
Agent, the Issuing Bank or the Swingline Lender (with a copy to Administrative Agent), the Borrowers shall Cash Collateralize the
Fronting Exposure of the Issuing Bank and/or the Swingline Lender, as applicable, with respect to such Defaulting Lender (determined
after giving effect to Section 6.15(a)(iv) and any Cash Collateral provided by such Defaulting Lender).


 


(b)   Grant
of Security Interest. Each Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants
to Administrative Agent, for the benefit of the Issuing Bank and the Swingline Lender, and agrees to maintain, a first priority
security interest in all such Cash Collateral as security for the Defaulting Lender’s obligation to fund participations in
respect of LC Obligations and Swingline Loans, to be applied pursuant to clause (c) below. If at any time Administrative
Agent determines that Cash Collateral is subject to any right or claim of any Person other than Administrative Agent, the Issuing
Bank and the Swingline Lender as herein provided (other than, to the extent agreed by Administrative Agent in its sole discretion,
Permitted Liens in favor of a depository bank), or that the total amount of such Cash Collateral is less than the amount required
to be Cash Collateralized, the Borrowers will, promptly upon demand by Administrative Agent, pay or provide to Administrative Agent
additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided
by the Defaulting Lender).


 




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(c)   Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 6.14 or
Section 6.15 in respect of Letters of Credit and Swingline Loans shall be applied to the satisfaction of the Defaulting
Lender’s obligation to fund participations in respect of LC Obligations and Swingline Loans (including, as to Cash Collateral
provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior
to any other application of such property as may otherwise be provided for herein, provided, that, as between Borrowers and Lenders,
any such application of Cash Collateral provided by Borrowers in accordance with this Section 6.14 shall reduce the amount which
would otherwise be owing by Borrowers to the Issuing Bank in respect of the applicable LC Obligations or to the Swingline Lender
in respect of the applicable Swingline Loan, as the case may be..


 


(d)   Termination
of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the Fronting Exposure of the Issuing
Bank and/or the Swingline Lender, as applicable, shall no longer be required to be held as Cash Collateral pursuant to this Section
6.14 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status
of the applicable Lender), or (ii) the determination by Administrative Agent, the Issuing Bank and the Swingline Lender that there
exists excess Cash Collateral; provided, that, subject to Section 6.15, the Person providing Cash Collateral,
the Issuing Bank and the Swingline Lender may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure
or other obligations; and provided, further, that to the extent that such Cash Collateral was provided by
any Credit Party, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.


 


SECTION 6.15   Defaulting
Lenders.


 


(a)   Defaulting
Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting
Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:


 


(i)   Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in the definition of Required Lenders and Section 13.2.


 


(ii)   Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article XI or otherwise) or received
by Administrative Agent from a Defaulting Lender pursuant to Section 13.4 shall be applied at such time or times as may
be determined by Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to
Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting
Lender to the Issuing Bank and the Swingline Lender hereunder; third, to Cash Collateralize the Fronting Exposure of the
Issuing Bank and the Swingline Lender with respect to such Defaulting Lender in accordance with Section 6.14; fourth,
as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Revolving Loan or funded
participation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement,
as determined by Administrative Agent; fifth, if so determined by Administrative Agent and the Borrowers, to be held in
a deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding
obligations with respect to Revolving Loans and funded participations under this Agreement and (B) Cash Collateralize the Issuing
Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit and Swingline
Loans issued under this Agreement, in accordance with Section 6.14; sixth, to the payment of any amounts owing to
the Lenders, the Issuing Bank or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained
by any Lender, the Issuing Bank 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 any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such 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 (1) such payment is a payment of the principal amount of any Revolving Loans or funded participations in Letters of Credit or
Swingline Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (2) such Revolving Loans
were made or the related Letters of Credit or Swingline Loans were issued at a time when the conditions set forth in Section
7.2 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and funded participations
in Letters of Credit or Swingline Loans owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied
to the payment of any Revolving Loans of, or funded participations in Letters of Credit or Swingline Loans owed to, such Defaulting
Lender until such time as all Revolving Loans and funded and unfunded participations in LC Obligations and Swingline Loans are
held by the Lenders pro rata in accordance with the Commitments under the Credit Facility without giving effect to
Section 6.15(a)(iv). 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 6.15(a)(ii) shall
be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 




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(iii)   Certain
Fees.


 


(A)   No
Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender
(and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that
Defaulting Lender).


 


(B)   Each
Defaulting Lender shall be entitled to receive letter of credit commissions pursuant to Section 3.3 for any period during
which that Lender is a Defaulting Lender only to the extent allocable to its Commitment Percentage of the stated amount of Letters
of Credit for which it has provided Cash Collateral pursuant to Section 6.14.


 


(C)   With
respect to any Commitment Fee or letter of credit commission not required to be paid to any Defaulting Lender pursuant to clause
(A) or (B) above, the applicable Borrower shall (1) 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 LC Obligations or Swingline Loans
that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (2) pay to each Issuing Bank and
Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable
to such Issuing Bank’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (3) not be required to
pay the remaining amount of any such fee.


 


(iv)   Reallocation
of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in LC Obligations
and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Commitment Percentages
(calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (A) the conditions set forth
in Section 7.2 are satisfied at the time of such reallocation (and, unless Borrower Representative shall have otherwise
notified Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions
are satisfied at such time), and (B) such reallocation does not cause the Commitment Percentage of the Total Outstandings of any
Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. No reallocation hereunder shall constitute a waiver
or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting
Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following
such reallocation.


 




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(v)   Cash
Collateral, Repayment of Swingline Loans. If the reallocation described in clause (iv) above cannot, or can only partially,
be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under law, (A) first,
prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (B) second, Cash Collateralize
the Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in Section 6.14.


 


(b)   Defaulting
Lender Cure. If the Borrowers, Administrative Agent, the Issuing Bank and the Swingline Lender agree in writing that a Lender
is no longer a Defaulting Lender, 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),
such Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Lenders or
take such other actions as Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded
participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the
Commitments under the applicable Credit Facility (without giving effect to Section 6.15(a)(iv)), 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.


 


SECTION 6.16   Holdings
as Borrower Representative. Each Credit Party hereby irrevocably appoints and authorizes Holdings as the borrowing agent and
attorney-in-fact for all Borrowers (“Borrower Representative”) which appointment shall remain in full force
and effect unless and until Administrative Agent shall have received prior written notice signed by each Credit Party that such
appointment has been revoked and that another Credit Party has been appointed Borrower Representative. Each Credit Party hereby
irrevocably appoints and authorizes Borrower Representative (a) to provide Administrative Agent with all notices with respect to
Revolving Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this
Agreement and the other Loan Documents (and any notice or instruction provided by Borrower Representative shall be deemed to be
given by Borrowers hereunder and shall bind each Borrower, (b) to receive notices and instructions from members of the Lender Group
(and any notice or instruction provided by Administrative Agent or any other member of the Lender Group to Borrower Representative
in accordance with the terms hereof shall be deemed to have been given to each Borrower), and (c) to take such action as Borrower
Representative deems appropriate on its behalf to obtain Revolving Loans and Letters of Credit and to exercise such other powers
as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan
Account and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in
order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request,
and that Lender Group shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly
or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of
each Borrower is dependent on the continued successful performance of the integrated group. To induce the Lender Group to do so,
and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of the Lender Group and
hold each member of the Lender Group harmless against any and all liability, expense, loss or claim of damage or injury, made against
the Lender Group by any Borrower or by any third party whosoever, arising from or incurred by reason of (A) the handling of the
Loan Account and Collateral of Borrowers as herein provided, or (B) the Lender Group’s relying on any instructions of Borrower
Representative; except, that, Borrowers will have no liability to Administrative Agent or its Related Parties or
Lender or its Related Parties under this Section 6.16 with respect to any liability that has been finally determined by
a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of Administrative Agent
or its Related Party or such Lender or its Related Party, as the case may be.


 




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Article
VII



CONDITIONS OF 

CLOSING AND BORROWING


 


SECTION 7.1   Conditions
to Closing and Initial Extensions of Credit. The obligation of the Lenders to close
this Agreement and to make the initial Revolving Loans or issue or participate in the initial Letters of Credit, if any, is subject
to the satisfaction of each of the following conditions:


 


(a)   Executed
Loan Documents. This Agreement, a Revolving Credit Note in favor of each Lender requesting a Revolving Credit Note, a Canadian
Revolving Credit Note in favor of each Canadian Lender requesting a Canadian Revolving Credit Note, a Swingline Note in favor of
the Swingline Lender (if requested thereby) and the Security Documents (other than the Mortgages), together with any other applicable
Loan Documents, shall have been duly authorized, executed and delivered to Administrative Agent by the parties thereto.


 


(b)   Closing
Date Acquisition. The Closing Date Acquisition shall have been consummated substantially contemporaneously with the Closing
in accordance with the terms described in the Closing Date Acquisition Agreement (without any amendment, modification, supplement
or waiver thereof or any consent thereunder that is material and adverse to the Lenders or the Arrangers without the prior written
consent of the Arrangers, which consent shall not be unreasonably withheld, conditioned or delayed (it being understood and agreed
that (i) any decrease in the purchase price of less than fifteen percent (15%) shall not be deemed to be materially adverse to
the Lenders or the Arrangers if the amounts to be funded under the Credit Facilities are reduced by the full amount of such decrease
with such decrease to be allocated among the Credit Facilities as determined by the Arrangers and (ii) any decrease in the purchase
price of fifteen percent (15%) or greater shall be deemed to be materially adverse to the Lenders and Arrangers)).


 


(c)   Term
Loan Agreement. The Term Loan Agreement shall have been duly executed and delivered by each party thereto and shall be in full
force and effect and, concurrently with the initial Extension of Credit under this Agreement, Holdings shall receive on the Closing
Date proceeds from the term loans made thereunder in an aggregate principal amount of up to $450,000,000.


 


(d)   Closing
Date Acquisition Agreement Material Adverse Effect. Except as set forth in Schedule 3.15 to the Closing Date Acquisition Agreement
(or as set forth in any other schedule to the Closing Date Acquisition Agreement to the extent that the relevance of any fact or
item or contents set forth therein is reasonably apparent), since March 31, 2015, no Group Company (as defined in the Closing Date
Acquisition Agreement) has suffered a Closing Date Acquisition Agreement Material Adverse Effect and no effect, development, event,
change, state of facts, circumstance or occurrence exists that has had or would reasonably be expected to have a Closing Date Acquisition
Agreement Material Adverse Effect.


 


(e)   Closing
Date Representations. The Closing Date Acquisition Agreement Representations and the Specified Representations shall be true
and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar
language, in all respects) on and as of the Closing Date.


 


(f)   Closing
Certificates; Etc. Administrative Agent shall have received each of the following in form and substance reasonably satisfactory
to Administrative Agent:


 




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(i)   Officer’s
Certificate. A certificate from a Responsible Officer of Holdings and each Borrower to the effect that each of the Credit Parties,
as applicable, has satisfied each of the conditions set forth in Section 7.1.


 


(ii)   Certificate
of Secretary of each Credit Party. A certificate of a Responsible Officer of each Credit Party certifying as to the incumbency
and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying
that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation (or
equivalent), as applicable, of such Credit Party and all amendments thereto, except in the case of any Canadian Credit Party, certified
as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or
equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party as in effect on the Closing Date, (C)
resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the
transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents
to which it is a party, and (D) each certificate required to be delivered pursuant to the following clause (iii).


 


(iii)   Certificates
of Good Standing. Certificates as of a recent date of the good standing of each Credit Party under the laws of its jurisdiction
of incorporation, organization or formation (or equivalent), as applicable.


 


(iv)   Opinions
of Counsel. Favorable opinions of counsel to the Credit Parties addressed to Administrative Agent and the Lenders with respect
to the Credit Parties, the Loan Documents and such other matters as Administrative Agent shall request (which such opinions shall
expressly permit reliance by permitted successors and assigns of the addressees thereof).


 


(v)   Perfection
Certificate. A completed Perfection Certificate dated the Closing Date and executed by a Responsible Officer of Borrower Representative,
together with all attachments contemplated thereby.


 


(vi)   Solvency
Certificate. A solvency certificate from the chief financial officer of Holdings, in the form attached as Exhibit I,
certifying that Holdings and its Subsidiaries are, on a consolidated basis, Solvent after giving effect to the Transactions on
the Closing Date.


 


(vii)   Borrowing
Base Certificate. A Borrowing Base Certificate from Borrower Representative.


 


(viii)   Notice
of Borrowing. A Notice of Borrowing from (A) Borrower Representative in accordance with Section 2.3(a) and (B) if applicable,
Borrower Representative, on behalf of the Canadian Borrower, in accordance with Section 4.2(a).


 


(g)   Personal
Property Collateral.


 


(i)   Filings
and Recordings. All (A) UCC and PPSA filings and recordations and (B) and (B) filings and recordations of short form security
agreements with the United States Patent and Trademark Office or the United States Copyright Office (and in each case any Canadian
equivalent), in each case, that are necessary or advisable to perfect the security interests of Administrative Agent, on behalf
of the US Secured Parties or the Canadian Secured Parties, as applicable, in the personal property Collateral will have been executed
and/or delivered, and, to the extent applicable, be in the proper form for filing.


 




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(ii)   Pledged
Collateral. Administrative Agent shall have received (A) confirmation that original stock certificates or other
certificates evidencing the Capital Stock pledged pursuant to the Security Documents (if issued, other than certificates of
“branch” subsidiaries of the Target Company that are lost or misplaced or otherwise cannot be delivered on the
Closing Date and cannot be reissued prior to the Closing Date after Holdings’ use of commercially reasonable efforts),
together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof have
been or are about to be delivered to the Term Loan Agent (or its counsel) consistent with the Intercreditor Agreement and (B)
each original promissory note pledged pursuant to the Security Documents together with an undated endorsement for each
such promissory note duly executed in blank by the holder thereof.


 


(iii)   Lien
Search. To the extent requested at least ten (10) Business Days prior to the Closing Date, Administrative Agent shall have
received the results of a Lien search (including, to the extent requested by Administrative Agent, a search as to judgments, pending
litigation, bankruptcy, tax and intellectual property matters), in form and substance reasonably satisfactory thereto, made against
the Credit Parties under the UCC, the PPSA and the CCQ (or applicable judicial docket), as applicable, as in effect in each jurisdiction
in which filings or recordations under the UCC, the PPSA and the CCQ (or applicable judicial docket), as applicable, should be
made to evidence or perfect security interests in all assets of such Credit Party, indicating among other things that the assets
of each such Credit Party are free and clear of any Lien (except for Permitted Liens).


 


(iv)   Hazard
and Liability Insurance. Administrative Agent shall have received, in each case in form and substance reasonably satisfactory
to Administrative Agent, the Acord form of evidence of commercial property insurance properly completed and the Acord form of certificate
of liability insurance properly completed.


 


(h)   Financial
Matters.


 


(i)   Financial
Statements. Administrative Agent shall have received (A)(1) audited Consolidated balance sheets and related statements of income
and cash flows of Holdings and its Consolidated Subsidiaries for the Fiscal Years ended September 30, 2012, 2013 and 2014 (it being
acknowledged that Administrative Agent has previously received all such financial statements) and (2) unaudited Consolidated balance
sheets and related statements of income and cash flows of Holdings and its Consolidated Subsidiaries for each fiscal quarter (other
than any fourth fiscal quarter) ended after September 30, 2014 and at least forty-five (45) days prior to the Closing Date
(it being acknowledged that Administrative Agent has previously received all such financial statements through and including the
fiscal quarter ended June 30, 2015), (B)(1) audited Consolidated balance sheets and related statements of income and cash flows
of the Target Company for the Fiscal Years ended December 31, 2012, 2013 and 2014 (it being acknowledged that Administrative Agent
has previously received all such financial statements), and (2) unaudited Consolidated balance sheets and related and related statements
of income and cash flows of the Target Company for each fiscal quarter ended after December 31, 2014 and at least forty-five (45)
days prior to the Closing Date (it being acknowledged that Administrative Agent has previously received all such financial statements
through and including the fiscal quarter ended June 30, 2015) and (C) a pro forma Consolidated balance sheet and related pro forma
Consolidated statement of income of Holdings as of, and for the twelve (12) month period ending on, the last day of the most recently
completed four (4) fiscal quarter period for which financial statements of Holdings pursuant to clause (A) above has been
delivered, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in
the case of such balance sheet) or at the beginning of such period (in the case of such income statement).


 


(ii)   Payment
at Closing. The Borrowers shall have paid (A) to Administrative Agent, the Arrangers and the Lenders the fees set forth or
referenced in Section 6.3 and any other accrued and unpaid fees or commissions due hereunder, and (B) to the extent invoiced
at least three (3) calendar days prior to the Closing Date, all reasonable and documented fees, charges and disbursements of counsel
to Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent accrued and unpaid prior
to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable
estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided,
that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and Administrative Agent).


 




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(i)   Miscellaneous.


 


(i)   Existing
Indebtedness. All existing Indebtedness of Holdings, the Borrowers and their respective Subsidiaries (including Indebtedness
evidenced by the Existing Credit Agreements, but excluding Indebtedness permitted pursuant to Section 10.1) shall be repaid
in full and terminated and all collateral security therefor shall be released, other than Permitted Surviving Debt, provided,
that, funds sufficient for the redemption of the Existing RSG Senior Notes in full and the satisfaction and discharge of
the governing indenture shall have been deposited with the trustee for such Existing RSG Senior Notes.


 


(ii)   PATRIOT
Act, etc. Holdings, the Borrowers and each other Credit Party shall have provided to Administrative Agent and the Lenders,
at least five (5) Business Days prior to the Closing Date, the documentation and other information requested by Administrative
Agent in order to comply with requirements of the PATRIOT Act, Canadian AML Laws, applicable “know your customer” and
anti-money laundering rules and regulations, to the extent requested at least eleven (11) Business Days prior to the Closing Date.


 


Without limiting the generality of the provisions of the last
paragraph of Section 12.3, for purposes of determining compliance with the conditions specified in this Section 7.1,
Administrative Agent and each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted
or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory
to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the making of the initial Revolving
Loans on the Closing Date specifying its objection thereto.


 


SECTION 7.2   Conditions
to Subsequent Extensions of Credit. The obligations of the Lenders to make the Revolving Loans or issue or participate in the
Letters of Credit, if any (in each case other than the initial Extension of Credit), or convert or continue any Revolving Loan
as a LIBOR Rate Loan and/or the Issuing Bank to issue or extend any Letter of Credit are subject to the satisfaction of the following
conditions precedent on the relevant borrowing, continuation, conversion, issuance or extension date:


 


(a)   Continuation
of Representations and Warranties. The representations and warranties contained in this Agreement and the other Loan Documents
shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality
or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and
as of such borrowing, continuation, conversion, issuance or extension date with the same effect as if made on and as of such date
(except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and
warranty shall have been true and correct in all material respects as of such earlier date, except for any representation and warranty
that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall have been
true and correct in all respects as of such earlier date).


 




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(b)   No
Existing Default. No Default or Event of Default shall have occurred and be continuing (i) on the borrowing, continuation or
conversion date with respect to such Revolving Loan or after giving effect to the Revolving Loans to be made, continued or converted
on such date or (ii) on the issuance or extension date with respect to such Letter of Credit or after giving effect to the issuance
or extension of such Letter of Credit on such date.


 


(c)   Notices.
Administrative Agent shall have received a Notice of Borrowing or Notice of Conversion/Continuation, as applicable, from Borrower
Representative in accordance with Section 2.3(a), Section 4.2 or Section 6.2, as applicable.


 


(d)   Compliance
with Loan Cap and Loan Limits. After giving effect to such borrowing, continuation, conversion, issuance or extension, (i)
the Total Outstandings will not exceed the Loan Cap, (ii) the US Outstandings will not exceed the lesser of the US Loan Limit or
the US Borrowing Base as then in effect, and (iii) the Canadian Outstandings will not exceed the lesser of the Canadian Loan Limit
or the Canadian Borrowing Base as then in effect.


 


(e)   New
Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required
to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline
Loan and (ii) the Issuing Bank shall not be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied
that it will have no Fronting Exposure after giving effect thereto.


 


SECTION 7.3   Post-Closing
Conditions.


 


(a)   Within
ninety (90) days after the Closing Date (or such later date as Administrative Agent shall reasonably approve), Administrative Agent
shall have received:


 


(i)   Mortgages.
A Mortgage, duly authorized, executed, acknowledged and delivered by the applicable Credit Party, with respect to each parcel of
real property owned by such Credit Party as of the Closing Date and listed on Schedule 8.17, in form and substance reasonably
acceptable to Administrative Agent.


 


(ii)   Title
Insurance. A policy of title insurance, in form and substance reasonably satisfactory to Administrative Agent, insuring the
second priority Liens of the US Secured Parties or the Canadian Secured Parties, as applicable, and showing no Liens prior to the
Liens of the US Secured Parties or the Canadian Secured Parties, as applicable, other than for ad valorem taxes not yet due and
payable and Permitted Liens, with title insurance companies reasonably acceptable to Administrative Agent, on each property subject
to a Mortgage.


 


(iii)   Title
Exceptions. Copies of all documents creating exceptions to the title policy referred to in Section 7.3(a)(ii).


 


(iv)   Matters
Relating to Flood Hazard Properties. To the extent not otherwise provided on or prior to the Closing Date, with respect to
each parcel of real property subject to a Mortgage, a determination (in form complying in all respects with all Applicable Laws)
as to whether such property is located in a special flood hazard area and, in the case of each Flood Hazard Property, copies of
insurance policies of the applicable Credit Party evidencing flood insurance reasonably satisfactory to Administrative Agent (but
in any event, meeting in all respects all requirements under all applicable Flood Laws) and naming Administrative Agent as lender’s
loss payee on behalf of the Secured Parties. Borrowers shall provide such further information as may be reasonably requested by
Administrative Agent to permit the Lenders to comply with all Flood Laws, including, if and to the extent required under Flood
Laws, GPS coordinates of all structures and improvements located in special flood hazard areas.


 




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(v)   Opinion
of Counsel. Favorable opinions of counsel to the Credit Parties addressed to Administrative Agent and the Lenders with respect
to the Credit Parties, the Mortgages and such other matters as Administrative Agent shall reasonably request (which such opinions
shall expressly permit reliance by permitted successors and assigns of the addressees thereof).


 


(vi)   Other
Real Property Information. Administrative Agent shall have received such other certificates, documents, agreements, surveys,
insurance policies and information as it reasonably requests, other than appraisals and environmental reports, each in form and
substance reasonably satisfactory to Administrative Agent.


 


(b)   Administrative
Agent shall have received Control Agreements, in form and substance reasonably satisfactory to Administrative Agent, duly executed
by the applicable Credit Party, Administrative Agent and each depository bank or securities intermediary, as applicable, at which
a Deposit Account or a Securities Account that is not an Excluded Account is maintained, which shall be sufficient to, among other
things, establish Control (as defined in the applicable UCC) over such Deposit Account or such Securities Account, in each case,
within the time period provided for such Control Agreements set forth in Section 9.14(a).


 


(c)   Within
ten (10) Business Days after the Closing Date (or such later date as the Administrative Agent may approve), the Administrative
Agent shall have received, in each case in form and substance reasonably satisfactory to Administrative Agent, evidence of payment
of all insurance premiums for the current policy year of each policy, appropriate endorsements naming Administrative Agent as lender’s
loss payee (and mortgagee, as applicable) on all policies for property hazard insurance and as additional insured on all policies
for liability insurance, and if requested by Administrative Agent, copies of such insurance policies.


 


(d)   Borrowers
shall use commercially reasonable efforts to obtain Collateral Access Agreements at locations where there is Collateral in excess
of $100,000 to the extent such Collateral Access Agreements have not been received prior to the Closing Date and Administrative
Agent shall cooperate in good faith to respond promptly to requests in writing for changes to the form of Collateral Access Agreement
that it receives from Borrower Representative based on requests Borrower Representative receives from any lessor of the premises
to be subject to such Collateral Access Agreement. Administrative Agent will be reasonable in its consideration of requests for
changes from the form of Collateral Access Agreement made by lessors of premises to be subject to such Collateral Access Agreement.


 


(e)   Borrowers
shall deliver or cause to be delivered all documents and perform or cause to be performed all actions set forth on Schedule
7.3(e) within the time periods specified on Schedule 7.3(e) (or within such other time periods as the Administrative
Agent shall approve in its discretion).


 


Article
VIII



REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES


 


To induce Administrative Agent and Lenders
to enter into this Agreement and to induce the Lenders to make Extensions of Credit, the Credit Parties hereby represent and warrant
to Administrative Agent and the Lenders both before and after giving effect to the transactions contemplated hereunder, which representations
and warranties shall be deemed made on the Closing Date and as otherwise set forth in Section 7.2, that:


 




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SECTION 8.1   Organization;
Power; Qualification. Each Credit Party and each Restricted Subsidiary thereof (a) is duly organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the power and authority to own its
Properties and to carry on its business as now being and hereafter proposed to be conducted and (c) is duly qualified and authorized
to do business in each jurisdiction in which the character of its Properties or the nature of its business requires such qualification
and authorization except in jurisdictions where the failure to be so qualified or in good standing could not reasonably be expected
to result in a Material Adverse Effect. The jurisdictions in which each Credit Party and its Restricted Subsidiaries are organized
and qualified to do business as of the Closing Date, and the chief executive office of each Credit Party and each Subsidiary thereof,
are described on Schedule 8.1.


 


SECTION 8.2   Ownership.
Each Subsidiary of each Credit Party as of the Closing Date is listed on Schedule 8.2. As of the Closing Date, the capitalization
of each Credit Party and its Subsidiaries consists of the number of shares, authorized, issued and outstanding, of such classes
and series, with or without par value, described on Schedule 8.2. As of the Closing Date, all outstanding shares of each
Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable and not subject to any preemptive
or similar rights, except as described in Schedule 8.2. The shareholders or other owners, as applicable, of each Credit
Party (other than Holdings) and the number of shares owned by each as of the Closing Date are described on Schedule 8.2.
As of the Closing Date, there are no outstanding stock purchase warrants, subscriptions, options, securities, instruments or other
rights of any type or nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or require the issuance
of Capital Stock of any Credit Party (other than Holdings) or any Subsidiary of a Credit Party, except as described on Schedule
8.2.


 


SECTION 8.3   Authorization;
Enforceability.


 


(a)   Each
Credit Party has the right, power and authority and has taken all necessary corporate and other action to authorize the execution,
delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their
respective terms.


 


(b)   This
Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of each Credit
Party that is a party thereto, and each such document constitutes the legal, valid and binding obligation of each Credit Party
that is a party thereto, enforceable in accordance with its terms, except as such enforceability may be limited by Debtor Relief
Laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable
remedies.


 


SECTION 8.4   Compliance
of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Credit Party of
the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder
and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise,
(a) require any Governmental Approval or violate any Applicable Law relating to any Credit Party where the failure to obtain such
Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result
in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of any Credit
Party, (c) conflict with, result in a breach of or constitute a default under (1) the Term Loan Documents or (2) any other indenture,
agreement or other instrument to which such Person is a party or by which any of its properties may be bound or any Governmental
Approval relating to such Person, which, in the case of clause (2), could, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any
property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization
of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required
in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents,
authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, the PPSA or the CCQ (iii) filings
with the United States Copyright Office, the United States Patent and Trademark Office and/or the Canadian Intellectual Property
Office, (iv) Mortgages and (v) consents or filings made or obtained and in full force and effect.


 




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SECTION 8.5   Compliance
with Law; Governmental Approvals. Each Credit Party and each Restricted Subsidiary thereof (a) has all Governmental Approvals
required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject
to review on appeal and is not the subject of any pending or, to its knowledge, threatened attack by direct or collateral proceeding,
(b) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating
to it or any of its respective properties and (c) has timely filed all material reports, documents and other materials required
to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents
required to be retained by it under Applicable Law, except in the case of each of clauses (a), (b) or (c)
where the failure to have, comply, file or retain could not reasonably be expected to have a Material Adverse Effect.


 


SECTION 8.6   Tax
Returns and Payments. Each Credit Party and each Restricted Subsidiary thereof has duly filed or caused to be filed all federal
and state income tax returns and all other material federal, state, provincial, territorial, local and other tax returns required
by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal and state income taxes
and all other material federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property,
income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested
in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the
books of the relevant Credit Party or Restricted Subsidiary). Such returns accurately reflect in all material respects all liability
for all applicable taxes of the related Credit Party or Restricted Subsidiary thereof for the periods covered thereby. As of the
Closing Date, there is no ongoing audit or examination or, to its knowledge, other investigation by any Governmental Authority
of the tax liability of any Credit Party or any Restricted Subsidiary thereof other than those set forth on Schedule 8.6.
No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Restricted Subsidiary thereof with
respect to unpaid taxes which has not been discharged or resolved (other than (a) any amount the validity of which is currently
being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided
for on the books of the relevant Credit Party and (b) Permitted Liens). As of the Closing Date, the charges, accruals and reserves
on the books of each Credit Party and each Restricted Subsidiary thereof in respect of federal, state, local and other taxes for
all Fiscal Years and portions thereof since the organization of any Credit Party or any Restricted Subsidiary thereof and ended
prior to the Closing Date are in the judgment of the Credit Parties adequate, and the Credit Parties do not anticipate any additional
taxes or assessments for any of such years.


 


SECTION 8.7   Intellectual
Property Matters. Each Credit Party and each Restricted Subsidiary thereof owns or possesses rights to use all material franchises,
licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights,
service mark, service mark rights, trade names, trade name rights, copyrights, designs and other rights with respect to the foregoing
which are reasonably necessary to conduct its business. No event has occurred which permits, or after notice or lapse of time or
both would permit, the revocation or termination of any such rights, and no Credit Party nor any Restricted Subsidiary thereof
is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations,
except in each case as could not reasonably be expected to have a Material Adverse Effect.


 




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SECTION 8.8   Environmental
Matters.


 


(a)   Except
where the same could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the properties
owned, leased or operated by each Credit Party and each Restricted Subsidiary thereof now or in the past do not contain, and to
their knowledge have not previously contained, any Hazardous Materials in amounts or concentrations which constitute or constituted
a violation of applicable Environmental Laws;


 


(b)   Except
where the same could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Credit
Party and each Restricted Subsidiary thereof and such properties and all operations conducted in connection therewith are in compliance,
and have been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about such properties
or such operations which could interfere with the continued operation of such properties or impair the fair saleable value thereof;


 


(c)   No
Credit Party nor any Restricted Subsidiary thereof has received any notice of violation, alleged violation, non-compliance, liability
or potential liability regarding environmental matters, Hazardous Materials, or compliance with Environmental Laws that could reasonably
be expected to be adversely determined and, if adversely determined, could reasonably be expected, individually or in the aggregate,
to have a Material Adverse Effect;


 


(d)   Except
where the same could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Hazardous
Materials have not been transported or disposed of to or from the properties owned, leased or operated by any Credit Party or any
Restricted Subsidiary thereof in violation of, or in a manner or to a location which could reasonably be expected to give rise
to liability under, Environmental Laws, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on
or under any of such properties in violation of, or in a manner that could reasonably be expected to give rise to liability under,
any applicable Environmental Laws;


 


(e)   No
judicial proceedings or governmental or administrative action is pending, or, to the knowledge of any Credit Party, threatened,
under any Environmental Law to which any Credit Party or any Restricted Subsidiary thereof is or will be named as a potentially
responsible party with respect to such properties or operations conducted in connection therewith, nor are there any consent decrees
or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding
under any Environmental Law with respect to any Credit Party, any Restricted Subsidiary thereof or such properties or such operations
that, in each of the foregoing cases, could reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect; and


 


(f)   There
has been no release, or to the knowledge of any Credit Party, threat of release, of Hazardous Materials at or from properties owned,
leased or operated by any Credit Party or any Restricted Subsidiary, now or in the past, in violation of or in amounts or in a
manner that could reasonably be expected to give rise to liability under Environmental Laws and that could reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect.


 


SECTION 8.9   Employee
Benefit Matters.


 


(a)   As
of the Closing Date, no Credit Party nor any ERISA Affiliate maintains or contributes to, or has any obligation under, any Pension
Plans, Multiemployer Plans, Canadian Pension Plans or Canadian Multiemployer Plans other than those identified on Schedule 8.9,
and no Credit Party maintains or contributes to a defined benefit Canadian Pension Plan;


 




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(b)   With
respect to all Employee Benefit Plans, each Credit Party and each ERISA Affiliate is in compliance with, and, with respect to all
Multiemployer Plans, to the knowledge of each Credit Party, each Credit Party and each ERISA Affiliate is in compliance with, all
applicable provisions of ERISA and the Code, except for any required amendments for which the remedial amendment period as defined
in Section 401(b) of the Code has not yet expired and except where a failure to so comply could not reasonably be expected to have
a Material Adverse Effect. Each Credit Party and each ERISA Affiliate is in compliance with all applicable provisions of Canadian
Pension Laws and the regulations and published interpretations thereunder with respect to all Canadian Employee Benefit Plans except
where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably
be expected to have a Material Adverse Effect, each Employee Benefit Plan and, to the knowledge of each Credit Party, each Multiemployer
Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified or is
the subject of a favorable opinion letter from the IRS, and each trust related to such Employee Benefit Plan and, to the knowledge
of each Credit Party, each trust related to such Multiemployer Plan is exempt under Section 501(a) of the Code except for such
plans that have not yet received determination letters but for which the remedial amendment period for submitting a determination
letter has not yet expired. No liability has been incurred by any Credit Party or any ERISA Affiliate which remains unsatisfied
for any taxes or penalties assessed with respect to any Employee Benefit Plan or any Multiemployer Plan except for an outstanding
liability that could not reasonably be expected to have a Material Adverse Effect. No liability has been incurred by any Credit
Party which remains unsatisfied for any taxes or penalties with respect to any Canadian Employee Benefit Plan or any Canadian Multiemployer
Plan except for a liability that could not reasonably be expected to have a Material Adverse Effect;


 


(c)   As
of the Closing Date, no Pension Plan has been terminated, nor has any Pension Plan or Canadian
Pension Plan become subject to funding based benefit restrictions under Section 436 of the Code or
any Canadian Pension Law nor has any funding waiver from the IRS been received or requested with respect to any Pension
Plan, nor has any Credit Party or any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing as required
by Sections 412 or 430 of the Code or Section 302 of ERISA or the terms of any Pension Plan on or prior to the due dates of such
contributions under Sections 412 or 430 of the Code or Section 302 of ERISA, nor has there been any event requiring any disclosure
under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan other than
as set forth on Schedule 8.9;


 


(d)   Except
where the failure of any of the following representations to be correct could not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect, no Credit Party nor, with respect to clauses (ii),
(iii), and (iv) hereof, any ERISA Affiliate has: (i) engaged in a nonexempt prohibited transaction described
in Section 406 of the ERISA or Section 4975 of the Code, (ii) incurred any liability to the PBGC which remains outstanding other
than the payment of premiums and there are no premium payments which are due and unpaid, (iii) failed to make a required contribution
or payment to a Multiemployer Plan or a Canadian Multiemployer Plan, (iv) failed to make a required installment or
other required payment under Sections 412 or 430 of the Code or (v) failed to make a required installment to a Canadian
Employee Benefit Plan or other required payment under Canadian Pension Laws or its Canadian
Employee Benefit Plans;


 


(e)   No
Termination Event has occurred or is reasonably expected to occur; and


 


(f)   Except
where the failure of any of the following representations to be correct could not reasonably
be expected, individually or in the aggregate, to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim
in the ordinary course of business), lawsuit and/or investigation is existing or, to its knowledge, threatened concerning or involving
(i) any employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by any Credit
Party or any ERISA Affiliate, (ii) any Pension Plan or Canadian Pension Plan or (iii) to
the knowledge of any Credit Party, any Multiemployer Plan or any Canadian Multiemployer Plan.


 




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SECTION 8.10   Margin
Stock. No Credit Party nor any Restricted Subsidiary thereof is engaged in the business of extending credit for the purpose
of “purchasing” or “carrying” any “margin stock” (as each such term is defined or used, directly
or indirectly, in Regulation U of the Board of Governors of the Federal Reserve System). No part of the proceeds of any of the
Revolving Loans or Letters of Credit will be used for purchasing or carrying margin stock in contravention of, or for any purpose
which violates, or which would be inconsistent with, the provisions of Regulation T, U or X of such Board of Governors. Following
the application of the proceeds of each Extension of Credit, not more than twenty-five percent (25%) of the value of the assets
(either of any Borrower only or of Holdings and its Subsidiaries on a Consolidated basis) subject to the provisions of Section
10.2 or Section 10.5 or subject to any restriction contained in any agreement or instrument between any Borrower and
any Lender or any Affiliate of any Lender relating to Indebtedness in excess of the Threshold Amount will be “margin stock”.


 


SECTION 8.11   Government
Regulation. No Credit Party nor any Restricted Subsidiary thereof is an “investment company” or a company “controlled”
by an “investment company” (as each such term is defined or used in the Investment Company Act of 1940).


 


SECTION 8.12   Employee
Relations. As of the Closing Date, no Credit Party or any Restricted Subsidiary thereof is party to any collective bargaining
agreement, nor has any labor union been recognized as the representative of its employees except as set forth on Schedule 8.12.
No Credit Party knows of any pending, threatened or contemplated strikes, work stoppage or other collective labor disputes involving
its employees or those of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have
a Material Adverse Effect.


 


SECTION 8.13   Burdensome
Provisions. The Credit Parties and their respective Restricted Subsidiaries do not presently anticipate that future expenditures
needed to meet the provisions of any statutes, orders, rules or regulations of a Governmental Authority will be so burdensome as
to have a Material Adverse Effect. No Subsidiary (other than an Excluded Subsidiary or Unrestricted Subsidiary) is party to any
agreement or instrument or otherwise subject to any restriction or encumbrance that restricts or limits its ability to make dividend
payments or other distributions in respect of its Capital Stock to Holdings or any of its Restricted Subsidiaries or to transfer
any of its assets or properties to Holdings or any of its Restricted Subsidiaries in each case other than existing under or by
reason of the Loan Documents or Applicable Law.


 


SECTION 8.14   Financial
Statements. The audited and unaudited financial statements delivered pursuant to Section 7.1(e)(i) are complete and
correct and fairly present in all material respects, on a Consolidated basis, the assets, liabilities and financial position of
Holdings and its Subsidiaries as at such dates, and the results of the operations and changes of financial position for the periods
then ended (other than customary year-end adjustments for unaudited financial statements and the absence of footnotes from unaudited
financial statements). All such financial statements, including the related schedules and notes thereto, have been prepared in
accordance with GAAP. Such financial statements show all material indebtedness and other material liabilities, direct or contingent,
of Holdings and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments, and Indebtedness,
in each case, to the extent required to be disclosed under GAAP. The projections delivered pursuant to Section 6.2(f)(ii)
and the pro forma financial statements delivered pursuant to Section 7.1(e)(ii) were prepared in good faith on the basis
of the assumptions stated therein, which assumptions are believed to be reasonable in light of then existing conditions except
that such financial projections and statements shall be subject to normal year end closing and audit adjustments.


 




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SECTION 8.15   No
Material Adverse Change. Since September 30, 2014, there has been no material adverse change in the properties, business, operations
or condition (financial or otherwise) of Holdings and its Subsidiaries and no event has occurred or condition arisen, either individually
or in the aggregate, that could reasonably be expected to have a Material Adverse Effect.


 


SECTION 8.16   Solvency.
Each Borrower is Solvent and the Credit Parties, on a Consolidated basis, are Solvent.


 


SECTION 8.17   Title
to Property. As of the Closing Date, the real property listed on Schedule 8.17
constitutes all of the real property that is owned, leased, subleased or used by any Credit Party or any of its Restricted Subsidiaries.
Each Credit Party and each Restricted Subsidiary thereof has good title to the real property owned or leased by it as is necessary
or desirable to the conduct of its business and valid and legal title to all of its personal property and assets, except to the
extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


SECTION 8.18   Litigation.
There are no actions, suits or proceedings pending nor, to its knowledge, threatened against or in any other way relating adversely
to or affecting any Credit Party or any Restricted Subsidiary thereof or any of their respective properties in any court or before
any arbitrator of any kind or before or by any Governmental Authority that could reasonably be expected to have a Material Adverse
Effect.


 


SECTION 8.19   Anti-Terrorism;
Anti-Money Laundering. No Credit Party nor any of its Subsidiaries (a) is an “enemy”
or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States (50
U.S.C. App. §§ 1 et seq.), (b) is in violation of (i) the Trading with the Enemy Act, (ii) any of the foreign assets
control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) or any enabling legislation or executive
order relating thereto or (iii) Canadian AML Laws or (c) is a Sanctioned Person. Holdings has implemented and maintains in effect
policies and procedures designed to provide for compliance by Holdings, its Subsidiaries and their respective directors, officers,
employees and agents with Anti-Corruption Laws and applicable Sanctions, and Holdings, its Subsidiaries and their respective officers
and directors and to the knowledge of Holdings its employees and agents, are in compliance with Anti-Corruption Laws and applicable
Sanctions in all material respects. No Credit Party nor any of its Subsidiaries is in violation of the PATRIOT Act. No Credit Party
knows, or has reason to know, that any part of the proceeds of any Extension of Credit hereunder will be used to fund any operations
in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country in violation
of Applicable Law.


 


SECTION 8.20   Absence
of Defaults. No event has occurred or is continuing (a) which constitutes a Default or
an Event of Default, or (b) which constitutes, or which with the passage of time or giving of notice or both would constitute,
a default or event of default by any Credit Party or any Subsidiary thereof under any judgment, decree or order to which any Credit
Party or any Subsidiary thereof is a party or by which any Credit Party or any Subsidiary thereof or any of their respective properties
may be bound or which would require any Credit Party or any Subsidiary thereof to make any payment thereunder prior to the scheduled
maturity date therefore that, in any case under this clause (b), could, either individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


SECTION 8.21   Senior
Indebtedness Status. The Obligations of each Credit Party under this Agreement and each
of the other Loan Documents ranks and shall continue to rank at least senior in priority of payment to all Subordinated Indebtedness
of each such Person and is designated as “Senior Indebtedness” under all instruments and documents, now or in the future,
relating to all Subordinated Indebtedness of such Person.


 




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SECTION 8.22   Investment
Bankers’ and Similar Fees. No Credit Party has any obligation to any Person in respect
of any finders’, brokers’, investment banking or other similar fee in connection with any of the Transactions.


 


SECTION 8.23   Disclosure.
No financial statement, material report, material certificate or other material information furnished (whether in writing or orally)
by or on behalf of any Credit Party or any Subsidiary thereof to Administrative Agent or any Lender in connection with the transactions
contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information
so furnished), taken together as a whole, contains any untrue statement of a material fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided,
that, with respect to projected financial information, pro forma financial information, estimated financial information
and other projected or estimated information, such information was prepared in good faith based upon assumptions believed to be
reasonable at the time.


 


SECTION 8.24   Material
Contracts. Schedule 8.24 sets forth all Material Contracts to which any Credit
Party is a party or is bound as of the Closing Date. The Credit Parties have delivered true, correct and complete copies of such
Material Contracts to Administrative Agent on or before the Closing Date.


 


SECTION 8.25   Acquisition.


 


(a)   As
of the Closing Date, (i) to the best knowledge of each Credit Party, none of the parties to any Closing Date Acquisition Document
is in default of any of its material obligations under such Closing Date Acquisition Document, (ii) all written information with
respect to the Acquisition and the business and assets to be acquired in connection with the Closing Date Acquisition furnished
to Administrative Agent by any Credit Party or on behalf of any Credit Party, taken as a whole, was, at the time the same were
so furnished, complete and correct in all material respects, and (iii) after giving effect to the transactions on the Closing Date
contemplated by this Agreement, the Closing Date Acquisition Agreement and the other Closing Date Acquisition Documents and Loan
Documents, Holdings and its Restricted Subsidiaries will have good title to the assets to be purchased pursuant to the Closing
Date Acquisition Documents, free and clear of all Liens other than Permitted Liens.


 


(b)   As
of the Closing Date, (i) the Credit Parties have delivered to Administrative Agent a complete and correct copy of each Closing
Date Acquisition Document, including all schedules and exhibits thereto, (ii) such Closing Date Acquisition Documents sets forth
the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements,
arrangements or understandings, written or oral, relating to the matters covered thereby and (iii) the Closing Date Acquisition
Documents are effective in accordance with their respective terms.


 


SECTION 8.26   Location
of Inventory. In each case except to the extent disclosed to Administrative Agent
pursuant to Section 9.18, the Inventory of the Borrowers is not stored with a bailee, warehouseman, or similar party and
is located only at, or in-transit between, the locations identified on Schedule 1.1(e) or 1.1(f) or as otherwise
disclosed to Administrative Agent in accordance with Section 9.18.


 




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SECTION 8.27   Eligible
Accounts. As to each Account that is identified by Borrowers as an Eligible Account in
a Borrowing Base Certificate submitted to Administrative Agent, such Account is (a) a bona fide existing payment obligation of
the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor
in the ordinary course of the business of the applicable Borrower, (b) owed to a Borrower without any right of return except in
the ordinary course of the business of such Borrower consistent with its practices and policies and without any known material
defenses, disputes, offsets or counterclaims other than as reported to Administrative Agent in accordance with the Loan Documents,
and (c) not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Accounts.


 


SECTION 8.28   Eligible
Inventory. As to each item of Inventory that is identified by Borrowers as Eligible Inventory
in a Borrowing Base Certificate submitted to Administrative Agent, such Inventory is (a) of good and merchantable quality, free
from known defects, and (b) not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition
of Eligible Inventory.


 


Article
IX



AFFIRMATIVE COVENANTS


 


Until all of the Obligations (other than
contingent indemnification obligations not then due) have been paid and satisfied in full in cash, all Letters of Credit have been
terminated or expired (or been Cash Collateralized) and the Commitments terminated, each Credit Party will, and will cause each
of its Restricted Subsidiaries to:


 


SECTION 9.1   Financial
Statements and Budgets. Deliver to Administrative Agent, in form and detail satisfactory
to Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice):


 


(a)   Annual
Financial Statements. As soon as practicable and in any event within ninety (90) days after the end of each Fiscal Year (commencing
with the Fiscal Year ended September 30, 2015), an audited Consolidated balance sheet of Holdings and its Subsidiaries as of the
close of such Fiscal Year and audited Consolidated statements of income, retained earnings and cash flows including the notes thereto,
all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the preceding Fiscal
Year and prepared in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or
results of operations of any change in the application of accounting principles and practices during the year, together with a
management discussion and analysis. Such annual financial statements shall be audited by an independent certified public accounting
firm of recognized national standing reasonably acceptable to Administrative Agent, and accompanied by a report and opinion thereon
by such certified public accountants prepared in accordance with generally accepted auditing standards that is not subject to any
“going concern” or similar qualification or exception or any qualification as to the scope of such audit.


 




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(b)   Quarterly
Financial Statements. As soon as practicable and in any event within forty-five (45) days after the end of the first three
(3) fiscal quarters of each Fiscal Year (commencing with the fiscal quarter ended December 31, 2015), an unaudited Consolidated
balance sheet of Holdings and its Subsidiaries as of the close of such fiscal quarter and unaudited Consolidated statements of
income, retained earnings and cash flows, together with a management discussion and analysis of such financial statements for the
fiscal quarter then ended and that portion of the Fiscal Year then ended, including the notes thereto, all in reasonable detail
setting forth in comparative form the corresponding figures as of the end of and for the corresponding period in the preceding
Fiscal Year and prepared by Holdings in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial
position or results of operations of any change in the application of accounting principles and practices during the period, and
certified by the chief financial officer of Holdings to present fairly in all material respects the financial condition of Holdings
and its Subsidiaries on a Consolidated basis as of their respective dates and the results of operations of Holdings and its Subsidiaries
for the respective periods then ended, subject to normal year-end adjustments and the absence of footnotes; provided, that,
if Adjusted Excess Availability is less than the greater of (i) fifteen percent (15.0%) of the Loan Cap or (ii) $90,000,000 for
any five (5) consecutive Business Day period, for each fiscal month ending thereafter until Adjusted Excess Availability has been
greater than the greater of (i) fifteen percent (15.0%) of the Loan Cap or (ii) $90,000,000 for thirty (30) consecutive days, in
addition, as soon as practicable and in any event within thirty (30) days after the end of each such fiscal month, an unaudited
Consolidated balance sheet of Holdings and its Subsidiaries as of the close of such fiscal month and unaudited Consolidated statements
of income, retained earnings and cash flows for such fiscal month.


 


(c)   Annual
Business Plan and Budget. As soon as practicable and in any event within forty- five (45) days after the end of each Fiscal
Year, a business plan and operating and capital budget of Holdings and its Subsidiaries for the ensuing four (4) fiscal quarters,
such plan to be prepared in accordance with GAAP and to include, on a quarterly basis, the following: a quarterly operating and
capital budget, a projected income statement, statement of cash flows and balance sheet, calculations demonstrating projected compliance
with the financial covenant set forth in Section 10.13, accompanied by a certificate from a Responsible Officer of Holdings
to the effect that such budget contains good faith estimates (utilizing assumptions believed to be reasonable at the time of delivery
of such budget) of the financial condition and operations of Holdings and its Subsidiaries for such period.


 


SECTION 9.2   Certificates;
Other Reports. Deliver to Administrative Agent (which shall promptly make such information
available to the Lenders in accordance with its customary practice):


 


(a)   at
each time financial statements are delivered pursuant to Sections 9.1(a) or (b) and at such other times as Administrative
Agent shall reasonably request, a duly completed Compliance Certificate signed by a Responsible Officer of Borrower Representative;


 


(b)   twenty
(20) days after the end of each fiscal month (or, if such day is not a Business Day, on the next succeeding Business Day), a certificate
in the form of Exhibit G (a “Borrowing Base Certificate”) showing the Borrowing Base as of the close
of business as of the last day of the immediately preceding fiscal month, each Borrowing Base Certificate to be certified as complete
and correct by a Responsible Officer of Borrower Representative; provided, that, (i) at any time that Adjusted Excess
Availability is less than the greater of (A) fifteen percent (15.0%) of the Loan Cap and (B) $90,000,000 for any five (5) consecutive
Business Days or an Event of Default exists or has occurred and is continuing, at the election of Administrative Agent, or at the
direction of Required Lenders, such Borrowing Base Certificate shall be delivered on Wednesday of each week (or, if such day is
not a Business Day, on the next succeeding Business Day), as of the close of business on the immediately preceding Friday and (ii)
Borrower Representative may from time to time, at its option, elect to deliver a Borrowing Base Certificate weekly, provided,
that, in such event, Borrower Representative shall continue to provide a weekly Borrowing Base Certificate for not less
than the next four (4) consecutive weeks;


 


(c)   the
financial and collateral reports described on Schedule 9.2 hereto, at the times set forth in such Schedule;


 


(d)   promptly
after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Credit Party
or any Restricted Subsidiary thereof with any Environmental Law that could (i) reasonably be expected to have a Material Adverse
Effect or (ii) cause any Property described in the Mortgages to be subject to any material restrictions on ownership, occupancy,
use or transferability under any Environmental Law;


 




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(e)   promptly,
and in any event within five (5) Business Days after receipt thereof by any Credit Party or any Restricted Subsidiary thereof,
copies of each notice or other correspondence (other than comment letters and similar correspondence) received from the SEC (or
comparable agency in any applicable non-US jurisdiction) concerning any investigation or possible investigation or other inquiry
by such agency regarding financial or other operational results of any Credit Party or any Restricted Subsidiary thereof;


 


(f)   promptly
upon the request thereof, such other information and documentation required by bank regulatory authorities under applicable “know
your customer” and anti-money laundering rules and regulations (including, without limitation, the PATRIOT Act and Canadian
AML Laws), as from time to time reasonably requested by Administrative Agent or any Lender;


 


(g)   promptly
upon the execution and delivery thereof copies of all amendments, consent letters, waivers or modifications under or with respect
to any Term Loan Documents and any 2015 Senior Note Documents; and


 


(h)   such
other information regarding the operations, business affairs and financial condition of any Credit Party or any Restricted Subsidiary
thereof as Administrative Agent or any Lender (acting through Administrative Agent) may reasonably request.


 


Documents required to be delivered pursuant to Section 9.1(a)
or (b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically
and if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings posts such documents, or provides
a link thereto on Holdings’ website on the Internet at the website address listed in Section 13.1; or (ii) on which
such documents are posted on Holdings’ behalf on an Internet or intranet website, if any, to which each Lender and Administrative
Agent have access (whether a commercial, third-party website or whether sponsored by Administrative Agent); provided, that:
(i) Holdings and Borrower Representative shall deliver paper copies of such documents to Administrative Agent or any Lender that
requests Holdings and Borrower Representative to deliver such paper copies until a written request to cease delivering paper copies
is given by Administrative Agent or such Lender and (ii) Holdings and Borrower Representative shall notify Administrative Agent
and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to Administrative Agent by electronic
mail electronic versions of such documents. Notwithstanding anything contained herein, in every instance Holdings and Borrower
Representative shall be required to provide paper copies of the Compliance Certificates required by Section 9.2 to Administrative
Agent. Except for such Compliance Certificates, Administrative Agent shall have no obligation to request the delivery or to maintain
copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Holdings and
Borrower Representative with any such request for delivery, and each Lender shall be solely responsible for requesting delivery
to it or maintaining its copies of such documents.


 




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Each of Holdings and the Borrowers hereby acknowledges that
(a) Administrative Agent and/or the Left Lead Arranger will make available to the Lenders and the Issuing Bank materials and/or
information provided by or on behalf of Holdings and the Borrowers hereunder (collectively, “Credit Party Materials”)
by posting the Credit Party Materials on Debt Domain, IntraLinks, SyndTrak Online 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 Holdings, any Borrower, their Affiliates or their respective securities) (each, a “Public
Lender”). Holdings and the Borrowers hereby agree that so long as Holdings or any Borrower is the issuer of any outstanding
debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any
such securities it will use commercially reasonable efforts to identify that portion of the Credit Party Materials that may be
distributed to the Public Lenders and that (w) all such Credit Party Materials shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, means that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking
Credit Party Materials “PUBLIC,” Holdings and the Borrowers shall be deemed to have authorized Administrative Agent,
the Left Lead Arranger, the Issuing Bank and the Lenders to treat such Credit Party Materials as not containing any material non-public
information (although it may be sensitive and proprietary) with respect to Holdings, any Borrower, their Affiliates or their respective
securities for purposes of United States Federal and state securities laws (provided, that to the extent such Credit
Party Materials constitute Information, they shall be treated as set forth in Section 13.11); (y) all Credit Party Materials
marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;”
and (z) Administrative Agent and the Left Lead Arranger shall be entitled to treat any Credit Party Materials that are not marked
“PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”
Notwithstanding the foregoing, Holdings and the Borrowers shall be under no obligation to mark any Credit Party Materials “PUBLIC”.


 


SECTION 9.3   Notice
of Litigation and Other Matters. Promptly (but in no event later than ten (10) days after
any Responsible Officer of any Credit Party or any Restricted Subsidiary thereof obtains knowledge thereof) notify Administrative
Agent in writing of (which shall promptly make such information available to the Lenders in accordance with its customary practice):


 


(a)   the
occurrence of any Default or Event of Default;


 


(b)   the
commencement of any proceeding or investigation by or before any Governmental Authority and any action or proceeding in any court
or before any arbitrator against or involving any Credit Party or any Restricted Subsidiary thereof or any of their respective
properties, assets or businesses in each case that could reasonably be expected to be adversely determined and, if adversely determined,
could reasonably be expected to result in a Material Adverse Effect;


 


(c)   any
notice of any violation of law received by any Credit Party or any Restricted Subsidiary thereof from any Governmental Authority
including, without limitation, any notice of violation of Environmental Laws which in any such case could reasonably be expected
to have a Material Adverse Effect;


 


(d)   any
labor controversy that has resulted in, or threatens to result in, a strike or other work action against any Credit Party or any
Restricted Subsidiary thereof which could reasonably be expected to have a Material Adverse Effect;


 


(e)   any
attachment, judgment, lien, levy or order, in each case as issued by a Governmental Authority, exceeding the Threshold Amount that
may be assessed against any Credit Party or any Restricted Subsidiary thereof;


 


(f)   (i)
any unfavorable determination letter from the IRS, or with respect to a Multiemployer Plan, any notice from a Multiemployer Plan
regarding any unfavorable determination letter from the IRS, regarding the qualification of an Employee Benefit Plan or Multiemployer
Plan under Section 401(a) of the Code (along with a copy thereof), (ii) any notice received by any Credit Party or any
ERISA Affiliate of the PBGC’s intent to terminate any Pension Plan or Canadian Pension Plan or to have a trustee appointed
to administer any Pension Plan or Canadian Pension Plan, (iii) any notice received by any Credit Party or any
ERISA Affiliate from a Multiemployer Plan or Canadian Multiemployer Plan sponsor evidencing the imposition of withdrawal
liability pursuant to Section 4202 of ERISA or any other Applicable Law and (iv) any notice of intent to terminate any Pension
Plan under a distress termination within the meaning of Section 4041(c) of ERISA, or any notice
of intent to terminate any Canadian Pension Plan under Canadian Pension Laws or otherwise that, in each case, is filed with the
PBGC or other Governmental Authority applicable to Canadian Pension Plans by any Credit Party or any
ERISA Affiliate or otherwise received by any Credit Party or any
ERISA Affiliate;


 




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(g)   Liens
for taxes, assessments and other governmental charges or levies at such time as the aggregate amount thereof exceed $1,500,000
(other than any such taxes, assessments and other governmental charges or levies that are (i) not yet due or as to which the period
of grace, if any, related thereto has not expired, or (ii) which are being contested in good faith and by appropriate proceedings
if adequate reserves are maintained to the extent required by GAAP);


 


(h)   the
claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred
in the ordinary course of business at such time as the aggregate amount thereof exceeds $1,500,000 (other than claims which are
not overdue for a period of more than thirty (30) days, or if more than thirty (30) days overdue, no action has been taken to enforce
such claims and such claims are being contested in good faith and by appropriate proceedings if adequate reserves are maintained
to the extent required by GAAP or claims that do not, individually or in the aggregate, materially impair the use thereof in the
operation of the business of Holdings or any of its Restricted Subsidiaries); and


 


(i)   any
other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.


 


Each notice pursuant to Section 9.3
shall be accompanied by a statement of a Responsible Officer of Holdings and Borrower Representative setting forth details of the
occurrence referred to therein and stating what action Holdings and the Borrowers have taken and proposes to take with respect
thereto. Each notice pursuant to Section 9.3(a) shall describe with particularity any and all provisions of this Agreement
and any other Loan Document that have been breached.


 


SECTION 9.4   Preservation
of Corporate Existence and Related Matters. Except as permitted by Section 10.4,
preserve and maintain its separate corporate existence and all material rights, franchises, licenses and privileges necessary to
the conduct of its business, and qualify and remain qualified as a foreign corporation or other entity and authorized to do business
in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect.


 


SECTION 9.5   Maintenance
of Property and Licenses.


 


(a)   In
addition to the requirements of any of the Security Documents, (i) protect and preserve all Properties necessary in and material
to its business, including copyrights, patents, trade names, service marks and trademarks; (ii) maintain in good working order
and condition, ordinary wear and tear excepted, all buildings, equipment and other tangible real and personal property; and (iii)
from time to time make or cause to be made all repairs, renewals and replacements thereof and additions to such Property necessary
for the conduct of its business, so that the business carried on in connection therewith may be conducted in a commercially reasonable
manner, in the case of each of the foregoing clauses (i), (ii) and (iii), except as such action or inaction
would not reasonably be expected to result in a Material Adverse Effect.


 


(b)   Maintain,
in full force and effect in all material respects, each and every license, permit, certification, qualification, approval or franchise
issued by any Governmental Authority (each a “License”) required for each of them to conduct their respective
businesses as presently conducted, except where the failure to do so could not reasonably be expected to have a Material Adverse
Effect.


 




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SECTION 9.6   Insurance.
Maintain insurance with financially sound and reputable insurance companies against at least such risks and in at least such amounts
as are customarily maintained by similar businesses and as may be required by Applicable Law and as are required by any Security
Documents (including, without limitation, hazard and business interruption insurance). Subject to Section7.3, all such insurance
shall (a) provide that no cancellation thereof shall be effective until at least thirty (30) days after receipt by Administrative
Agent of written notice thereof, (b) name Administrative Agent as an additional insured party thereunder, (c) in the case of each
casualty insurance policy, name Administrative Agent as lender’s loss payee and (d) in the case of each Flood Hazard Property,
copies of insurance policies or certificates of insurance of the applicable Credit Party evidencing flood insurance reasonably
satisfactory to Administrative Agent (but in any event, meeting in all respects all requirements under all applicable Flood Laws)
and naming Administrative Agent as lender’s loss payee. On the Closing Date and from time to time thereafter deliver to Administrative
Agent upon its request information in reasonable detail as to the insurance then in effect, stating the names of the insurance
companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby,
including any endorsements required pursuant to the foregoing requirements of this Section 9.6.


 


SECTION 9.7   Accounting
Methods and Financial Records. Maintain a system of accounting, and keep proper books,
records and accounts (which shall be true and complete in all material respects) as may be required or as may be necessary to permit
the preparation of financial statements in accordance with GAAP and in material compliance with the regulations of any Governmental
Authority having jurisdiction over it or any of its Properties.


 


SECTION 9.8   Payment
of Taxes and Other Obligations. Pay and perform (a) all taxes, assessments and other governmental
charges that may be levied or assessed upon it or any of its Property and (b) all other indebtedness, obligations and liabilities
in accordance with customary trade practices, except where the failure to pay or perform such items described in clauses (a)
or (b) of this Section 9.8 could not reasonably be expected to have a Material Adverse Effect.


 


SECTION 9.9   Compliance
with Laws and Approvals. Observe and remain in compliance, and enforce policies and procedures
designed to provide for compliance, with all Applicable Laws and maintain in full force and effect all Governmental Approvals,
in each case applicable to the conduct of its business except where the failure to do so could not reasonably be expected to have
a Material Adverse Effect.


 


SECTION 9.10   Environmental
Laws. In addition to and without limiting the generality of Section 9.9, (a) except
where the failure to do so could not reasonably be expected to have a Material Adverse Effect, comply with, and ensure such compliance
by all tenants and subtenants with all applicable Environmental Laws and obtain and comply with and maintain, and ensure that all
tenants and subtenants, if any, obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations
or permits required by applicable Environmental Laws, (b) except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect, conduct and complete all investigations, studies, sampling and testing, and all remedial, removal
and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental
Authority regarding Environmental Laws, and (c) defend, indemnify and hold harmless Administrative Agent and the Lenders, and their
respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands,
penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent
or otherwise, arising out of, or in any way relating to the presence of Hazardous Materials, or the violation of, noncompliance
with or liability under any Environmental Laws applicable to the operations of Holdings or any such Subsidiary, or any orders,
requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorney’s
and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to
the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification
therefor, as determined by a court of competent jurisdiction by final nonappealable judgment.


 




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SECTION 9.11   Compliance
with ERISA. In addition to and without limiting the generality of Section 9.9,
(a) except where the failure to so comply could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, (i) comply with applicable provisions of ERISA and the Code with respect to all Employee Benefit Plans and the
Canadian Pension Laws, (ii) not take any action or fail to take action the result of which could reasonably be expected to result
in a liability to the PBGC or to a Multiemployer Plan or a Canadian Multiemployer Plan (other than liability for premiums to the
PBGC that are due but not delinquent or benefit accruals) made in the ordinary course of business, and (iii) not participate in
any prohibited transaction that could result in any civil penalty under ERISA or tax under the Code and (b) furnish to Administrative
Agent upon Administrative Agent’s request, such additional information about any Employee Benefit Plan or Canadian Employee
Benefit Plan and, to the extent available to any Credit Party or ERISA Affiliate, any Multiemployer Plan, as may be reasonably
requested, with respect to the manner and content, by Administrative Agent. No Credit Party shall
establish any new defined benefit Canadian Pension Plan.


 


SECTION 9.12   Visits,
Inspections, Field Examinations and Appraisals.


 


(a)   Permit
representatives of Administrative Agent, from time to time upon prior reasonable notice and at such times during normal business
hours, all at the expense of Borrowers, to visit and inspect any Credit Party’s properties; inspect, audit and make extracts
from any Credit Party’s books, records and files, including, but not limited to, management letters prepared by independent
accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s principal officers,
and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects
(provided, that, the Borrowers may, if they choose, be present at or participate in any such discussions); provided,
that, excluding any such visits and inspections during the continuation of an Event of Default or, at the request of Borrower
Representative, in connection with a Permitted Acquisition, and without limitation of the rights of Administrative Agent to conduct,
or cause to be conducted, field examinations and appraisals as provided below, (i) Administrative Agent shall not exercise such
rights more often than once during any Fiscal Year and (ii) upon the occurrence and during the continuance of an Event of Default,
Administrative Agent may do any of the foregoing at the expense of the Borrowers as often as may be reasonably necessary, at any
time during normal business hours and without advance notice.


 


(b)   Upon
the request of Administrative Agent after reasonable prior notice, permit Administrative Agent or professionals (including investment
bankers, consultants, accountants, and lawyers) retained by Administrative Agent to conduct commercial finance examinations and
other evaluations, including, without limitation, of (i) Borrower Representative’s practices in the computation of the Borrowing
Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross
margins, payables, accruals and reserves. The Credit Parties shall pay the reasonable and documented fees and expenses of Administrative
Agent and such professionals with respect to such examinations and evaluations, provided, that, Administrative Agent
may conduct, or cause to be conducted, (i) no more than one (1) field examination in any twelve (12) month period at the expense
of the Borrowers so long as Adjusted Excess Availability is not less than the greater of (A) fifteen percent (15.0%) of the Loan
Cap or (B) $90,000,000 during such twelve (12) months, and (ii) not more than two (2) field examinations in any twelve (12) month
period at the expense of the Borrowers if at any time Adjusted Excess Availability during such twelve (12) months is less than
or equal to the greater of (A) fifteen percent (15.0%) of the Loan Cap or (B) $90,000,000. Notwithstanding the foregoing, Administrative
Agent may cause additional field examinations to be done (A) at any time at its own expense, upon reasonable prior notice to Borrower
Representative and during normal business hours with the good faith cooperation of Borrowers and Administrative Agent so as to
minimize any disruption of the Borrowers’ business, (B) if an Event of Default shall have occurred and be continuing, at
the expense of the Borrowers and without advance notice, (C) if and to the extent (and only to the extent) required by Applicable
Law or (D) in connection with a Permitted Acquisition, at the expense of the Borrowers, which field examination shall not be considered
for purposes of the limitations on field examinations at the expense of Borrowers set forth herein; provided, that,
any such field examination in connection with a Permitted Acquisition shall only be conducted upon the request of Borrower Representative.


 




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(c)   Upon
the request of Administrative Agent after reasonable prior notice, permit Administrative Agent or professionals (including appraisers)
retained by Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in
the Borrowing Base. The Credit Parties shall pay the reasonable and documented fees and expenses of Administrative Agent and such
professionals with respect to such appraisals, provided, that, Administrative Agent may obtain, (i) no more than
one (1) appraisal of inventory in any twelve (12) month period at the expense of the Borrowers so long as Adjusted Excess Availability
is not less than the greater of (A) fifteen percent (15.0%) of the Loan Cap or (B) $90,000,000 during such twelve (12) months,
and (ii) not more than two (2) appraisals in any twelve (12) month period at the expense of the Borrowers if at any time Adjusted
Excess Availability during such twelve (12) months is less than or equal to the greater of (A) fifteen percent (15.0%) of the Loan
Cap or (B) $90,000,000. Notwithstanding the foregoing, Administrative Agent may cause additional appraisals to be done (A) at any
time at its own expense upon reasonable prior notice to Borrower Representative and during normal business hours with the good
faith cooperation of Borrowers and Administrative Agent so as to minimize any disruption of the Borrowers’ business, (B)
if an Event of Default shall have occurred and be continuing, at the expense of the Borrowers and without advance notice, (C) if
and to the extent (and only to the extent) required by Applicable Law or (D) in connection with a Permitted Acquisition, at the
expense of the Borrowers, which appraisal shall not be considered for purposes of the limitations on field examinations at the
expense of Borrowers set forth herein; provided, that, any such appraisal in connection with a Permitted Acquisition
shall only be conducted upon the request of Borrower Representative.


 


SECTION 9.13   Lender
Meetings. Upon the request of Administrative Agent or the Required Lenders, participate
in a meeting of Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices
of Holdings and Borrower Representative (or such other location as may be agreed to by Holdings, Borrower Representative and Administrative
Agent) at such time as may be agreed by Holdings, Borrower Representative and Administrative Agent.


 




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SECTION 9.14   Cash
Management.


 


(a)   Each
Credit Party shall establish and maintain, at its expense, Deposit Accounts and cash management services of a type and on terms,
and with the banks, set forth on Schedule 9.14(a) and, subject to Section 9.14(d) below, such other banks as such
Credit Party may hereafter select (such other banks, together with the banks set forth on Schedule 9.14(a), collectively,
the “Cash Management Banks” and individually, a “Cash Management Bank”). In accordance with
Section 7.3, each Credit Party shall deliver, or cause to be delivered to Administrative Agent, a Control Agreement with
respect to each of its Deposit Accounts duly authorized, executed and delivered by and among each Cash Management Bank where a
Deposit Account is maintained, the applicable Credit Party and Administrative Agent; provided, that, Credit Parties
shall not be required to deliver a Control Agreement with a Cash Management Bank as to any Deposit Account that is an Excluded
Account, and Credit Parties shall only be required to deliver the acknowledgement and agreement of the Cash Management Bank to
such Control Agreement in form and substance reasonably satisfactory to Administrative Agent for the Deposit Accounts listed on
Schedule 9.14(a) within the time periods set forth in Schedule 9.14(a). Each such Control Agreement shall provide,
among other things, that (i) the Cash Management Bank will comply with any instructions originated by Administrative Agent directing
the disposition of the funds in such Deposit Account without further consent by the applicable Credit Party, (ii) the Cash Management
Bank waives, subordinates, and agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable
Deposit Account other than for payment of its service fees and other charges directly related to the administration of such Deposit
Account and for returned checks or other items of payment, (iii) upon the instruction of Administrative Agent (an “Activation
Notice”), the Cash Management Bank will transfer each day by wire transfer or other electronic funds transfer all funds
in such account to the Administrative Agent Payment Account, provided, that, Administrative Agent will not issue
an Activation Notice with respect to any Collection Account except at such time as a Cash Dominion Event has occurred and is continuing,
and (iv) in the case of the Control Agreements for any other Deposit Account, upon an Activation Notice, the Cash Management Bank
will transfer each day by wire transfer or other electronic funds transfer all funds in such account to the Administrative Agent
Payment Account, provided, that, Administrative Agent will not issue such an Activation Notice under this clause
(iv) except at such time as an Event of Default exists or has occurred and is continuing.


 


(b)   Each
Borrower shall direct all Account Debtors or other obligors in respect of any amounts payable to Borrowers to make payment of all
such amounts, in the case of US Borrowers to a US Collection Account, in the case of Canadian Borrowers to a Canadian Collection
Account and otherwise take all reasonable actions to cause such payments to be made to the applicable Collection Account. In addition,
each Borrower shall deposit, or cause to be deposited, any other amounts received in respect of Accounts or other Collateral that
it receives (i) to the US Collection Account in the case of a US Borrower, and (ii) to the Canadian Collection Account in the case
of a Canadian Borrower.


 


(c)   In
the event that Administrative Agent has sent an Activation Notice with respect to a Collection Account, at any time after a Cash
Dominion Event has ceased to exist in accordance with the definition of such term, Administrative Agent will send a notice to rescind
the Activation Notice.


 


(d)   So
long as no Default or Event of Default has occurred and is continuing, upon not less than five (5) Business Days’ prior written
notice to Administrative Agent, the Credit Parties may amend Schedule 9.14(a) to add or replace a Deposit Account or Cash
Management Bank or Securities Account or securities intermediary and shall upon such addition or replacement provide to Administrative
Agent an amended Schedule 9.14(a); provided, that, (i) such prospective Cash Management Bank or securities
intermediary, as the case may be, shall be reasonably satisfactory to Administrative Agent, and (ii) prior to the time of the opening
of such Deposit Account or Securities Account, the applicable Credit Party and such prospective Cash Management Bank or securities
intermediary shall have executed and delivered to Administrative Agent a Control Agreement (including any acknowledgement and agreement
of the Cash Management Bank or securities intermediary with respect thereto). Each Credit Party shall close any of its Deposit
Accounts (and establish replacement Deposit Accounts in accordance with the foregoing sentence) as promptly as practicable and
in any event within forty-five (45) days after notice from Administrative Agent that the operating performance, funds transfer,
or availability procedures or performance of the Cash Management Bank with respect to Deposit Accounts or Administrative Agent’s
liability under any Control Agreement with such Cash Management Bank is no longer satisfactory in Administrative Agent’s
reasonable judgment.


 




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(e)   Subject
to Section 7.3, each Credit Party shall obtain an authenticated Control Agreement from each issuer of uncertificated securities,
securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for any Credit
Party, or maintaining a Securities Account for such Credit Party and with respect to any other investment property and from and
after the dates on which such Control Agreements are required to be delivered in accordance with the terms hereof, above, no Credit
Party will make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to
Deposit Accounts or Securities Accounts unless Administrative Agent has received a Control Agreement duly authorized, executed
and delivered by the applicable bank or securities intermediary where such cash, Cash Equivalents, Deposit Account or Securities
Account are maintained with respect thereto, provided, that, Grantors shall not be required to deliver a Control
Agreement with respect to any Excluded Account.


 


SECTION 9.15   Additional
Subsidiaries and Real Property.


 


(a)   Additional
Subsidiaries.


 


(i)   Additional
US Subsidiaries. Notify Administrative Agent prior to the creation or acquisition of any US Subsidiary (other than any Excluded
Subsidiary) (provided that any Subsidiary Redesignation resulting in an Unrestricted Subsidiary that is a US Subsidiary becoming
a Restricted Subsidiary shall be deemed to constitute the acquisition of a US Subsidiary for all purposes of this Section 9.15)
and promptly thereafter (and in any event within thirty (30) days after such creation or acquisition, as such time period may be
extended by Administrative Agent in its sole discretion) cause such US Subsidiary (other than any Excluded Subsidiary) to (A) become
a US Guarantor by delivering to Administrative Agent a duly executed supplement to the US Guaranty Agreement or such other document
as Administrative Agent shall deem appropriate for such purpose (provided, that, in the case of a US Guarantor that is a FSCHO,
the guarantee shall not apply as to the US Secured Obligations), and in addition, upon the request of Borrower Representative and
subject to the approval of Administrative Agent become a US Borrower, subject to the delivery of such agreements, documents or
instruments as Administrative Agent may reasonably request in form and substance reasonably satisfactory to Administrative Agent
(including, but not limited to, a joinder to this Agreement), (B) grant a security interest in all Collateral (subject to the exceptions
specified in the Collateral Agreement) owned by such US Subsidiary by delivering to Administrative Agent a duly executed supplement
to each Security Document or such other document as Administrative Agent shall deem appropriate for such purpose and comply with
the terms of each Security Document, (C) deliver to Administrative Agent such opinions, documents and certificates referred to
in Section 7.1 as may be reasonably requested by Administrative Agent, (D) deliver to Administrative Agent (i) any original
Capital Stock or other certificates and stock or other transfer powers evidencing the Capital Stock of such Person and (ii) subject
to the Intercreditor Agreement, any original promissory notes together with transfer powers for such promissory notes, (E) deliver
to Administrative Agent such updated Schedules to the Loan Documents as requested by Administrative Agent with respect to such
Person, and (F) deliver to Administrative Agent such other documents as may be reasonably requested by Administrative Agent, all
in form, content and scope reasonably satisfactory to Administrative Agent.


 




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(ii)   Additional
Canadian Subsidiaries. Notify Administrative Agent prior to the creation or acquisition of any Canadian Subsidiary (provided
that any Subsidiary Redesignation resulting in an Unrestricted Subsidiary that is a Canadian Subsidiary becoming a Restricted Subsidiary
shall be deemed to constitute the acquisition of a Canadian Subsidiary for all purposes of this Section 9.15) and promptly
thereafter (and in any event within thirty (30) days after such creation or acquisition, as such time period may be extended by
Administrative Agent in its sole discretion) cause such Canadian Subsidiary (other than any Excluded Subsidiary) to (A) become
a Canadian Guarantor by delivering to Administrative Agent a duly executed supplement to the Canadian Guaranty Agreement or such
other document as Administrative Agent shall deem appropriate for such purpose, and in addition, upon the request of Borrower Representative
and subject to the approval of Administrative Agent become a Canadian Borrower, subject to the delivery of such agreements, documents
or instruments as Administrative Agent may reasonably request in form and substance reasonably satisfactory to Administrative Agent
(including, but not limited to, a joinder to this Agreement), (B) grant a security interest in all Collateral (subject to the exceptions
specified in the Canadian Collateral Agreement) owned by such Canadian Subsidiary by delivering to Administrative Agent a duly
executed supplement to each Security Document or such other document as Administrative Agent shall deem appropriate for such purpose
and comply with the terms of each Security Document, (C) deliver to Administrative Agent such opinions, documents and certificates
referred to in Section 7.1 as may be reasonably requested by Administrative Agent, (D) deliver to Administrative Agent such
original Capital Stock or other certificates and stock or other transfer powers evidencing the Capital Stock of such Person, (E)
deliver to Administrative Agent such updated Schedules to the Loan Documents as requested by Administrative Agent with respect
to such Person, and (F) deliver to Administrative Agent such other documents as may be reasonably requested by Administrative Agent,
all in form, content and scope reasonably satisfactory to Administrative Agent.


 


(b)   Additional
Foreign Subsidiaries. Notify Administrative Agent at the time that any Person becomes a First Tier Foreign Subsidiary, including,
without limitation, any First Tier Foreign Subsidiary that is a Canadian Subsidiary, and at the request of Administrative Agent,
promptly thereafter (and in any event within forty-five (45) days after such request, as such time period may be extended by Administrative
Agent in its sole discretion), cause (i) the applicable US Credit Party to deliver to Administrative Agent Security Documents pledging
(A) as security for the US Secured Obligations, sixty-five percent (65%) of the total outstanding voting Capital Stock (and one
hundred percent (100%) of the non-voting Capital Stock) of any such new First Tier Foreign Subsidiary and (B) as security for the
Canadian Secured Obligations, one hundred percent (100%) of the Capital Stock of any such new First Tier Foreign Subsidiary and,
in each case, a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable,
original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction)
evidencing the Capital Stock of such new First Tier Foreign Subsidiary, together with an appropriate undated stock power for each
certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to Administrative Agent such opinions,
documents and certificates referred to in Section 7.1 as may be reasonably requested by Administrative Agent, (iii) such
Person to deliver to Administrative Agent such updated Schedules to the Loan Documents as requested by Administrative Agent with
regard to such Person and (iv) such Person to deliver to Administrative Agent such other documents as may be reasonably requested
by Administrative Agent, all in form, content and scope reasonably satisfactory to Administrative Agent.


 


(c)   Real
Property Collateral.


 


(i)   Within
ten (10) days after the acquisition of any real property owned by any Credit Party that is not subject to the existing Security
Documents (as such time period may be extended by Administrative Agent in its sole discretion), notify Administrative Agent;


 


(ii)   Within
sixty (60) days of such acquisition (as such time period may be extended by Administrative Agent, in its sole discretion), to the
extent required by Term Loan Agent, in its reasonable discretion, deliver such mortgages, deeds of trust, deeds of hypothec, title
insurance policies and other documents (other than appraisals, surveys and environmental reports, but including, without limitation,
in the case of each Flood Hazard Property, copies of insurance policies or certificates of insurance of the applicable Credit Party
evidencing flood insurance reasonably satisfactory to Administrative Agent (but in any event, meeting in all respects requirements
under all applicable Flood Laws) and naming Administrative Agent as lender’s loss payee) reasonably requested by Administrative
Agent in connection with granting and perfecting a first priority Lien, other than Permitted Liens, on such real property in favor
of Administrative Agent, for the ratable benefit of the Secured Parties, as applicable, all in form and substance acceptable to
Administrative Agent; and


 




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(iii)   If,
at any time after an Event of Default has occurred and is continuing, Administrative Agent, in its sole discretion or at the direction
of the Required Lenders, requests appraisals, surveys, title policies and environmental reports with respect to any real property
owned by any Credit Party, then as promptly as possible but in no event more than sixty (60) days of such request (as such time
period may be extended by Administrative Agent, in its sole discretion) provide such appraisals, surveys, title policies or environmental
reports.


 


(d)   Merger
Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating
a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other
than de minimis capital and any merger consideration contributed to it contemporaneously with the closing of such merger transaction,
such new Subsidiary shall not be required to take the actions set forth in Section 9.15(a) or (b), as applicable,
until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction
shall be required to so comply with Section 9.15(a) or (b), as applicable, within thirty (30) days of the consummation
of such Permitted Acquisition as such time period may be extended by Administrative Agent, in its sole discretion).


 


(e)   Guarantors
of Other Indebtedness. Notify Administrative Agent at any time that (i) any Restricted
Subsidiary that is not a Subsidiary Guarantor becomes a guarantor of or otherwise provides credit support for any Subordinated
Indebtedness, Senior Unsecured Indebtedness or any Indebtedness in respect of the Term Loan Documents, in each case, with an aggregate
principal amount in excess of the Threshold Amount and where the primary obligor of such Indebtedness is not a Foreign Subsidiary
or (ii) any Excluded Subsidiary becomes a guarantor of or otherwise provides credit support for any Indebtedness of Holdings or
any US Subsidiary with an aggregate principal amount in excess of the Threshold Amount, and concurrently with such Restricted
Subsidiary or such Excluded Subsidiary, as applicable, becoming a guarantor thereunder or providing credit support therefor, cause
such Person, if such Person is a US Subsidiary (or, if such Person is not a US Subsidiary but such Person nevertheless becomes
a guarantor of or otherwise provides credit support for any Subordinated Indebtedness, Senior Unsecured Indebtedness or Indebtedness
in respect of the Term Loan Documents, in each case, where the primary obligor of such Indebtedness is not a Foreign Subsidiary),
to take all of the actions required pursuant to (1) clauses (A) through (F) of subsection (a) of this Section 9.15 and
(2) if applicable, clause (c) of this Section 9.15.


 


(f)   Exclusions.
The provisions of this Section 9.15 shall not apply to assets as to which Administrative Agent, Holdings and Borrower Representative
shall reasonably determine that the costs and burdens of obtaining a security interest therein or perfection thereof outweigh the
value of the security afforded thereby.


 


SECTION 9.16   Use
of Proceeds.


 


(a)   Use
the proceeds of the Revolving Loans on the Closing Date to (i) finance the Transactions and/or (ii) pay fees, commissions and expenses
in connection with the Transactions.


 


(b)   Use
the proceeds of US Extensions of Credit (i) for working capital and general corporate purposes of the US Borrowers and their Restricted
Subsidiaries, including, without limitation, Permitted Acquisitions, Restricted Payments permitted pursuant to Section 10.6
and Investments permitted pursuant to Section 10.3 and/or (ii) to pay fees, commissions and expenses in connection with
the Transactions and the Credit Facility.


 




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(c)   Use
the proceeds of Canadian Extensions of Credit (i) for working capital and general corporate purposes of the Canadian Borrower and
its Restricted Subsidiaries, including, without limitation, Permitted Acquisitions, Restricted Payments permitted pursuant to Section
10.6 and Investments permitted pursuant to Section 10.3 and/or (ii) to pay fees, commissions and expenses in connection
with the Transactions and the Credit Facility.


 


(d)   Use
the proceeds of any Incremental Commitment as permitted pursuant to Section 6.13, as applicable.


 


(e)   Holdings
will not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall
not use, the proceeds of the Revolving Loans and Letters of Credit (i) 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,
(ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person,
or in any Sanctioned Country, to the extent such activities, business or transaction would be prohibited by Sanctions if conducted
by a corporation incorporated in the United States, or (iii) in any manner that would result in the violation of any Sanctions
applicable to any party hereto.


 


SECTION 9.17   Further
Assurances.


 


(a)   Maintain
the security interest created by the Security Documents in accordance with the terms of the US Collateral Agreement or the terms
of the Canadian Collateral Agreement, as applicable, subject to the rights of the Credit Parties to dispose of the Collateral pursuant
to the Loan Documents; and make, execute and deliver all such additional and further acts, things, deeds, instruments and documents
as Administrative Agent or the Required Lenders (through Administrative Agent) may reasonably require for the purposes of implementing
or effectuating the provisions of this Agreement and the other Loan Documents, or of renewing the rights of the US Secured Parties
or the Canadian Secured Parties, as applicable, with respect to the Collateral as to which Administrative Agent, for the ratable
benefit of the US Secured Parties or the Canadian Secured Parties, as applicable, has a perfected Lien pursuant hereto or thereto,
including, without limitation, filing any financing or continuation statements or similar forms of application under the UCC, the
PPSA or the CCQ (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby or
by the other Loan Documents.


 


(b)   If
requested by Administrative Agent or any Lender (through Administrative Agent), promptly furnish to Administrative Agent and each
Lender a statement in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable.


 


SECTION 9.18   Locations
of Inventory. Each Borrower will, and will cause each of its Restricted Subsidiaries
to, keep its Inventory only at the locations identified on Schedules 1.1(e) and 1.1(f); provided, that,
the Borrowers may amend Schedule 1.1(e) or 1.1(f) so long as such amendment occurs by written notice to Administrative
Agent not less than ten (10) days prior to the date on which such Inventory is moved to such new location and so long as such
new location is within the continental United States or Canada.


 




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Article
X

  

NEGATIVE COVENANTS


 


Until all of the Obligations have been paid
and satisfied in full, the Credit Parties will not, and will not permit any of their respective Restricted Subsidiaries to:


 


SECTION 10.1   Indebtedness.
Create, incur, assume or suffer to exist any Indebtedness except:


 


(a)   the
Obligations;


 


(b)   Indebtedness
and obligations owing under Bank Product Agreements entered into in the ordinary course of business (and, in the case of Hedge
Agreements, subject to Section 10.16);


 


(c)   (i)
Indebtedness existing on the Closing Date and listed on Schedule 10.1, and any Refinancing Indebtedness in respect thereof
and (ii) the Existing RSG Senior Notes (and guaranties thereof); provided, that on the Closing Date (A) irrevocable
notice of redemption of the Existing RSG Senior Notes shall have been delivered to the indenture trustee for such notes and (B)
funds sufficient for the redemption of the Existing RSG Senior Notes and the discharge of the governing indenture shall have been
deposited with the indenture trustee for such notes;


 


(d)   Indebtedness
incurred in connection with Capital Leases (other than with respect to a lease entered into as part of a Sale and Leaseback Transaction)
and purchase money Indebtedness incurred (i) on or prior to the Closing Date and listed on Schedule 10.1 and (ii) after
the Closing Date in an aggregate amount not to exceed the greater of (1) $100,000,000 and (2) three percent (3%) of Consolidated
Total Assets at such time, at any time outstanding;


 


(e)   Indebtedness
of a Person existing at the time such Person became a Restricted Subsidiary or assets were acquired from such Person in connection
with an Investment permitted pursuant to Section 10.3, to the extent that (i) such Indebtedness was not incurred in connection
with, or in contemplation of, such Person becoming a Restricted Subsidiary or the acquisition of such assets, (ii) neither Holdings
nor any Restricted Subsidiary thereof (other than such Person or any other Person that such Person merges with or that acquires
the assets of such Person) shall have any liability or other obligation with respect to such Indebtedness and (iii) the aggregate
outstanding principal amount of such Indebtedness does not exceed $50,000,000 at any time outstanding;


 


(f)   Guaranty
Obligations with respect to Indebtedness permitted pursuant to this Section 10.1 (other than clauses (g) and (i)
of this Section 10.1)


 


(g)   unsecured
intercompany Indebtedness:


 


(i)   owed
or guaranteed by any Credit Party to another Credit Party;


 


(ii)   owed
or guaranteed by any Credit Party to any Non-Credit Party; provided, that, (A) such Indebtedness shall be subordinated
to the Obligations in a manner reasonably satisfactory to Administrative Agent and (B) no Non-Credit Party which is a US Subsidiary
shall be permitted to make any loan and advance to any Canadian Credit Party (other than loans or advances by a US Subsidiary that
is a FSCHO to a direct Subsidiary that is a Canadian Credit Party);


 


(iii)   owed
or guaranteed by any Non-Credit Party to any other Non-Credit Party; and


 


(iv)   owed
or guaranteed by any Non-Credit Party to any Credit Party to the extent permitted pursuant to Section 10.3(a)(vi);


 




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(h)   Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against
insufficient funds in the ordinary course of business;


 


(i)   Subordinated
Indebtedness and Senior Unsecured Indebtedness of the Credit Parties and Guaranty Obligations of Credit Parties with respect to
such Subordinated Indebtedness or such Senior Unsecured Indebtedness; provided, that, in the case of each incurrence
of such Subordinated Indebtedness or Senior Unsecured Indebtedness, (i) no Default or Event of Default shall have occurred and
be continuing or would be caused by the incurrence of such Indebtedness, (ii) Administrative Agent shall have received satisfactory
written evidence that the Consolidated Total Leverage Ratio is no greater than 4.50:1.00, in each case based on the financial statements
most recently delivered pursuant to Section 9.1(a) or Section 9.1(b), as applicable, both before and after giving
effect on a pro forma basis to (1) the incurrence of such Indebtedness, and (2) any Permitted Acquisition consummated in connection
therewith, in the case of each incurrence of such Subordinated Indebtedness or Senior Unsecured Indebtedness, (iii) as of the date
of incurring such Indebtedness and after giving effect thereto, Adjusted Excess Availability shall be not less than the greater
of (A) fifteen percent (15.0%) of the Loan Cap and (B) $90,000,000, and (iv) no Credit Party shall guarantee any Subordinated Indebtedness
unless such Guaranty Obligation is subordinated to the Obligations on terms no less favorable to Administrative Agent and the Lenders
than the terms of the Subordinated Indebtedness to which such Guaranty Obligation relates;


 


(j)   Indebtedness
under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’
compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any
of the foregoing;


 


(k)   Indebtedness
arising from agreements by Holdings or any of its Restricted Subsidiaries providing for indemnification, earn-out obligations,
adjustment of purchase price or similar obligations, in each case, incurred in connection with a Permitted Acquisition, an Investment
permitted under Section 10.3 (but with any payments in respect thereof only permitted to the same extent as such Investment
is permitted under Section 10.3), a disposition of assets that is not an Asset Disposition to the extent set forth in the
proviso to the definition of such term, or any transaction permitted under Sections 10.4 or 10.5 hereof;


 


(l)   Indebtedness
consisting of promissory notes issued to current or former officers, directors and employees (or their respective family members,
estates or trusts or other entities for the benefit of any of the foregoing) of Holdings or its Subsidiaries to purchase or redeem
Capital Stock or options of Holdings permitted pursuant to Section 10.6(d); provided, that the aggregate principal
amount of all such Indebtedness shall not exceed $5,000,000 at any time outstanding;


 


(m)   Indebtedness
incurred in connection with Capital Leases arising under Sale and Leaseback Transactions permitted hereunder in reliance upon Section
10.5(c)(ii);


 


(n)   
(i) Indebtedness of the Credit Parties to the Term Loan Lenders under the Term Loan Documents and (ii) any Refinancing Indebtedness
with respect thereto, provided, that, in no event shall the aggregate amount of any such Indebtedness under clause
(i) or (ii) exceed the Term Loan Cap (as defined in the Intercreditor Agreement);


 


(o)   (i)
Indebtedness of the Credit Parties to the holders of the 2015 Senior Notes under the 2015 Senior Note Documents and (ii) any Refinancing
Indebtedness with respect thereto, provided, that, in no event shall the aggregate amount of any such Indebtedness
under clause (i) or (ii) exceed $315,000,000; and


 




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(p)   Indebtedness
of any Credit Party or any Restricted Subsidiary thereof not otherwise permitted pursuant to this Section 10.1 in an aggregate
principal amount not to exceed $100,000,000.


 


SECTION 10.2   Liens.
Create, incur, assume or suffer to exist, any Lien on or with respect to any of its Property, whether now owned or hereafter acquired,
except:


 


(a)   Liens
created pursuant to the Loan Documents (including, without limitation, Liens in favor of the Swingline Lender and/or the Issuing
Bank, as applicable, on Cash Collateral granted pursuant to the Loan Documents);


 


(b)   Liens
in existence on the Closing Date and described on Schedule 10.2, and the replacement, renewal or extension thereof (including
Liens incurred, assumed or suffered to exist in connection with any Refinancing Indebtedness with respect to Indebtedness pursuant
to Section 10.1(c) (solely to the extent that such Liens were in existence on the Closing Date and described on Schedule
10.2)); provided, that, the scope of any such Lien shall not be increased, or otherwise expanded, to cover any
additional property or type of asset, as applicable, beyond that in existence on the Closing Date, except for products and proceeds
of the foregoing;


 


(c)   Liens
for taxes, assessments and other governmental charges or levies (i) not yet due or as to which the period of grace, if any, related
thereto has not expired, (ii) which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained
to the extent required by GAAP or (iii) which are, in the aggregate, immaterial to the Credit Parties;


 


(d)   the
claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred
in the ordinary course of business, which (i) other than claims which are, in the aggregate, immaterial to the Credit Parties,
are not overdue for a period of more than thirty (30) days, or if more than thirty (30) days overdue, no action has been taken
to enforce such Liens and such Liens are being contested in good faith and by appropriate proceedings if adequate reserves are
maintained to the extent required by GAAP and (ii) do not, individually or in the aggregate, materially impair the use thereof
in the operation of the business of Holdings or any of its Restricted Subsidiaries;


 


(e)   deposits
or pledges of cash made in the ordinary course of business in connection with, or to secure payment of, obligations under workers’
compensation, unemployment insurance and other types of social security or similar legislation, or to secure the performance of
bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments
or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;


 


(f)   encumbrances
in the nature of zoning restrictions, easements and rights or restrictions of record on the use of real property, which in the
aggregate are not substantial in amount and which do not, in any case, detract from the value of such property or impair the use
thereof in the ordinary conduct of business;


 


(g)   Liens
arising from the filing of precautionary UCC, PPSA or CCQ financing statements or similar forms of application relating solely
to personal property leased pursuant to Operating Leases entered into in the ordinary course of business of Holdings and its Restricted
Subsidiaries;


 


(h)   Liens
securing Indebtedness permitted under Section 10.1(d); provided, that, (i) such Liens shall be created substantially
simultaneously with the acquisition, repair, improvement or lease, as applicable, of the related Property, (ii) such Liens do not
at any time encumber any property other than the Property financed by such Indebtedness and (iii) the principal amount of Indebtedness
secured by any such Lien shall at no time exceed one hundred percent (100%) of the original price for the purchase, repair improvement
or lease amount (as applicable) of such Property at the time of purchase, repair, improvement or lease (as applicable);


 




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(i)   Liens
securing judgments for the payment of money not constituting an Event of Default under Section 11.1(l) or securing appeal
or other surety bonds relating to such judgments;


 


(j)   Liens
on (i) Property of any Restricted Subsidiary which is not required to be a Credit Party which are in existence at the time that
such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition, (ii) Property, other than ABL Priority Collateral (except
to the extent otherwise agreed in writing by Administrative Agent), of any Restricted Subsidiary which is required to be a Credit
Party which are in existence at the time that such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition and (iii)
Property, other than ABL Priority Collateral, of any Credit Party existing at the time such tangible property or tangible assets
are purchased or otherwise acquired by such Credit Party pursuant to a transaction permitted pursuant to this Agreement; provided,
that, with respect to each of the foregoing clauses (i) and (ii), (A) such Liens are not incurred in connection
with, or in anticipation of, such Permitted Acquisition, purchase or other acquisition, (B) such Liens are applicable only to specific
Property, (C) such Liens are not “blanket” or all asset Liens, (D) such Liens do not attach to any other Property of
Holdings or any of its Restricted Subsidiaries and (E) the Indebtedness secured by such Liens is permitted under Section 10.1(e));


 


(k)   (i)
Liens of a collecting bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial Code in effect
in the relevant jurisdiction and (ii) Liens of any depositary bank in connection with statutory, common law and contractual rights
of set-off and recoupment with respect to any deposit account of Holdings or any Restricted Subsidiary thereof;


 


(l)   (i)
contractual or statutory Liens of landlords to the extent relating to the property and assets relating to any lease agreements
with such landlord and (ii) contractual Liens of suppliers (including sellers of goods) or customers granted in the ordinary course
of business to the extent limited to the property or assets relating to such contract;


 


(m)   any
interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement
entered into in the ordinary course of business which do not (i) interfere in any material respect with the business of Holdings
or its Restricted Subsidiaries or materially detract from the value of the relevant assets of Holdings or its Restricted Subsidiaries
or (ii) secure any Indebtedness;


 


(n)   Liens
not otherwise permitted hereunder on assets other than the Collateral securing Indebtedness or other obligations in the aggregate
amount not to exceed $25,000,000 at any time outstanding; and


 


(o)   Liens
under the Term Loan Documents or otherwise securing Indebtedness incurred pursuant to Section 10.1(n); provided,
that, such Liens are subject to the Intercreditor Agreement.


 


SECTION 10.3   Investments.
Purchase, own, invest in or otherwise acquire (in one transaction or a series of transactions), directly or indirectly, any Capital
Stock, interests in any partnership or joint venture (including, without limitation, the creation or capitalization of any Subsidiary),
evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other
Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly,
any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing,
“Investments”), except the following (each, a “Permitted Investment”):


 




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(a)   (i)
Investments existing on the Closing Date in Restricted Subsidiaries existing on the Closing Date;


 


(ii)   Investments
existing on the Closing Date (other than Investments in Restricted Subsidiaries existing on the Closing Date) and described on
Schedule 10.3;


 


(iii)   (A)
Investments made after the Closing Date by any US Credit Party in any other US Credit Party (other than Holdings) and (B) Investments
made after the Closing Date by any Canadian Credit Party in any other Canadian Credit Party;


 


(iv)   Investments
made after the Closing Date by any Non-Credit Party in any other Non-Credit Party;


 


(v)   Investments
made after the Closing Date by any Non-Credit Party in, or to, any Credit Party; provided, that, any loans and advances
made by any Non-Credit Party to any Credit Party shall be subordinated to the Obligations in a manner reasonably satisfactory to
Administrative Agent; and


 


(vi)   Investments
made after the Closing Date by any Credit Party in any Non-Credit Party; provided, that, (A) as of the date of any
such Investment, and after giving effect thereto, each of the Payment Conditions is satisfied and (B) any Investments in the form
of loans or advances made by any Credit Party to any Non-Credit Party pursuant to this clause (vi) shall be evidenced by
a demand note in form and substance reasonably satisfactory to Administrative Agent and shall be pledged and delivered to Administrative
Agent pursuant to the Security Documents;


 


(b)   Investments
in cash and Cash Equivalents, provided, that, notwithstanding the foregoing, after the occurrence and during the
continuance of a Cash Dominion Event, no Investments in cash or Cash Equivalents or additional Investments in the form of cash
or Cash Equivalents in each case shall be permitted, except (i) if no Revolving Loans are then outstanding and no Letters
of Credit are outstanding which have not been Cash Collateralized if then required to be Cash Collateralized or (ii) notwithstanding
that any Revolving Loans are outstanding (or such Letters of Credit) at any time a Cash Dominion Event exists, (A) deposits of
cash or other immediately available funds in Deposit Accounts used for disbursements in the approximate amount of funds required
for amounts drawn or anticipated to be drawn shortly on such Deposit Accounts, (B) any such deposits of cash or other immediately
available funds in Deposit Accounts used for disbursements which are then held in Cash Equivalents consisting of overnight investments
until so drawn or in the event that the amounts drawn on any such day were less than anticipated (so long as (i) such funds and
Cash Equivalents are not held more than two (2) Business Days from the date of the initial deposit thereof and (ii) such Investments
are pledged to Administrative Agent as additional collateral for the Obligations pursuant to such agreements as may be reasonably
required by Administrative Agent) and (C) amounts that have been received in a Deposit Account used for collections and subject
to a Control Agreement prior to the transfer to the Administrative Agent Payment Account in the ordinary course in accordance with
Section 9.14.


 


(c)   Investments
by Holdings or any of its Restricted Subsidiaries consisting of Capital Expenditures permitted by this Agreement;


 


(d)   deposits
made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 10.2;


 




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(e)   Hedge
Agreements permitted pursuant to Section 10.16;


 


(f)   purchases
of assets in the ordinary course of business;


 


(g)   Investments
by Holdings or any of its Restricted Subsidiaries consisting of Permitted Acquisitions;


 


(h)   Investments
in the form of loans and advances to officers, directors and employees in the ordinary course of business in an aggregate amount
not to exceed at any time outstanding $5,000,000 (determined without regard to any write-downs or write-offs of such loans or advances);


 


(i)   Investments
in the form of Restricted Payments permitted pursuant to Section 10.6;


 


(j)   Guaranty
Obligations permitted pursuant to Section 10.1;


 


(k)   Investments
in joint ventures and Unrestricted Subsidiaries; provided, that, as of the date of any such Investment, and after
giving effect thereto, each of the Payment Conditions is satisfied;


 


(l)   the
Closing Date Acquisition and the other transactions contemplated by the Closing Date Acquisition Agreement;


 


(m)   Investments
not otherwise permitted pursuant to this Section 10.3 in an aggregate amount not to exceed the greater of (1) $50,000,000
and (2) one and one-half percent (1 1/2%) of Consolidated Total Assets at any time; provided, that, (i) immediately
before and immediately after giving pro forma effect to any such Investments at the time made, no Default or Event of Default shall
have occurred and be continuing and (ii) if after giving effect to any Investment the aggregate amount of such Investments would
exceed, or the aggregate amount of all Investments then exceeds, $25,000,000, then as to such Investment and after giving effect
thereto, each of the Payment Conditions is satisfied;


 


(n)   Investments
not otherwise permitted pursuant to this Section 10.3, provided, that, (i) as of the date of any such Investment,
and after giving effect thereto, each of the Payment Conditions is satisfied and no Default or Event of Default exists and is continuing
at the time of any such Investment or would result therefrom and (ii) the aggregate amount of all such Investments made subsequent
to the Closing Date in reliance on this clause (n) shall not exceed, without duplication, fifty percent (50%) of Consolidated
Net Income accrued during the period (treated as one accounting period) beginning on July 1, 2015 to the end of the most recent
fiscal quarter ending prior to the date of such Investment for which consolidated financial statements of Holdings are available;
and


 


(o)   Investments
in the form of intercompany loans by a Credit Party to Beacon Roofing Supply Canada Company from time to time in the ordinary course
of business to be used for working capital; provided, that, (i) the aggregate amount of such loans outstanding at any time shall
not exceed $5,000,000 and (ii) such loans shall be permitted under this subclause (o) only if Beacon Roofing Supply Canada Company
is a Restricted Subsidiary.


 


For purposes of determining the amount of any Investment outstanding
for purposes of this Section 10.3, such amount shall be deemed to be the amount of such Investment when made, purchased,
acquired or incurred (without adjustment for subsequent increases or decreases in the value of such Investment) less any
amount realized in respect of such Investment upon the sale, collection, return of capital or loan or advance repayment (not to
exceed the original amount invested).


 




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SECTION 10.4   Fundamental
Changes. Merge, consolidate, amalgamate or enter into any similar combination with,
or enter into any Asset Disposition of all or substantially all of its assets (whether in a single transaction or a series of
transactions) with, any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:


 


(a)   (i)
any Subsidiary of a Borrower (including another Borrower) may be merged, amalgamated or consolidated with or into, or be liquidated
into, a Borrower (provided, that, a Borrower shall be the continuing or surviving entity), and (ii) any Subsidiary
of a Borrower (other than another Borrower) may be merged, amalgamated or consolidated with or into, or be liquidated with or into,
any Credit Party (provided, that, the Credit Party shall be the continuing or surviving entity or simultaneously
with such transaction, the continuing or surviving entity shall become a Credit Party and Borrowers shall comply with Section
9.15 in connection therewith);


 


(b)   any
Non-Credit Party may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Credit Party ;


 


(c)   any
Subsidiary may dispose of all or substantially all of its assets (by sale or transfer or upon voluntary liquidation, dissolution,
winding up or otherwise) to any Credit Party (provided, that, the consideration for such disposition shall not exceed
the fair market value of such assets);


 


(d)   any
Non-Credit Party may dispose of all or substantially all of its assets (by sale or transfer or upon voluntary liquidation, dissolution,
winding up or otherwise) to any other Non-Credit Party;


 


(e)   any
Wholly-Owned Subsidiary of a Borrower formed to effect any acquisition permitted hereunder may merge, amalgamate or consolidate
with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with such acquisition (including, without
limitation, any Permitted Acquisition permitted pursuant to Section 10.3(g)); provided, that, in the case
of any merger involving a Wholly-Owned Subsidiary that is a Credit Party, (A) a Credit Party shall be the continuing or surviving
entity or (B) simultaneously with such transaction, the continuing or surviving entity shall become a Credit Party and Borrowers
shall comply with Section 9.15 in connection therewith;


 


(f)   any
Person (other than Holdings, the Borrowers or any of their respective Restricted Subsidiaries) may merge, amalgamate or consolidate
into a Borrower or any of their respective Wholly-Owned Subsidiaries in connection with a Permitted Acquisition permitted pursuant
to Section 10.3(g); provided, that (i) in the case of a merger, merger, amalgamation or consolidation involving
a Borrower, the continuing or surviving Person shall be a Borrower, and (ii) in the case of a merger, amalgamation or consolidation
involving any other Credit Party, (A) a Credit Party shall be the continuing or surviving entity or (B) simultaneously with such
transaction, the continuing or surviving entity shall become a Credit Party and Borrowers shall comply with Section 9.15
in connection therewith; and


 


(g)   any
Asset Disposition permitted under Section 10.5 (other than Asset Dispositions consisting of all or substantially all of
the assets of Holdings and its Restricted Subsidiaries), but only to the extent that such transaction was permitted without reference
to this clause (g).


 


SECTION 10.5   Asset
Dispositions. Make any Asset Disposition except:


 


(a)   the
sale of obsolete, worn-out or surplus assets no longer used or usable in the business of Holdings or any of its Restricted Subsidiaries;


 




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(b)   non-exclusive
licenses and sublicenses of intellectual property rights in the ordinary course of business;


 


(c)   (i)
leases, subleases, licenses or sublicenses of real or personal property granted by Holdings or any of its Restricted Subsidiaries
to others (A) in the ordinary course of business or (B) that, in the reasonable business judgment of such Borrower or any of its
Subsidiaries, would not detract from the value of such real or personal property nor interfere in any material respect with the
business of Holdings or any of its Restricted Subsidiaries and (ii) a sale of property pursuant to a Sale and Leaseback Transaction
(provided, that, the aggregate fair market value (measured at the time of the applicable sale) of all property covered
by any outstanding Sale and Leaseback Transaction at any time shall not exceed $15,000,000);


 


(d)   Asset
Dispositions in connection with Insurance and Condemnation Events, provided, that, the requirements of Section 4.1 are complied
with in connection therewith;


 


(e)   Asset
Dispositions permitted in connection with transactions permitted by Sections 10.3, 10.4 or 10.6 but only to
the extent that such transaction was permitted without reference to this clause (e);


 


(f)   Asset
Dispositions (other than as a part of a Sale and Leaseback Transaction) not otherwise subject to the other provisions set forth
in this Section 10.5, provided, that, as to any such Asset Disposition, each of the following conditions is
satisfied:


 


(i)   as
of the date of any such Asset Disposition, and after giving effect thereto, each of the Payment Conditions is satisfied;


 


(ii)   not
less than seventy-five percent (75%) of the consideration to be received shall be paid or payable in cash and shall be paid contemporaneously
with the consummation of the transaction;


 


(iii)   
the consideration paid or payable shall be in an amount not less than the fair market value of the property disposed of;


 


(iv)   if
ABL Priority Collateral in excess of $10,000,000 is included in the Asset Disposition (or is included in the assets of a Person
whose Capital Stock is included in the Asset Disposition), Administrative Agent shall have received an updated Borrowing Base Certificate
giving pro forma effect to such Asset Disposition (or the disposition of the Capital Stock of such Person) and such Borrowing Base
Certificate shall be the basis for the determination of the satisfaction of the Payment Conditions);


 


(v)   
such transaction does not involve the sale or other disposition of any Accounts other than Accounts owned by or attributable to
other property concurrently being disposed of in a transaction otherwise constituting a permitted Asset Disposition;


 


(vi)   the
aggregate market value of all of the assets sold or disposed of during the term of this Agreement shall be less than thirty percent
(30%) or less of the book value of Consolidated Total Assets of Holdings and its Restricted Subsidiaries as of the Closing Date,
as of the date of such sale or other disposition and after giving effect thereto; and


 


(vii)   the
Net Cash Proceeds from any such sale or other disposition shall be applied to the Obligations to the extent required under Section
4.1; and


 


(g)   Asset
Dispositions of any Unrestricted Subsidiary.


 




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SECTION 10.6   Restricted
Payments. Declare or pay any dividend on, or make any payment or other distribution
on account of, or purchase, redeem, retire or otherwise acquire (directly or indirectly), or set apart assets for a sinking or
other analogous fund for the purchase, redemption, retirement or other acquisition of, any class of Capital Stock of any Credit
Party or any Restricted Subsidiary thereof, or make any distribution of cash, property or assets to the holders of shares of any
Capital Stock of any Credit Party or any Restricted Subsidiary thereof (all of the foregoing, the “Restricted Payments”);
provided, that:


 


(a)   so
long as no Default or Event of Default has occurred and is continuing or would result therefrom, Holdings or any of its Restricted
Subsidiaries may declare and make Restricted Payments in shares of its own Qualified Capital Stock;


 


(b)   (i)
any Subsidiary of any Borrower may declare and make Restricted Payments to any Credit Party (other than Holdings);


 


(c)   any
Non-Credit Party may declare and make Restricted Payments to any other Non-Credit Party (and, if applicable, to other holders of
its outstanding Capital Stock on a ratable basis);


 


(d)   the
US Borrowers may declare and make Restricted Payments to Holdings, and each Subsidiary of the US Borrowers may declare and make
to enable the US Borrowers to do the same (it being agreed that any Restricted Payment which is declared and made from any Subsidiary
to the US Borrowers and further declared and made to Holdings shall constitute a single Restricted Payment), so that Holdings may,
and Holdings shall be permitted to:


 


(i)   pay
any Taxes which are due and payable by the Credit Parties;


 


(ii)   pay
corporate operating (including, without limitation, directors fees and expenses) and overhead expenses (including, without limitation,
rent, utilities and salaries of employees of Holdings) in the ordinary course of business and fees and expenses of attorneys, accountants,
appraisers and the like; and


 


(iii)   to
be used to make payments then due in respect of Indebtedness of Holdings permitted under Section 10.1 hereof;


 


(e)   so
long as no Default or Event of Default has occurred and is continuing or would result therefrom, Holdings may redeem, retire or
otherwise acquire shares of its Capital Stock or options or other equity or phantom equity in respect of its Capital Stock from
present or former officers, employees, directors or consultants (or their family members or trusts or other entities for the benefit
of any of the foregoing) or make severance payments to such Persons in connection with the death, disability or termination of
employment or consultancy of any such officer, employee, director or consultant (i) to the extent that such purchase is made with
the Net Cash Proceeds of any offering of equity securities of or capital contributions to Holdings or (ii) otherwise in an aggregate
amount not to exceed $5,000,000;


 


(f)   Holdings
may declare and make Restricted Payments, and each Subsidiary of Holdings may declare and make Restricted Payments to Holdings
to enable Holdings to do the same (it being agreed that any Restricted Payment which is declared and made from any Subsidiary to
Holdings and further declared and made by Holdings shall constitute a single Restricted Payment), in an aggregate amount not to
exceed $75,000,000 during the term of this Agreement; provided, that, (i) as of the date of any such Restricted Payment
and after giving effect thereto, no Default or Event of Default exists or has occurred and is continuing and (ii) any such Restricted
Payment shall be deemed to be a fixed charge for purposes of calculating Consolidated Fixed Charges;


 




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(g)   Holdings
may declare and make additional Restricted Payments, and each Subsidiary of Holdings may declare and make Restricted Payments to
Holdings to enable Holdings to do the same, and each such Subsidiary may declare and make Restricted Payments to another Subsidiary
to enable any other Subsidiary to do the same (it being agreed that any Restricted Payment which is declared and made from any
Subsidiary to another Subsidiary and further declared and made to Holdings shall constitute a single Restricted Payment); provided,
that, as of the date of any such Restricted Payment and after giving effect thereto, each of the Payment Conditions is satisfied;
and


 


(h)   Holdings
and its Subsidiaries may consummate the Closing Date Acquisition and the other transactions contemplated by the Closing Date Acquisition
Agreement.


 


SECTION 10.7   Transactions
with Affiliates. Directly or indirectly enter into any transaction, including,
without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management,
advisory or similar fees, with (a) any officer, director or other Affiliate of Holdings, the Borrowers or any of their respective
Restricted Subsidiaries or (b) any Affiliate of any such officer or director, other than:


 


(i)   (A)
transactions permitted by Sections 10.1, 10.3, 10.4, 10.5, 10.6 and 10.12 and (B) the
Transactions;


 


(ii)   transactions
existing on the Closing Date and described on Schedule 10.7;


 


(iii)   (A)
transactions among US Credit Parties and/or US Subsidiaries that are Restricted Subsidiaries and (B) transactions among Canadian
Credit Parties and/or Canadian Subsidiaries that are Restricted Subsidiaries;


 


(iv)   any
transaction in the ordinary course of business on terms that are fair to Holdings and its Restricted Subsidiaries in the reasonable
determination of the board of directors or senior management of Holdings, or are not materially less favorable to Holdings 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 Holdings;


 


(v)   the
payment of salaries and benefits to, and employment and severance arrangements (including equity incentive plans and employee benefit
plans and arrangements) with, their respective officers and employees in the ordinary course of business; and


 


(vi)   payment
of customary fees and reasonable out of pocket costs to, and indemnities for the benefit of, directors, officers and employees
of Holdings, the Borrowers and their respective Subsidiaries in the ordinary course of business to the extent attributable to the
ownership or operation of the Borrowers and their respective Subsidiaries.


 


SECTION 10.8   Accounting
Changes; Organizational Documents.


 


(a)   Change
its Fiscal Year end, or make (without the consent of Administrative Agent which consent shall not be unreasonably withheld) any
material change in its accounting treatment and reporting practices except as required or permitted by GAAP.


 


(b)   Amend,
modify or change its articles of incorporation (or corporate charter or other similar organizational documents) or amend, modify
or change its bylaws (or other similar documents) in each case in any manner materially adverse to the rights or interests of the
Lenders.


 




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SECTION 10.9   Payments
and Modifications of Subordinated Indebtedness and Other Indebtedness.


 


(a)   Amend,
modify, waive or supplement (or permit the modification, amendment, waiver or supplement of) any of the terms or provisions of:
(i) any Subordinated Indebtedness or any Senior Unsecured Indebtedness in excess of the Threshold Amount or any other Indebtedness
in excess of the Threshold Amount or the Senior Note Documents in each case outstanding as of the Closing Date (other than the
Term Loan Documents) which would (A) increase the interest rate, (B) change the due dates for any payment of principal, interest
or other amounts, other than to extend such dates, (C) modify any default or event of default, other than to delete it or make
it less restrictive, (D) add any covenant of Holdings or any Restricted Subsidiary with respect thereto, (E) modify any subordination
provision, (F) modify any redemption or prepayment provision, other than to extend the dates therefor or to reduce the amounts
thereof or premiums payable in connection therewith or (G) materially increase any obligation of Holdings or any of its Restricted
Subsidiaries or confer additional material rights to the holder of such Indebtedness in a manner adverse to (1) Holdings or any
of its Restricted Subsidiaries or (2) the rights or interests of Administrative Agent and Lenders hereunder or (ii) the Term Loan
Documents except to the extent permitted under the Intercreditor Agreement.


 


(b)   Make
any payment or prepayment on, or redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any
manner any Subordinated Indebtedness or any Senior Unsecured Indebtedness in excess of the Threshold Amount or any other Indebtedness
in excess of the Threshold Amount or Indebtedness under the Term Loan Documents or the Senior Note Documents or any other Indebtedness
in excess of the Threshold Amount, or make any payment in violation of any subordination terms of any Subordinated Indebtedness,
except (i) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of (A) such Indebtedness
(other than Subordinated Indebtedness), and (B) Subordinated Indebtedness in accordance with the subordination terms thereof or
the applicable subordination agreement relating thereto, (ii) voluntary prepayments, repurchases, redemptions or defeasances of
(A) such Indebtedness (but excluding on account of any Subordinated Indebtedness), so long as on the date of any such payment and
after giving effect thereto, each of the Payment Conditions is satisfied and (B) Subordinated Indebtedness in accordance with the
subordination terms thereof or the applicable subordination agreement relating thereto, (iii) the prepayment of any such Indebtedness
with Refinancing Indebtedness in respect thereof that is permitted hereunder, and (iv) the payment of interest, fees, premiums
and expenses in respect of any such Indebtedness.


 


SECTION 10.10   No
Further Negative Pledges; Restrictive Agreements.


 


(a)   Enter
into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its
properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security
is given for some other obligation (other than with respect to an Excluded Subsidiary), except (i) pursuant to this Agreement and
the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 10.1(d)
or (e) (provided, that any such restriction contained therein relates only to the asset or assets financed
thereby), (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted
Lien (provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted
Lien), (iv) pursuant to the Term Loan Documents and any Refinancing Indebtedness with respect thereto, and (v) negative pledges
and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.1 but only
if such negative pledge or restriction expressly permits Liens on the Collateral for the benefit of Administrative Agent and the
Lenders with respect to the Obligations on a senior basis and without a requirement that such holders of such Indebtedness be secured
by such Liens equally and ratably or on a junior basis.


 




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(b)   Create
or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit
Party or any Restricted Subsidiary thereof (other than an Excluded Subsidiary) to (i) pay dividends or make any other distributions
to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits,
(ii) pay any Indebtedness or other obligation owed to any Credit Party or (iii) make loans or advances to any Credit Party, except
in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents,
(B) the Term Loan Documents, (C) the 2015 Senior Notes, (D) any document or instrument governing Indebtedness incurred pursuant
to Section 10.1(d), (e) (provided that any such restriction contained therein relates only to the asset or assets acquired in connection
therewith), (i) or (p), in each case to the extent such encumbrances or restrictions are no more restrictive in any material respect
to Holdings and the Restricted Subsidiaries than the covenants contained in this Agreement, (E) any Refinancing Indebtedness with
respect to the foregoing and (F) Applicable Law.


 


(c)   Create
or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit
Party or any Restricted Subsidiary thereof (other than an Excluded Subsidiary) to (i) sell, lease or transfer any of its properties
or assets to any Credit Party or (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges,
refundings or extension thereof, except in each case for such encumbrances or restrictions existing under or by reason of (A) this
Agreement and the other Loan Documents, (B) the Term Loan Documents, (C) the 2015 Senior Notes, (D) any document or instrument
governing Indebtedness incurred pursuant to Section 10.1(d), (e) (provided that any such restriction contained therein relates
only to the asset or assets acquired in connection therewith), (i) or (p), in each case to the extent such encumbrances or restrictions
are no more restrictive in any material respect to Holdings and the Restricted Subsidiaries than the covenants contained in this
Agreement, (E) any Refinancing Indebtedness with respect to the foregoing, (F) Applicable Law, (G) any Permitted Lien or any document
or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets
subject to such Permitted Lien), (H) obligations that are binding on a Restricted Subsidiary at the time such Subsidiary first
becomes a Restricted Subsidiary of Holdings, so long as such obligations are not entered into in contemplation of such Person becoming
a Restricted Subsidiary, (I) customary restrictions contained in an agreement related to the sale of Property (to the extent such
sale is not prohibited pursuant to Section 10.5) that limit the transfer of such Property pending the consummation of such
sale, (J) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by
this Agreement so long as such restrictions relate only to the assets subject thereto and (K) customary provisions restricting
assignment of any agreement entered into in the ordinary course of business.


 


SECTION 10.11   Nature
of Business. Engage in any business other than the business conducted by Holdings
and its Subsidiaries as of the Closing Date (after taking into account the Closing Date Acquisition) and business activities reasonably
related or ancillary thereto or that are reasonable extensions thereof.


 


SECTION 10.12   Sale
Leasebacks. Except as otherwise permitted pursuant to Section 10.5(c)(ii),
directly or indirectly become or remain liable as lessee or as guarantor or other surety with respect to any lease, whether an
operating lease or a Capital Lease, of any Property (whether real, personal or mixed), whether now owned or hereafter acquired,
(a) which any Credit Party or any Restricted Subsidiary thereof has sold or transferred or is to sell or transfer to a Person
which is not another Credit Party or Restricted Subsidiary thereof or (b) which any Credit Party or any Restricted Subsidiary
thereof intends to use for substantially the same purpose as any other Property that has been sold or is to be sold or transferred
by such Credit Party or such Restricted Subsidiary to another Person which is not another Credit Party or Restricted Subsidiary
thereof in connection with such lease.


 




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SECTION 10.13   Financial
Covenant. Permit the Fixed Charge Coverage Ratio to be less than 1.00 to 1.00 as
of the end of each fiscal quarter, based on the four (4) immediately preceding quarters for which Administrative Agent has received
financial statements (and at any time Borrowers are required to deliver monthly financial statements, as of the end of each fiscal
month based on the twelve (12) immediately preceding months for which financial statements have been received), provided,
that, compliance with such financial covenant shall only be required during a Compliance Period, in which case such financial
covenant shall be tested as of the last day of the then most recently completed fiscal period for which financial statements have
been delivered and for each quarter end (or month end as applicable) thereafter until the Compliance Period ends.


 


SECTION 10.14   Limitations
on Holdings. Permit Holdings to:


 


(a)   hold
any assets other than (i) the Capital Stock of any Subsidiary (and/or intercompany advances to any Subsidiary), (ii) assets, properties
or rights that are not capable of being sold, assigned, transferred or conveyed to any Borrower without the consent of any other
Person, or if such assignment or attempted assignment would constitute a breach thereof, or a violation of any Applicable Law,
(iii) agreements relating to the issuance, sale, purchase, repurchase or registration of securities of Holdings, (iv) agreements
relating to any Indebtedness of Holdings, (v) minute books and other corporate books and records of Holdings, (vi) cash and Cash
Equivalents and (vii) other miscellaneous non-material assets (including furniture, equipment and other assets related to employees
of Holdings);


 


(b)   have
any liabilities other than (i) the liabilities under the Loan Documents, the 2015 Senior Notes, the Term Loan Facility and any
Refinancing Indebtedness with respect to any of the foregoing, (ii) tax and other governmental liabilities and obligations arising
in the ordinary course of business, (iii) Indebtedness (and related liabilities) permitted under Section 10.1, (iv) corporate,
administrative and operating expenses in the ordinary course of business and (v) liabilities under any contracts or agreements
described in clauses (a)(ii) and (iii) above; or


 


(c)   engage
in any activities or business other than (i) issuing shares of its own Qualified Capital Stock, (ii) holding the assets and incurring
the liabilities described in this Section 10.14 and activities incidental and related thereto, (iii) making payments, dividends,
distributions, issuances or other activities permitted pursuant to Sections 10.6 or 10.7, (iv) holding directors’
and shareholders’ meetings, preparing corporate and similar records and other activities required to maintain its separate
corporate or other legal structure, (v) the incurrence of Indebtedness permitted under Section 10.1, (vi) the making of
Investments permitted under Section 10.3, (vii) having employees and providing management and supervisory services to Subsidiaries,
(viii) the Transactions, and (vii) as necessary to consummate any Permitted Acquisition.


 


SECTION 10.15   Disposal
of Subsidiary Interests. Permit any Wholly-Owned US Restricted Subsidiary or any
Wholly-Owned Canadian Restricted Subsidiary to be a non-Wholly-Owned Subsidiary except as a result of or in connection with a
dissolution, merger, amalgamation, consolidation or disposition permitted by Section 10.4 or 10.5.


 


SECTION 10.16   Hedge
Agreements. Create, incur, assume or suffer to exist obligations under any Hedge
Agreement other than any Hedge Agreement entered into in the ordinary course of business in order to manage existing or anticipated
interest rate, exchange rate or commodity price risks and not for speculative purposes.


 




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Article
XI



DEFAULT AND REMEDIES


 


SECTION 11.1   Events
of Default. Each of the following shall constitute an Event of Default:


 


(a)   Default
in Payment of Principal of Loans and LC Obligations. Any Borrower shall default in any payment of principal of any Revolving
Loan or LC Obligation when and as due (whether at maturity, by reason of acceleration or otherwise).


 


(b)   Other
Payment Default. Any Borrower or any other Credit Party shall default in the payment when and as due (whether at maturity,
by reason of acceleration or otherwise) of interest on any Revolving Loan or LC Obligation or the payment of any other Obligation,
and such default shall continue for a period of five (5) Business Days.


 


(c)   Misrepresentation.
Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Credit Party or any
Restricted Subsidiary thereof in this Agreement, in any other Loan Document, or in any document delivered in connection herewith
or therewith that is subject to materiality or Material Adverse Effect qualifications, shall be incorrect or misleading in any
respect when made or deemed made or any representation, warranty, certification or statement of fact made or deemed made by or
on behalf of any Credit Party or any Restricted Subsidiary thereof in this Agreement, any other Loan Document, or in any document
delivered in connection herewith or therewith that is not subject to materiality or Material Adverse Effect qualifications, shall
be incorrect or misleading in any material respect when made or deemed made.


 


(d)   Default
in Performance of Certain Covenants. Any Credit Party or any Restricted Subsidiary thereof shall default in the performance
or observance of any covenant or agreement contained in (i) Section 7.3, 9.3(a), 9.4, 9.12, 9.14,
9.15, 9.16(e) or Article X, (ii) Section 9.1 or 9.2(a) and such default shall continue for a
period of five (5) days, or (iii) Section 9.2(b) and such default shall continue for a period of two (2) Business Days.


 


(e)   Default
in Performance of Other Covenants and Conditions. Any Credit Party or any Restricted Subsidiary thereof shall default in the
performance or observance of any term, covenant, condition or agreement contained in this Agreement (other than as specifically
provided for in this Section 11.1) or any other Loan Document and such default shall continue for a period of thirty (30)
days after the earlier of (i) Administrative Agent’s delivery of written notice thereof to Borrower Representative and (ii)
a Responsible Officer of any Credit Party having obtained knowledge thereof.


 


(f)   Cross-Default.
Any Credit Party or any Restricted Subsidiary thereof shall (i) default in the payment of any Indebtedness (other than the Revolving
Loans or any LC Obligation) the aggregate principal amount of which is in excess of the Threshold Amount beyond the period of grace
if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or
performance of any other agreement or condition relating to any Indebtedness (other than the Revolving Loans or any LC Obligation)
the aggregate principal amount of which is in excess of the Threshold Amount or contained in any instrument or agreement evidencing,
securing or relating thereto 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)
to cause, with the giving of notice and/or lapse of time, if required, such Indebtedness in an aggregate principal amount greater
than the Threshold Amount to become due prior to its stated maturity (any applicable grace period having expired) or (iii) there
occurs under any Hedge Agreement an early termination date resulting from (A) any default or event of default under such Hedge
Agreement as to which any Credit Party or any Restricted Subsidiary is the defaulting party or (B) any termination event under
such Hedge Agreement as to which any Credit Party or any Restricted Subsidiary is an affected party and, in either event, the Hedge
Termination Value owed by such Credit Party or such Restricted Subsidiary as a result thereof is greater than the Threshold Amount.


 




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(g)   Change
in Control. Any Change in Control shall occur.


 


(h)   Voluntary
Bankruptcy Proceeding. Any Credit Party or any Restricted Subsidiary thereof shall (i) commence a voluntary case under any
Debtor Relief Laws, (ii) file a petition seeking, as a debtor or debtor-in-possession, to take advantage of any Debtor Relief Laws,
(iii) consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under
any Debtor Relief Laws, (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of,
or the taking of possession by, a receiver, interim receiver, receiver and manager, custodian, trustee, or liquidator of itself
or of a substantial part of its property, domestic or foreign, (v) admit in writing its inability to pay its debts as they become
due, (vi) make a general assignment for the benefit of creditors, or (vii) take any corporate action for the purpose of authorizing
any of the foregoing.


 


(i)   Involuntary
Bankruptcy Proceeding. A case or other proceeding shall be commenced (including the filing of
any notice of intention in respect thereof) against any Credit Party or any Restricted Subsidiary thereof in any court of
competent jurisdiction seeking (i) relief under any Debtor Relief Laws, or (ii) the appointment of a trustee, receiver, interim
receiver, receiver and manager, custodian, liquidator or the like for any Credit Party or any Restricted Subsidiary thereof or
for all or any substantial part of their respective assets, domestic or foreign, and such case or proceeding shall continue without
dismissal or stay for a period of sixty (60) consecutive days, or an order granting the relief requested in such case or proceeding
(including, but not limited to, an order for relief under any Debtor Relief Laws) shall be entered.


 


(j)   Failure
of Agreements. Any material provision of this Agreement or any material provision of any other Loan Document shall for any
reason cease to be valid and binding on any Credit Party or any Restricted Subsidiary thereof party thereto or any such Person
shall so state in writing, or any Loan Document shall for any reason cease to create a valid and perfected first priority Lien
(subject to Permitted Liens) on, or security interest in, any of the Collateral purported to be covered thereby, in each case other
than in accordance with the express terms hereof or thereof.


 


(k)   ERISA
Events. The occurrence of any of the following events: (i) any Credit Party or any ERISA Affiliate fails to make full payment
when due of all amounts which, under the provisions of any Pension Plan or any Multiemployer Plan or Sections 412, 430, 431 or
432 of the Code, any Credit Party or any ERISA Affiliate
is required to pay as contributions thereto and such unpaid amounts are in excess of the Threshold Amount, (ii) any Credit Party
fails to make full payment when due of all amounts which, under the provisions of any Canadian Pension Plan or any Canadian Multiemployer
Plan or Canadian Pension Laws, any Credit Party is required to pay as contributions thereto and such unpaid amounts are in excess
of the Threshold Amount or (iii) a Termination Event.


 


(l)   Subordination;
Intercreditor Agreement. (i) The subordination provisions of the documents evidencing or governing any Subordinated Indebtedness
in excess of the Threshold Amount, or provisions of the Intercreditor Agreement (or any other intercreditor agreement entered into
by Administrative Agent after the date hereof with respect to Indebtedness of the Credit Parties) (any such provisions, the “Intercreditor
Provisions”), shall, in whole or in any material part, terminate, cease to be effective or cease to be legally valid,
binding and enforceable against any holder of the applicable Indebtedness, except in each case to the extent permitted by the terms
of the applicable documentation or as otherwise agreed in writing by Administrative Agent; or (ii) any Borrower or any other Credit
Party shall disavow or contest in writing (A) the effectiveness, validity or enforceability of any of the Intercreditor Provisions,
(B) that the Intercreditor Provisions exist for the benefit of Administrative Agent and Lenders, or (C) in the case of Subordinated
Indebtedness referred to in clause (i) above, that all payments of principal of or premium and interest on the applicable
Subordinated Indebtedness, or realized from the liquidation of any property of any Credit Party, shall be subject to any of the
Intercreditor Provisions or in the case of any secured Indebtedness, that the Liens are subject to the priorities set forth in
the applicable Intercreditor Provisions.


 




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(m)   Judgment.
A judgment or order for the payment of money which causes the aggregate amount of all such judgments or orders (net of any amounts
paid or fully covered by independent third party insurance as to which the relevant insurance company does not dispute coverage)
to exceed the Threshold Amount shall be entered against any Credit Party or any Restricted Subsidiary thereof by any court and
such judgment or order shall continue without having been discharged, vacated or stayed for a period of thirty (30) consecutive
days after the entry thereof.


 


SECTION 11.2   Remedies.
Upon the occurrence of an Event of Default, with the consent of the Required Lenders, Administrative Agent may, or upon the request
of the Required Lenders, Administrative Agent shall, by notice to Borrower Representative:


 


(a)   Acceleration;
Termination of Credit Facility. Terminate the Commitments and declare the principal of and interest on the Revolving Loans
and the LC Obligations at the time outstanding, and all other amounts owed to the Lenders and to Administrative Agent under this
Agreement or any of the other Loan Documents (including, without limitation, all LC Obligations, whether or not the beneficiaries
of the then outstanding Letters of Credit shall have presented or shall be entitled to present the documents required thereunder)
and all other Obligations, to be forthwith due and payable, whereupon the same shall immediately become due and payable without
presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this
Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of any Borrower
to request borrowings or Letters of Credit thereunder; provided, that, upon the occurrence of an Event of Default
specified in Section 11.1(h) or (i) with respect to any Credit Party, the Credit Facility shall be automatically
terminated and all Obligations shall automatically become due and payable without presentment, demand, protest or other notice
of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or in any other Loan Document to
the contrary notwithstanding.


 


(b)   Letters
of Credit. With respect to all Letters 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 Borrowers shall at such time deposit in a Cash Collateral account
opened by Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts
held in such Cash Collateral account shall be applied by Administrative Agent to the payment of drafts drawn under such Letters
of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any,
shall be applied to repay the other US Secured Obligations on a pro rata basis. After all such Letters of Credit
shall have expired or been fully drawn upon, the LC Obligation shall have been satisfied and all other Secured Obligations shall
have been paid in full, the balance, if any, in such Cash Collateral account shall be returned to Borrower Representative.


 


(c)   General
Remedies. Exercise on behalf of the US Secured Parties and the Canadian Secured Parties, as applicable, all of its other rights
and remedies under this Agreement, the other Loan Documents and Applicable Law, in order to satisfy all of the Secured Obligations.


 




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SECTION 11.3   Rights
and Remedies Cumulative; Non-Waiver; etc.


 


(a)   The
enumeration of the rights and remedies of Administrative Agent and the Lenders set forth in this Agreement is not intended to be
exhaustive and the exercise by Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any
other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder
or under the other Loan Documents or that may now or hereafter exist at law or in equity or by suit or otherwise. No delay or failure
to take action on the part of Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise
thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No
course of dealing between the Credit Parties, Administrative Agent and the Lenders or their respective agents or employees shall
be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute
a waiver of any Event of Default.


 


(b)   Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder
and under the other Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and
proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Administrative Agent
in accordance with Section 11.2 for the benefit of all the Lenders, the Issuing Bank and Bank Product Providers; provided,
that, the foregoing shall not prohibit (i) Administrative Agent from exercising on its own behalf the rights and remedies
that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (ii) the
Issuing Bank or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity
as Issuing Bank or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (iii) any Lender from exercising
setoff rights in accordance with Section 13.4 (subject to the terms of Section 6.6), or (iv) any Lender from filing
proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit
Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as
Administrative Agent hereunder and under the other Loan Documents, then (A) the Required Lenders shall have the rights otherwise
ascribed to Administrative Agent pursuant to Section 11.2 and (B) in addition to the matters set forth in clauses (ii)
(iii) and (iv) of the preceding proviso and subject to Section 6.6, any Lender may, with the consent of Administrative
Agent, enforce any rights and remedies available to it and as authorized by Administrative Agent.


 


SECTION 11.4   Crediting
of Payments and Proceeds. In the event that the Obligations have been accelerated
pursuant to Section 11.2 or Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or
any other Loan Document, all payments received by the Lenders upon the Secured Obligations and all net proceeds from the enforcement
of the Secured Obligations shall be applied in accordance with Section 4.4. Notwithstanding the foregoing, Bank Product
Obligations shall be excluded from the application described above if Administrative Agent has not received written notice thereof,
together with such supporting documentation as Administrative Agent may request, from the applicable Bank Product Provider, as
the case may be. Each Bank Product Provider not a party to this Agreement that has given the notice contemplated by the preceding
sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent pursuant to
the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.


 


SECTION 11.5   Administrative
Agent May File Proofs of Claim. In case of the pendency of any proceeding under
any Debtor Relief Law or any other judicial proceeding relative to any Credit Party, Administrative Agent (irrespective of whether
the principal of any Revolving Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise
and irrespective of whether Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered
(but not obligated) by intervention in such proceeding or otherwise:


 


(a)   to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Revolving Loans, LC
Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable
in order to have the claims of the Lenders, the Issuing Bank and Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the Issuing Bank and Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders, the Issuing Bank and Administrative Agent under Sections 3.3, 6.3
and 13.3) allowed in such judicial proceeding; and


 




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(b)   to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, interim receiver, receiver and
manager, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized
by each Lender and the Issuing Bank to make such payments to Administrative Agent and, in the event that Administrative Agent shall
consent to the making of such payments directly to the Lenders and the Issuing Bank, to pay to Administrative Agent any amount
due for the reasonable compensation, expenses, disbursements and advances of Administrative Agent and its agents and counsel, and
any other amounts due Administrative Agent under Sections 3.3, 6.3 and 13.3.


 


SECTION 11.6   Credit
Bidding.


 


(a)   Based
upon the instruction of the Required Lenders, Administrative Agent, on behalf of itself and the Lenders, shall have the right to
credit bid and purchase for the benefit of Administrative Agent and the Lenders all or any portion of Collateral at any sale thereof
conducted by Administrative Agent under the provisions of the UCC or similar provisions under the
PPSA and the CCQ, including pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions
of the United States Bankruptcy Code (or any other Debtor Relief Law), including Section 363 thereof, or a sale under a plan of
reorganization, or at any other sale or foreclosure conducted by Administrative Agent (whether by judicial action or otherwise)
in accordance with Applicable Law.


 


(b)   Each
Lender hereby agrees that, except as otherwise provided in any Loan Documents or with the written consent of Administrative Agent
and the Required Lenders, it will not take any enforcement action, accelerate obligations under any Loan Documents, or exercise
any right that it might otherwise have under Applicable Law to credit bid at foreclosure sales, UCC sales or other similar dispositions
of Collateral.


 


SECTION 11.7   Judgment
Currency.


 


(a)   The
obligation of each Borrower to make payments of the principal of and interest on the Notes and the obligation of any such Person
to make payments of any other amounts payable hereunder or pursuant to any other Loan Document in the currency specified for such
payment shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment, which is expressed in or
converted into any other currency, except to the extent that such tender or recovery shall result in the actual receipt by each
of Administrative Agent and Lenders of the full amount of the applicable currency expressed to be payable pursuant to the applicable
Loan Document. Administrative Agent shall, using all amounts obtained or received from the applicable Borrower pursuant to any
such tender or recovery in payment of principal of and interest on the Obligations, promptly purchase the applicable currency at
the most favorable spot exchange rate determined by Administrative Agent to be available to it. The obligation of each Borrower
to make payments in the applicable currency shall be enforceable as an alternative or additional cause of action solely for the
purpose of recovering in the applicable currency the amount, if any, by which such actual receipt shall fall short of the full
amount of the currency expressed to be payable pursuant to the applicable Loan Document.


 




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(b)   Without
limiting Section 11.7(a), each Borrower shall indemnify and hold harmless Administrative Agent and the Lenders, as applicable,
against any loss incurred by Administrative Agent or any Lender as a result of any payment or recovery described in Section
11.7(a) and as a result of any variation having occurred in rates of exchange between the date of any such amount becoming
due under this Agreement or any other Loan Document and the date of actual payment thereof. The foregoing indemnity shall constitute
a separate and independent obligation of each Borrower and shall continue in full force and effect notwithstanding any such payment
or recovery.


 


Article
XII



ADMINISTRATIVE AGENT


 


SECTION 12.1   Appointment
and Authority.


 


(a)   Each
of the Lenders and the Issuing Bank hereby irrevocably appoints Wells Fargo to act on its behalf as Administrative Agent hereunder
and under the other Loan Documents and authorizes Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably
incidental thereto. Except to the extent expressly provided in Section 12.6, the provisions of this Article XII are
solely for the benefit of Administrative Agent, the Lenders and the Issuing Bank, and neither Holdings nor any Subsidiary thereof
shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term
“agent” herein or in any other Loan Documents (or any other similar term) with reference to Administrative Agent is
not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable
Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship
between contracting parties.


 


(b)   Administrative
Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including
in its capacity as a Bank Product Provider) and the Issuing Bank hereby irrevocably appoints and authorizes Administrative Agent
to act as the agent of such Lender and the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral
granted by any of the Credit Parties to secure any of the Secured Obligations, together with such powers and discretion as are
reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing
Loan Documents on behalf of the US Secured Parties or the Canadian Secured Parties, as applicable). In this connection, Administrative
Agent, as “collateral agent” and any co- agents, sub-agents and attorneys-in-fact appointed by Administrative Agent
pursuant to this Article XII for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof)
granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of Administrative Agent),
shall be entitled to the benefits of all provisions of Articles XII and XIII (including Section 13.3, as though
such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth
in full herein with respect thereto.


 


(c)   (i)
Hypothecary Representative. For greater certainty, and without limiting the powers of Administrative Agent, each of the
Canadian Secured Parties hereby irrevocably constitutes the Administrative Agent as the hypothecary representative within the meaning
of Article 2692 of the CCQ in order to hold hypothecs and security granted by any Canadian Credit Party on property pursuant to
the laws of the Province of Québec in order to secure obligations of any Canadian Credit Party hereunder and under the other
Loan Documents. The execution by Administrative Agent, acting as hypothecary representative prior to this Agreement of any deeds
of hypothec or other security documents is hereby ratified and confirmed.


 




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(d)   (ii)
Ratification of Hypothecary Representative by Successors and Assignees, Etc. The constitution of Administrative Agent as
hypothecary representative shall be deemed to have been ratified and confirmed by each Person accepting an assignment of, a participation
in or an arrangement in respect of, all or any portion of any Canadian Secured Parties’ rights and obligations under this
Agreement by the execution of an assignment, including an Assignment and Assumption or other agreement pursuant to which it becomes
such assignee or participant, and by each successor Administrative Agent by the compliance with such formalities pursuant to which
it becomes a successor Administrative Agent under this Agreement.


 


(e)   (iii)
Rights, Etc. of Hypothecary Representative. Administrative Agent acting as hypothecary representative shall have the same
rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of Administrative Agent in this
Agreement, which shall apply mutatis mutandis to the Administrative Agent acting as hypothecary representative.


 


SECTION 12.2     Rights
as a Lender. The Person serving as Administrative Agent hereunder shall have the same rights and powers in its capacity as
a Lender as any other Lender and may exercise the same as though it were not Administrative Agent and the term “Lender”
or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person
serving as Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from,
lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any
kind of business with any Borrower or any Subsidiary or other Affiliate thereof as if such Person were not Administrative Agent
hereunder and without any duty to account therefor to the Lenders.


 


SECTION 12.3     Exculpatory
Provisions.


 


(a)   Administrative
Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its
duties hereunder and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, Administrative
Agent:


 


(i)   shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is
continuing;


 


(ii)     shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that Administrative Agent is required to exercise as directed in writing
by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the
other Loan Documents), provided, that Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose Administrative Agent to liability or that is contrary to any Loan Document or
Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor
Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any
Debtor Relief Law; and


 


(iii)    shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for
the failure to disclose, any information relating to Holdings, the Borrowers or any of their respective Subsidiaries or Affiliates
that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity.


 


(b)   Administrative
Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as Administrative Agent shall believe in good faith
shall be necessary, under the circumstances as provided in Section 11.2 and Section 13.2) or (ii) in the absence
of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment.
Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing
such Default or Event of Default is given to Administrative Agent by Holdings, the US Borrower, a Lender or the Issuing Bank.


 




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(c)   Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of
the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of
Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other
agreement, instrument or document or (v) the satisfaction of any condition set forth in Article VII or elsewhere herein,
other than to confirm receipt of items expressly required to be delivered to Administrative Agent.


 


SECTION 12.4     Reliance
by Administrative Agent. Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person. Administrative Agent also may rely upon any statement made to it orally or by telephone and
believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance
with any condition hereunder to the making of a Revolving Loan, or the issuance, extension, renewal or increase of a Letter of
Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Bank, Administrative Agent may presume
that such condition is satisfactory to such Lender or the Issuing Bank unless Administrative Agent shall have received notice to
the contrary from such Lender or the Issuing Bank prior to the making of such Revolving Loan or the issuance of such Letter of
Credit. Administrative Agent may consult with legal counsel (who may be counsel for Holdings and the Borrowers), independent accountants
and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice
of any such counsel, accountants or experts.


 


SECTION 12.5     Delegation
of Duties. Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under
any other Loan Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any
such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related
Parties. The exculpatory provisions of this Article XII shall apply to any such sub- agent and to the Related Parties of
Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication
of the Credit Facility as well as activities as Administrative Agent. Administrative Agent shall not be responsible for the negligence
or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable
judgment that Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.


 


SECTION 12.6     Resignation
or Removal of Administrative Agent.


 


(a)   Administrative
Agent may at any time give notice of its resignation to the Lenders, the Issuing Bank and the US Borrower. Upon receipt of any
such notice of resignation, the Required Lenders shall have the right (subject to, unless an Event of Default has occurred and
is continuing at such time, the consent of Borrower Representative, which such consent shall not be unreasonably withheld or delayed)
to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office
in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment
within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be
agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may
(but shall not be obligated to), on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent meeting
the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance
with such notice on the Resignation Effective Date.


 




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(b)   If
the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the
Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to Borrower Representative and such Person,
remove such Person as Administrative Agent and (subject to, unless an Event of Default has occurred and is continuing at such time,
the consent of Borrower Representative, which such consent shall not be unreasonably withheld or delayed) appoint a successor.
If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty
(30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then
such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.


 


(c)   With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case
of any collateral security held by Administrative Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents,
the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative
Agent is appointed) and (2) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments,
communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by or to each
Lender and the Issuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent
as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative
Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed
Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The
fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrowers and such successor. After the retiring or removed Administrative Agent’s resignation
or removal hereunder and under the other Loan Documents, the provisions of this Article XII and Section 13.3 shall
continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent
was acting as Administrative Agent.


 


(d)   Any
resignation by, or removal of, Wells Fargo as Administrative Agent pursuant to this Section 12.6 shall also constitute its
resignation as Issuing Bank and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent
hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
Issuing Bank and Swingline Lender, (b) the retiring Issuing Bank and Swingline Lender shall be discharged from all of their respective
duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Bank shall issue letters of credit
in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory
to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of
Credit.


 




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SECTION 12.7     Non-Reliance
on Administrative Agent and Other Lenders. Each Lender and the Issuing Bank acknowledges that it has, independently and without
reliance upon Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the Issuing
Bank also acknowledges that it will, independently and without reliance upon Administrative Agent or any other Lender or any of
their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement
or any document furnished hereunder or thereunder.


 


SECTION 12.8     No
Other Duties, etc. Anything herein to the contrary notwithstanding, none of the syndication agents, documentation agents, co-agents,
arrangers or bookrunners listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement
or any of the other Loan Documents, except in its capacity, as applicable, as Administrative Agent, a Lender or the Issuing Bank
hereunder.


 


SECTION 12.9     Collateral
and Guaranty Matters.


 


(a)   Each
of the Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)
irrevocably authorize Administrative Agent, at its option and in its discretion:


 


(i)   to
release any Lien on any Collateral granted to or held by Administrative Agent, for the ratable benefit of the US Secured Parties
or the Canadian Secured Parties, as applicable, under any Loan Document (A) upon the payment in full of all Obligations (as provided
in Section 1.2(b)), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection
with any sale or other disposition permitted under the Loan Documents, or (C) if approved, authorized or ratified in writing in
accordance with Section 13.2;


 


(ii)     to
subordinate any Lien on any Collateral granted to or held by Administrative Agent under any Loan Document to the holder of any
Permitted Lien under Section 10.2(h); and


 


(iii)    to
release any US Guarantor or any Canadian Guarantor, as applicable, from its obligations under any Loan Documents (and to release
any Lien on the Collateral granted by such Person) if such Person ceases to be a Subsidiary as a result of a transaction permitted
under the Loan Documents.


 


Upon request by Administrative Agent at any time, the Required
Lenders will confirm in writing Administrative Agent’s authority to release or subordinate its interest in particular types
or items of property, or to release any US Guarantor or any Canadian Guarantor, as applicable, from its obligations under any Loan
Document (and to release any Lien on the Collateral granted by such US Guarantor or Canadian Guarantor) pursuant to this Section
12.9. In each case as specified in this Section 12.9, Administrative Agent will, at the applicable Borrower’s
expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence
the release of such item of Collateral from the assignment and security interest and hypothecs granted under the Security Documents
or to subordinate its interest in such item, or to release such US Guarantor or such Canadian Guarantor, as applicable, from its
obligations under any Loan Document in each case in accordance with the terms of the Loan Documents and this Section 12.9.
In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Asset
Disposition permitted pursuant to Section 10.5 or which is not an Asset Disposition by virtue of the last sentence of the
definition thereof and is not otherwise prohibited under the Loan Documents, the Liens created by any of the Security Documents
on such property shall be automatically released without need for further action by any person.


 




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(b)   Administrative
Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence,
value or collectability of the Collateral, the existence, priority or perfection of Administrative Agent’s Lien thereon,
or any certificate prepared by any Credit Party in connection therewith, nor shall Administrative Agent be responsible or liable
to the Lenders for any failure to monitor or maintain any portion of the Collateral.


 


SECTION 12.10     Bank
Products.


 


(a)   No
provider of Bank Products that obtains the benefits of Section 4.4 or any Collateral pursuant to the provisions hereof or
of any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder
or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral)
other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding
any other provision of this Article XII to the contrary, Administrative Agent shall not be required to verify the payment
of, or that other satisfactory arrangements have been made with respect to documents evidencing Bank Products unless Administrative
Agent has received written notice of such documents, together with such supporting documentation as Administrative Agent may request,
from such applicable provider of Bank Products.


 


(b)   Each
Bank Product Provider in its capacity as such shall be deemed a third party beneficiary hereof and of the provisions of the other
Loan Documents for purposes of any reference in a Loan Document to the parties for whom Administrative Agent is acting. Administrative
Agent hereby agrees to act as agent for such Bank Product Providers and, by virtue of entering into a Bank Product Agreement, the
applicable Bank Product Provider shall be automatically deemed to have appointed Administrative Agent as its agent and to have
accepted the benefits of the Loan Documents. It is understood and agreed that the rights and benefits of each Bank Product Provider
under the Loan Documents consist exclusively of such Bank Product Provider’s being a beneficiary of the Liens and security
interests (and, if applicable, guarantees) granted to Administrative Agent and the right to share in payments and collections out
of the Collateral as more fully set forth herein. In addition, each Bank Product Provider, by virtue of entering into a Bank Product
Agreement, shall be automatically deemed to have agreed that Administrative Agent shall have the right, but shall have no obligation,
to establish, maintain, modify, or release Reserves in respect of the Bank Product Obligations and that if Reserves are established
there is no obligation on the part of Administrative Agent to determine or insure whether the amount of any such reserve is appropriate
or not. In connection with any such distribution of payments or proceeds of Collateral, Administrative Agent shall be entitled
to assume no amounts are due or owing to any Bank Product Provider unless such Bank Product Provider has provided a written certification
(setting forth a reasonably detailed calculation) to Administrative Agent as to the amounts that are due and owing to it and such
written certification is received by Administrative Agent a reasonable period of time prior to the making of such distribution.
Administrative Agent shall have no obligation to calculate the amount due and payable with respect to any Bank Products, but may
rely upon the written certification of the amount due and payable from the applicable Bank Product Provider. In the absence of
an updated certification, Administrative Agent shall be entitled to assume that the amount due and payable to the applicable Bank
Product Provider is the amount last certified to Administrative Agent by such Bank Product Provider as being due and payable (less
any distributions made to such Bank Product Provider on account thereof). Credit Parties may obtain Bank Products from any Bank
Product Provider, although Credit Parties are not required to do so. Each Credit Party acknowledges and agrees that no Bank Product
Provider has committed to provide any Bank Products and that the providing of Bank Products by any Bank Product Provider is in
the sole and absolute discretion of such Bank Product Provider.


 




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SECTION 12.11     Field
Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information.


 


(a)   By
becoming a party to this Agreement, each Lender:


 


(i)   is
deemed to have requested that Administrative Agent furnish such Lender, promptly after it becomes available, a copy of each field
examination report respecting any Credit Party or its Subsidiaries (each, a “Report”) prepared by or at the
request of Administrative Agent, and Administrative Agent shall so furnish each Lender with such Reports,


 


(ii)     expressly
agrees and acknowledges that Administrative Agent does not (A) make any representation or warranty as to the accuracy of any Report,
and (B) shall not be liable for any information contained in any Report,


 


(iii)    expressly
agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Administrative Agent or other party
performing any field examination will inspect only specific information regarding each Credit Party and its Subsidiaries and will
rely significantly upon each Credit Party’s and its Subsidiaries’ books and records, as well as on representations
of Credit Parties’ personnel,


 


(iv)    agrees
to keep all Reports and other material, non-public information regarding each Credit Party and its Subsidiaries and their operations,
assets, and existing and contemplated business plans in a confidential manner in accordance with Section 13.11, and


 


(v)     without
limiting the generality of any other indemnification provision contained in this Agreement, agrees: (A) to hold Administrative
Agent and any other Lender preparing a Report harmless from any action the indemnifying Lender may take or fail to take or any
conclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations
that the indemnifying Lender has made or may make to Credit Parties, or the indemnifying Lender’s participation in, or the
indemnifying Lender’s purchase of, a loan or loans of Borrowers, and (B) to pay and protect, and indemnify, defend and hold
Administrative Agent, and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings,
damages, costs, expenses, and other amounts (including, reasonable documented attorneys’ fees and costs) incurred by Administrative
Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or
part of any Report through the indemnifying Lender.


 


(b)   In
addition to the foregoing, (i) any Lender may from time to time request of Administrative Agent in writing that Administrative
Agent provide to such Lender a copy of any report or document provided by any Credit Party or its Subsidiaries to Administrative
Agent that has not been contemporaneously provided by such Credit Party or such Subsidiary to such Lender, and, upon receipt of
such request, Administrative Agent promptly shall provide a copy of same to such Lender, (ii) to the extent that Administrative
Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from any Credit Party
or its Subsidiaries, any Lender may, from time to time, reasonably request Administrative Agent to exercise such right as specified
in such Lender’s notice to Administrative Agent, whereupon Administrative Agent promptly shall request of Borrowers the additional
reports or information reasonably specified by such Lender, and, upon receipt thereof from such Credit Party or such Subsidiary,
Administrative Agent promptly shall provide a copy of same to such Lender, and (iii) any time that Administrative Agent renders
to Borrowers a statement regarding the Loan Account, Administrative Agent shall send a copy of such statement to each Lender.


 




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SECTION 12.12     Intercreditor
Agreement.


 


(a)   Notwithstanding
anything herein to the contrary, the priority of the Liens granted to Administrative Agent in the Collateral pursuant to this Agreement
and the other Loan Documents and the exercise, after the occurrence and during the continuance of an Event of Default, of any right
or remedy by Administrative Agent or any Lender with respect to certain of the Collateral hereunder or under any other Loan Document
are subject to the provisions of the Intercreditor Agreement. In the event of any direct and irreconcilable conflict between the
terms of the Intercreditor Agreement and this Agreement with respect to (i) the priority of Liens granted to Administrative Agent
in the Collateral pursuant to this Agreement and the other Loan Documents or (ii) the rights of Administrative Agent or any Lender
under this Agreement with respect to certain Collateral after the occurrence and during the continuance of an Event of Default,
the terms of the Intercreditor Agreement shall govern and control. Any reference in this Agreement or any other Loan Document to
“first priority lien” or words of similar effect in describing the Liens created hereunder or under any other Loan
Document shall be understood to refer to such priority as set forth in the Intercreditor Agreement.


 


(b)   Nothing
in this Section 12.12 shall be construed to provide that any Credit Party is a third party beneficiary of the provisions
of the Intercreditor Agreement other than as expressly set forth therein and each Credit Party (i) agrees that, except as expressly
otherwise provided in the Intercreditor Agreement, nothing in the Intercreditor Agreement is intended or shall impair the obligation
of any Credit Party to pay the obligations under this Agreement or any other Loan Document as and when the same become due and
payable in accordance with their respective terms, or to affect the relative rights of the creditors of any Credit Party, other
than Administrative Agent and the Lenders as between themselves and (ii) agrees that it shall not use such violation as a defense
to any enforcement of remedies otherwise made in accordance with the terms of this Agreement and the other Loan Documents by Administrative
Agent or any Lender or assert such violation as a counterclaim or basis for set-off or recoupment against Administrative Agent
or any Lender and agrees to abide by the terms of this Agreement and to keep, observe and perform the several matters and things
herein intended to be kept, observed and performed by it.


 


(c)   In
furtherance of the foregoing, notwithstanding anything to the contrary set forth herein, prior to the payment in full of the Term
Loan Obligations and termination of all commitments to lend under the Term Loan Documents, to the extent that any Credit Party
is required to (i) give physical possession over any Term Loan Priority Collateral to Administrative Agent under this Agreement
or the other Loan Documents, such requirement to give possession shall be satisfied if such Collateral is delivered to and held
by the Term Loan Agent pursuant to the Intercreditor Agreement and (ii) take any other action with respect to the Collateral or
any proceeds thereof, including delivery of such Collateral or proceeds thereof to Administrative Agent, such action shall be deemed
satisfied to the extent undertaken with respect to the Term Loan Agent.


 


(d)   Each
Lender and Issuing Bank irrevocably (i) consents to the terms and conditions of any Intercreditor Agreement, (ii) authorizes and
directs Administrative Agent to execute and deliver such Intercreditor Agreement, in each case, on behalf of such Lender or such
Issuing Bank and to take all actions (and execute all documents) required (or deemed advisable) by it in accordance with the terms
of such Intercreditor Agreement, in each case, and without any further consent, authorization or other action by such Lender or
such Issuing Bank, (iii) agrees that, upon the execution and delivery thereof, such Lender and such Issuing Bank will be bound
by the provisions of such Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions
of such Intercreditor Agreement, and (iv) agrees that no Lender or Issuing Bank shall have any right of action whatsoever against
Agent as a result of any action taken by Agent pursuant to this Section or in accordance with the terms of any Intercreditor Agreement.
Each Lender hereby further irrevocably authorizes and directs Administrative Agent to enter into such amendments, supplements or
other modifications to any Intercreditor Agreement as are approved by Administrative Agent and the Required Lenders (except as
to any amendment that expressly requires the approval of all Lenders as set forth herein); provided, that, Administrative
Agent may execute and deliver such amendments, supplements and modifications thereto as are contemplated by such Intercreditor
Agreement in connection with any extension, renewal, refinancing or replacement of this Agreement or any refinancing of the Obligations,
in each case, on behalf of such Lender and Issuing Bank and without any further consent, authorization or other action by any Lender
or Issuing Bank. Administrative Agent shall have the benefit of each of the provisions of Article XII with respect to all
actions taken by it pursuant to this Section 12.12 or in accordance with the terms of an Intercreditor Agreement.


 




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Article
XIII



MISCELLANEOUS


 


SECTION 13.1     Notices.


 


(a)   Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in clause (b) below), all notices and other communications provided for herein shall be in writing and shall
be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows:


 


If to any Borrower:


 


Beacon Sales Acquisition, Inc.

One Lakeland Park Drive

Peabody, Massachusetts 01960


Attention of: Joseph M. Nowicki

Executive Vice President and Chief Financial Officer


Telephone No.: (571) 323-3940


Facsimile No.: (703) 437-1919


 


With copies to:


 


Beacon Roofing Supply, Inc.


5244 River Road


Bethesda, Maryland 20816


Attention of: Ross Cooper


Telephone No.: (301) 272-2123


Facsimile No.: (301) 272-2125


 


If to Wells Fargo as Administrative Agent:


 


Wells Fargo Bank, National Association


One South Broad Street,


Mail Code Y1375-031,


Philadelphia, Pennsylvania 19107


Attention of: Portfolio Manager - Beacon


Telephone No.: (267) 321-6696


Facsimile No.: (267) 321-6741


 




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If to any Lender:


 


To the address set forth on the Register


 


Notices sent by hand or overnight courier service, or mailed
by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to
have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been
given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications
to the extent provided in clause (b) below, shall be effective as provided in said clause (b).


 


(b)   Electronic
Communications. Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished
by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Administrative
Agent, provided, that the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant to Article
II if such Lender or the Issuing Bank, as applicable, has notified Administrative Agent that is incapable of receiving notices
under such Article by electronic communication. Administrative Agent or Borrower Representative may, in its discretion, agree to
accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided,
that approval of such procedures may be limited to particular notices or communications. Unless Administrative Agent otherwise
prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt
of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall
be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause
(i) of notification that such notice or communication is available and identifying the website address therefor; provided,
that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during
the normal business hours of the recipient, such notice, email or other communication shall be deemed to have been sent at the
opening of business on the next business day for the recipient.


 


(c)   Administrative
Agent’s Office. Administrative Agent hereby designates its office located at the address set forth above, or any subsequent
office which shall have been specified for such purpose by written notice to the Borrowers and Lenders, as Administrative Agent’s
Office referred to herein, to which payments due are to be made and at which Revolving Loans will be disbursed and Letters of Credit
requested.


 


(d)   Change
of Address, Etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder
by notice to the other parties hereto.


 


(e)   Platform.


 


(i)   Each
Credit Party agrees that Administrative Agent may, but shall not be obligated to, make the Credit Party Materials available to
the Issuing Bank and the other Lenders by posting the Communications on the Platform.


 




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(ii)     The
Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the
accuracy or completeness of the Credit Party Materials or the adequacy of the Platform, and expressly disclaim liability for errors
or omissions in the Credit Party Materials. No warranty of any kind, express, implied or statutory, including, without limitation,
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 Credit Party Materials or the Platform. In no event shall
Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to
any Credit Party, any Lender or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind (whether
in tort, contract or otherwise) arising out of any Credit Party’s or Administrative Agent’s transmission of communications
through the Internet (including, without limitation, the Platform), except to the extent that such losses, claims, damages, liabilities
or expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Agent Party; provided ̧ that in no event shall any Agent Party have any liability
to any Credit Party, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive
damages, losses or expenses (as opposed to actual damages, losses or expenses).


 


(f)   Private
Side Designation. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all
times have selected the “Private Side Information” or similar designation on the content declaration screen of the
Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures
and Applicable Law, including United States Federal and state securities Applicable Laws, to make reference to Credit Party Materials
that are not made available through the “Public Side Information” portion of the Platform and that may contain material
non-public information with respect to the Credit Parties or their respective securities for purposes of United States Federal
or state securities Applicable Laws.


 


SECTION 13.2     Amendments,
Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement
or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given
by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by Administrative
Agent with the consent of the Required Lenders) and delivered to Administrative Agent and, in the case of an amendment, signed
by the Borrowers; provided, that no amendment, waiver or consent shall:


 


(a)   without
the prior written consent of the Required Lenders, amend, modify or waive (i) Section 7.2 or any other provision of this
Agreement if the effect of such amendment, modification or waiver is to require the Lenders (pursuant to, in the case of any such
amendment to a provision hereof other than Section 7.2, any substantially concurrent request by Borrower Representative
for a borrowing of Revolving Loans or the Canadian Borrower for a borrowing of Canadian Revolving Loans) to make Revolving Loans
when such Lenders would not otherwise be required to do so, (ii) the amount of the Swingline Commitment or (iii) the amount of
the LC Commitment;


 


(b)   increase
the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11.2) or the amount of Revolving
Loans of any Lender, in any case, without the written consent of such Lender;


 


(c)   waive,
extend or postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments)
of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without
the written consent of each Lender directly and adversely affected thereby;


 




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(d)   reduce
the principal of, or the rate of interest specified herein on, any Revolving Loan or LC Obligation, or (subject to clause (iv)
of the proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other Loan Document without
the written consent of each Lender directly and adversely affected thereby; provided, that only the consent of the
Required Lenders shall be necessary (i) to waive any obligation of the Borrowers to pay interest at the rate set forth in Section
6.1(c) during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (or any defined term
used therein) even if the effect of such amendment would be to reduce the rate of interest on any Revolving Loan or LC Obligation
or to reduce any fee payable hereunder;


 


(e)   (i)
change Section 4.4 or Section 11.4 in a manner that would alter the pro rata sharing of payments or order of application
required thereby or (ii) change Section 4.4 or any other applicable provision of this Agreement in a manner that would alter
the agreement of Administrative Agent to distribute to each Lender payments from the Borrowers for the account of such Lender received
by Administrative Agent, in each case without the written consent of each Lender directly and adversely affected thereby;


 


(f)   except
as otherwise permitted by this Section 13.2 change any provision of this Section or reduce the percentages specified in
the definitions of “Required Lenders,” or “Supermajority Lenders” or any other provision hereof specifying
the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination
or grant any consent hereunder, without the written consent of each Lender;


 


(g)   modify
the provisions of Section 2.3(d) so as to increase the amount of optional Overadvances or, except as provided therein, the
time period for which an optional Overadvance may remain outstanding without the written consent of each Lender;


 


(h)   increase
any advance rate percentage set forth in the definition of “Borrowing Base” without the written consent of each Lender
or otherwise change the definition of the term “Borrowing Base” or any component definition thereof if as a result
thereof the amounts available to be borrowed by the Borrowers would be increased without the written consent of the Supermajority
Lenders, provided, that, the foregoing shall not limit the discretion of Administrative Agent to change, establish
or eliminate any Reserves;


 


(i)   consent
to the assignment or transfer by any Credit Party of such Credit Party’s rights and obligations under any Loan Document to
which it is a party (except as permitted pursuant to Section 10.4), in each case, without the written consent of each Lender;


 


(j)   release
(i) Holdings, (ii) any US Borrower or Canadian Borrower, (iii) all of the US Guarantors, (iv) all of the Canadian Guarantors, (v)
US Guarantors comprising substantially all of the credit support for the US Secured Obligations or the Canadian Secured Obligations
or (vi) Canadian Guarantors comprising substantially all of the credit support for the Canadian Secured Obligations, in any case,
from any Guaranty Agreement (other than as authorized in Section 12.9), without the written consent of each Lender;


 


(k)   except
as expressly permitted herein or in any other Loan Document, subordinate the Obligations or the Liens granted under the Security
Documents to any other Indebtedness or Lien, as the case may be, without the written consent of each Lender; or


 


(l)   release
all or substantially all of the Collateral or release any Security Document (other than as authorized in Section 12.9 or
as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written
consent of each Lender;


 




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provided, further, that (i) no amendment,
waiver or consent shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above, affect the
rights or duties of the Issuing Bank under this Agreement or any Letter of Credit Application relating to any Letter of Credit
issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender
in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment,
waiver or consent shall, unless in writing and signed by Administrative Agent in addition to the Lenders required above, affect
the rights or duties of Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letter may be amended,
or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (v) Administrative Agent and
Borrower Representative shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective
without any further action or consent of any other party to any Loan Document) if Administrative Agent and Borrower Representative
shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of
such Lender.


 


Notwithstanding anything in this Agreement to the contrary,
each Lender hereby irrevocably authorizes Administrative Agent on its behalf, and without further consent, to enter into amendments
or modifications to this Agreement (including, without limitation, amendments to this Section 13.2) or any of the other
Loan Documents or to enter into additional Loan Documents as Administrative Agent reasonably deems appropriate in order to effectuate
the terms of Section 6.13 (including, without limitation, as applicable, (1) to permit the Incremental Commitments to share
ratably in the benefits of this Agreement and the other Loan Documents and (2) to include the Incremental Commitments in any determination
of (i) Required Lenders or (ii) similar required lender terms applicable thereto); provided, that no amendment or
modification shall result in any increase in the amount of any Lender’s Commitment or any increase in any Lender’s
Commitment Percentage, in each case, without the written consent of such affected Lender.


 


Notwithstanding anything to the contrary in this Agreement or
any other Loan Document, no Bank Product Provider in such capacity shall have any voting or approval rights hereunder (or be deemed
a Lender) solely by virtue of its status as the provider or holder of such agreements or products or the Obligations owing thereunder,
nor shall the consent of any such provider or holder be required (other than in their capacities as Lenders, to the extent applicable)
for any matter hereunder or under any of the other Loan Documents, including as to any matter relating to the Collateral or the
release of Collateral or any Credit Party.


 


SECTION 13.3     Expenses;
Indemnity.


 


(a)   Costs and Expenses. The Borrowers
and each other Credit Party, jointly and severally, shall pay (i) all reasonable and documented out of pocket expenses incurred
by Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for Administrative
Agent) in connection with the syndication of the Credit Facility, the preparation, negotiation, execution, delivery and administration
of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) exclusive of out-of-pocket costs and
expenses, all of Administrative Agent’s customary fees and charges imposed or incurred in connection with this Agreement
and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), including, without limitation, for background checks or OFAC/PEP
searches, with respect to the disbursement of funds or the receipt of funds to or for the account of any Credit Party, or resulting
from the dishonor of checks, or for field examinations or visits (subject to the limitations in Section 9.12), (iii) all
reasonable and documented out of pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal
or extension of any Letter of Credit or any demand for payment thereunder and (iv) all reasonable and documented out of pocket
expenses incurred by Administrative Agent, any Lender or the Issuing Bank (including the fees, charges and disbursements of any
counsel for Administrative Agent, any Lender or the Issuing Bank), in connection with the enforcement or protection of its rights
(A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 13.3, or (B)
in connection with the Revolving Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Revolving Loans or Letters of Credit; provided, that
no Canadian Credit Party shall have responsibility for any costs and expenses payable pursuant to this Section 13.3(a) that
relate exclusively to the US Credit Parties.


 




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(b)   Indemnification.
The Borrowers and each other Credit Party, jointly and severally, shall indemnify Administrative Agent (and any sub-agent thereof),
each Arranger, each Lender, the Issuing Bank, the Swingline Lender and each Related Party of any of the foregoing Persons (each
such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or
reimburse any such Indemnitee for, any and all losses, claims (including, without limitation, any Environmental Claims), damages,
liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by
any Indemnitee or asserted against any Indemnitee by any Person (including the Borrowers or any other Credit Party), other than
such Indemnitee and its Related Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of
this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties
hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby
(including, without limitation, the Transactions), (ii) any Revolving Loan or Letter of Credit or the use or proposed use of the
proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged
presence or release of Hazardous Materials on or from any property owned or operated by any Credit Party or any Subsidiary thereof,
or any Environmental Claim related in any way to any Credit Party or any Subsidiary thereof, (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory,
whether brought by a third party or by any Credit Party or any Subsidiary thereof, and regardless of whether any Indemnitee is
a party thereto, or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other
proceeding (whether or not Administrative Agent, any Arranger or any Lender is a party thereto) and the prosecution and defense
thereof, arising out of or in any way connected with the Revolving Loans, this Agreement, any other Loan Document, or any documents
contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation,
reasonable attorneys and consultant’s fees; provided, that such indemnity shall not, as to any Indemnitee,
be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee or (B) result from a claim brought by any Credit Party or any Subsidiary thereof against an Indemnitee for breach
in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Credit Party or such Subsidiary
has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction;
provided, further, that no Canadian Credit Party shall have responsibility for any payments and reimbursements
payable pursuant to this Section 13.3(b) that relate exclusively to the US Credit Parties. This Section 13.3(b) shall
not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.


 




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(c)   Reimbursement
by Lenders. To the extent that the Borrowers for any reason fails to indefeasibly pay any amount required under clause (a)
or (b) of this Section 13.3 to be paid by it to Administrative Agent (or any sub-agent thereof), any Arranger, the
Issuing Bank, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to Administrative
Agent (or any such sub-agent), such Arranger, the Issuing Bank, the Swingline Lender or such Related Party, as the case may be,
such Lender’s Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment
is sought based on each Lender’s share of the Total Outstandings at such time, or if the Total Outstandings has been reduced
to zero, then based on such Lender’s share of the Total Outstandings immediately prior to such reduction) of such unpaid
amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided, that, with respect
to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the Lenders shall
be required to pay such unpaid amounts, such payment to be made severally among them based on such Lender’s Commitment Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Commitments have
been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that
the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against Administrative Agent (or any such sub-agent), such Arranger, the Issuing Bank or the Swingline Lender in its
capacity as such, or against any Related Party of any of the foregoing acting for Administrative Agent (or any such sub-agent),
such Arranger, Issuing Bank or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this
clause (c) are subject to the provisions of Section 6.7.


 


(d)   Waiver
of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, no party hereto shall assert, and each party
hereto hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Revolving
Loan or Letter of Credit or the use of the proceeds thereof, provided, that nothing in this paragraph shall limit any Credit Party’s
indemnity and reimbursement obligations as set forth herein (including the Credit Parties’ indemnity and reimbursement obligations
to indemnify an Indemnitee for special, indirect, consequential or punitive damages that are included in any third party claim
in connection with which such Indemnitee is entitled to indemnification hereunder). No Indemnitee referred to in clause (b)
above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed
by it through telecommunications, electronic or other information transmission systems as provided in and in connection with this
Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.


 


(e)   Payments.
All amounts due under this Section 13.3 shall be payable promptly after demand therefor.


 


(f)   Survival.
Each party’s obligations under this Section 13.3 shall survive the termination of the Loan Documents and payment of
the obligations hereunder.


 


SECTION 13.4     Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Bank, the Swingline Lender
and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted
by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever
currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Bank, the
Swingline Lender or any such Affiliate to or for the credit or the account of the Borrowers or any other Credit Party against any
and all of the obligations of the Borrowers or such Credit Party now or hereafter existing under this Agreement or any other Loan
Document to such Lender, the Issuing Bank or the Swingline Lender or any of their respective Affiliates, irrespective of whether
or not such Lender, the Issuing Bank, the Swingline Lender or any such Affiliate shall have made any demand under this Agreement
or any other Loan Document and although such obligations of the Borrowers or such Credit Party may be contingent or unmatured or
are owed to a branch or office of such Lender, the Issuing Bank, the Swingline Lender or such Affiliate different from the branch,
office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any
Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to Administrative
Agent for further application in accordance with the provisions of Section 11.4 and, pending such payment, shall be segregated
by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent, the Issuing Bank,
the Swingline Lender and the Lenders, and (b) the Defaulting Lender shall provide promptly to 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 Issuing Bank, the Swingline Lender and their respective Affiliates under this Section 13.4
are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Bank, the Swingline
Lender or their respective Affiliates may have. Each Lender, the Issuing Bank and the Swingline Lender agrees to notify the Borrowers
and 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.


 




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SECTION 13.5     Governing
Law; Jurisdiction, Etc.


 


(a)   Governing
Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) SHALL
BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.


 


(b)   Submission
to Jurisdiction. Each Borrower and each other Credit Party irrevocably and unconditionally agrees that it will not commence
any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise,
against Administrative Agent, any Lender, the Issuing Bank, the Swingline Lender, or any Related Party of the foregoing in any
way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than
the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District
of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to
the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard
and determined in such New York State court or, to the fullest extent permitted by Applicable Law, in such federal court. Each
of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in
any other Loan Document shall affect any right that Administrative Agent, any Lender, the Issuing Bank or the Swingline Lender
may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Borrower
or any other Credit Party or its properties in the courts of any jurisdiction.


 


(c)   Waiver
of Venue. Each Borrower and each other Credit Party irrevocably and unconditionally waives, to the fullest extent permitted
by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out
of or relating to this Agreement or any other Loan Document in any court referred to in clause (b) of this Section 13.5.
Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.


 




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(d)   Service
of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 13.1.
Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by Applicable
Law.


 


SECTION 13.6     Waiver
of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.6.


 


SECTION 13.7     Reversal
of Payments. To the extent any Credit Party makes a payment or payments to Administrative Agent for the ratable benefit of
the Lenders or Administrative Agent receives any payment or proceeds of the Collateral which payments or proceeds or any part thereof
are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver
or any other party under any Debtor Relief Law, other Applicable Law or equitable cause, then, to the extent of such payment or
proceeds repaid, the Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect
as if such payment or proceeds had not been received by Administrative Agent.


 


SECTION 13.8     Injunctive
Relief. The Borrowers recognize that, in the event the Borrowers fail to perform, observe or discharge any of its obligations
or liabilities under this Agreement, any remedy of law may prove to be inadequate relief to the Lenders. Therefore, the Borrowers
agree that the Lenders, at the Lenders’ option, shall be entitled to temporary and permanent injunctive relief in any such
case without the necessity of proving actual damages.


 


SECTION 13.9     Accounting
Matters. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in
any Loan Document, and either the Borrowers or the Required Lenders shall so request, Administrative Agent, the Lenders and the
Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of
such change in GAAP (subject to the approval of the Required Lenders); provided, that, until so amended, (a) such
ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) the Borrowers shall
provide to Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving
effect to such change in GAAP.


 


SECTION 13.10     Successors
and Assigns; Participations.


 


(a)   Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that no Borrower nor any other Credit Party may assign or
otherwise transfer any of its rights or obligations hereunder without the prior written consent of Administrative Agent and each
Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance
with the provisions of clause (b) of this Section 13.10, (ii) by way of participation in accordance with the provisions
of clause (d) of this Section 13.10 or (iii) by way of pledge or assignment of a security interest subject to the
restrictions of clause (e) of this Section 13.10 (and any other attempted assignment or transfer by any party hereto
shall be null and void). 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
(d) of this Section 13.10 and, to the extent expressly contemplated hereby, the Related Parties of each of Administrative
Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 




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(b)   Assignments
by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its US Commitment, its Canadian Commitment and the Revolving Loans at the time owing
to it); provided, that, in each case with respect to any Credit Facility, any such assignment shall be subject to
the following conditions:


 


(i)   Minimum
Amounts.


 


(A)     In
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Revolving Loans
at the time owing to it (in each case with respect to any Credit Facility) or contemporaneous assignments to related Approved Funds
that equal at least the amount specified in clause (b)(i)(B) of this Section 13.10 in the aggregate or in the case
of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and


 


(B)     in
any case not described in clause (b)(i)(A) of this Section 13.10, the aggregate amount of the Commitment (which for
this purpose includes Revolving Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal
outstanding balance of the Revolving Loans of the assigning Lender subject to each such assignment (determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date”
is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 in the case of any assignment
in respect of the Credit Facility, unless each of Administrative Agent and, so long as no Event of Default has occurred and is
continuing, Borrower Representative otherwise consents (each such consent not to be unreasonably withheld or delayed); provided,
that, Borrower Representative shall be deemed to have given its consent ten (10) Business Days after the date written notice
thereof (specifying the time period within which Borrower Representative may respond) has been delivered to Borrower Representative
by the assigning Lender (through Administrative Agent) unless such consent is expressly refused by Borrower Representative on or
before such tenth (10th) Business Day;


 


(ii)     Proportionate
Amounts. Each partial assignment by an assigning Lender shall include a ratable portion of its US Revolving Loans and Canadian
Revolving Loans, and a ratable portion of its US Commitment and Canadian Commitment; and no assignment may be made of all or any
portion of a Lender’s US Commitment without an assignment of the same percentage of its Canadian Commitment and no assignment
may be made of all or any portion of a Lender’s Canadian Commitment without an assignment of the same percentage of its US
Commitment;


 


(iii)    Required
Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of this
Section 13.10 and, in addition:


 


(A)     the
consent of Borrower Representative (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event
of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of
a Lender or an Approved Fund; provided, that Borrower Representative shall be deemed to have consented to any such
assignment unless it shall object thereto by written notice to Administrative Agent within ten (10) Business Days after having
received written notice thereof (specifying the time period within which Borrower Representative may respond);


 




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(B)     the
consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in
respect of the Credit Facility if such assignment is to a Person that immediately before giving effect to such assignment is not
a Lender with a US Commitment or a Canadian Commitment, as applicable, an Affiliate of such Lender or an Approved Fund with respect
to such Lender; and


 


(C)     the
consents of each Issuing Bank and the Swingline Lender shall be required.


 


(iv)    Assignment
and Assumption. The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee of $3,500 for each assignment; provided, that (A) only one such fee
will be payable in connection with simultaneous assignments to two or more related Approved Funds by a Lender and (B) Administrative
Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee,
if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.


 


(v)     No
Assignment to Certain Persons. No such assignment shall be made to (A) any Borrower or any Subsidiaries or Affiliates of any
Borrower, (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute
any of the foregoing Persons described in this clause (B), or (C) any Disqualified Institution.


 


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


 


(vii)   Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such
assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to 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 Borrower Representative and Administrative Agent, the applicable Commitment Percentage
of Revolving Loans previously requested, but not funded by, the Defaulting Lender, to each of which the applicable assignee and
assignor hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender
to Administrative Agent, the Issuing Bank, the Swingline Lender and each other Lender hereunder (and interest accrued thereon),
and (B) acquire (and fund as appropriate) its full Commitment Percentage of all Revolving Loans and participations in Letters of
Credit and Swingline Loans in accordance with its Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment
of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with
the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes
of this Agreement until such compliance occurs.


 




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Subject to acceptance and recording thereof by Administrative
Agent pursuant to clause (c) of this Section 13.10, from and after the effective date specified in each Assignment
and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 6.8,
6.9, 6.10, 6.11 and 13.3 with respect to facts and circumstances occurring prior to the effective date
of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment
by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s
having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does
not comply with this paragraph 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 (d) of this Section 13.10.


 


(c)   Register.
Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the US Borrower, shall maintain at one of its
offices in the United States, a copy of each Assignment and Assumption and each Lender Joinder Agreement delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amounts of (and stated
interest on) the Revolving Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).
The entries in the Register shall be conclusive, absent demonstrable error, and the US Borrower, Administrative Agent and the Lenders
shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes
of this Agreement. The Register shall be available for inspection by Borrower Representative and any Lender (but only to the extent
of entries in the Register that are applicable to such Lender), at any reasonable time and from time to time upon reasonable prior
notice.


 


(d)   Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrowers or Administrative Agent, sell participations to
any Person (other than a natural Person or a Borrower or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment
and/or the Revolving Loans owing to it); provided, that (i) such Lender’s obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Borrowers, Administrative Agent, the Issuing Bank, the Swingline Lender 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.
For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 13.3(c) with respect to any
payments made by such Lender to its Participant(s).


 


Any agreement or instrument pursuant to which a Lender sells
such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided, that such agreement or instrument may provide
that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or modification
described in the first proviso to Section 13.2 that affects such Participant. The Borrowers agree that each Participant
shall be entitled to the benefits of Sections 6.9, 6.10 and 6.11 (subject to the requirements and limitations
therein, including the requirements under Section 6.11(g) (it being understood that the documentation required under Section
6.11(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to clause (b) of this Section 13.10; provided, that such Participant (A) agrees
to be subject to the provisions of Section 6.12 as if it were an assignee under clause (b) of this Section 13.10;
and (B) shall not be entitled to receive any greater payment under Sections 6.10 or 6.11, with respect to any participation,
than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment
results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a
participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to
effectuate the provisions of Section 6.12(b) with respect to any Participant. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 13.4 as though it were a Lender; provided, that such Participant
agrees to be subject to Section 6.6 as though it were a Lender.


 




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Each Lender that sells a 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 amounts of (and stated interest on) each Participant’s interest in the Revolving Loans or other
obligations under the Loan Documents (the “Participant Register”); provided, that no Lender shall
have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any
information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under
any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan,
letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.
The entries in the Participant Register shall be conclusive absent demonstrable error, and such Lender shall treat each Person
whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have
no responsibility for maintaining a Participant Register.


 


(e)   Certain
Pledges. Any Lender may at any time pledge or assign a security interest or grant a hypothec in all or any portion of its rights
under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations
to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee or beneficiary for such Lender as a party hereto.


 


SECTION 13.11     Treatment
of Certain Information; Confidentiality. Each of Administrative Agent, the Lenders and the Issuing Bank agrees to maintain
the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to
its and its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by, or
required to be disclosed to, any rating agency, or regulatory or similar authority purporting to have jurisdiction over such Person
or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners),
(c) to the extent required by Applicable Laws or regulations, by any order of a court or administrative agency, to establish any
appropriate defenses or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise
of any remedies under this Agreement, under any other Loan Document or under any Bank Product Agreement, or any action or proceeding
relating to this Agreement, any other Loan Document or any Bank Product Agreement, or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as those of this Section 13.11, to (i) any assignee
of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement
or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments
are to be made by reference to any Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis
to (i) any rating agency in connection with rating Holdings or its Subsidiaries or the Credit Facility or (ii) the CUSIP Service
Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Credit Facility,
(h) with the consent of Borrower Representative, (i) to Gold Sheets and other similar bank trade publications, such information
to consist of deal terms and other information customarily found in such publications, and including the publication of “tombstones”
by the Arrangers (after prior notice to the Administrative Agent and Borrower Representative), (j) to the extent such Information
(i) becomes publicly available other than as a result of a breach of this Section 13.11 or (ii) becomes available to Administrative
Agent, any Lender, the Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than Holdings
or the Borrowers or (k) to governmental regulatory authorities in connection with any regulatory examination of Administrative
Agent or any Lender or in accordance with Administrative Agent’s or any Lender’s regulatory compliance policy if Administrative
Agent or such Lender deems necessary for the mitigation of claims by those authorities against Administrative Agent or such Lender
or any of its subsidiaries or affiliates. For purposes of this Section 13.11, “Information” means all
information received from any Credit Party or any Subsidiary thereof relating to any Credit Party or any Subsidiary thereof or
any of their respective businesses, other than any such information that is available to Administrative Agent, any Lender or the
Issuing Bank on a nonconfidential basis prior to disclosure by any Credit Party or any Subsidiary thereof; provided, that,
in the case of information received from a Credit Party or any Subsidiary thereof after the date hereof, such information is clearly
identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided
in this Section 13.11 shall be considered to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.


 




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SECTION 13.12     Performance
of Duties. Each of the Credit Party’s obligations under this Agreement and each of the other Loan Documents shall be
performed by such Credit Party at its sole cost and expense.


 


SECTION 13.13     All
Powers Coupled with Interest. All powers of attorney and other authorizations granted to the Lenders, Administrative Agent
and any Persons designated by Administrative Agent or any Lender pursuant to any provisions of this Agreement or any of the other
Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as any of the Obligations remain unpaid
or unsatisfied, any of the Commitments remain in effect or the Credit Facility has not been terminated.


 


SECTION 13.14     Survival.


 


(a)   All
representations and warranties set forth in Article VIII and all representations and warranties contained in any certificate,
or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection with
any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties
made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made
as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement,
any investigation made by or on behalf of the Lenders or any borrowing hereunder.


 


(b)   Notwithstanding
any termination of this Agreement, the indemnities to which Administrative Agent and the Lenders are entitled under the provisions
of this Article XIII and any other provision of this Agreement and the other Loan Documents shall continue in full force
and effect and shall protect Administrative Agent and the Lenders against events arising after such termination as well as before.


 


SECTION 13.15     Titles
and Captions. Titles and captions of Articles, Sections and subsections in, and the table of contents of, this Agreement are
for convenience only, and neither limit nor amplify the provisions of this Agreement.


 


SECTION 13.16     Severability
of Provisions. Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating
the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such
provision in any other jurisdiction.


 




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SECTION 13.17     Counterparts;
Integration; Effectiveness; Electronic Execution.


 


(a)   Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement
and the other Loan Documents, and any separate letter agreements with respect to fees payable to Administrative Agent, the Issuing
Bank, the Swingline Lender and/or the Arrangers, constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.
Except as provided in Section 7.1, this Agreement shall become effective when it shall have been executed by Administrative
Agent and when Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each
of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic
(i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this
Agreement.


 


(b)   Electronic
Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like
import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of
a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the
Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or
any other similar state laws based on the Uniform Electronic Transactions Act.


 


SECTION 13.18     Term
of Agreement. This Agreement shall remain in effect from the Closing Date through and including the date upon which all Obligations
(other than contingent indemnification obligations not then due) arising hereunder or under any other Loan Document shall have
been paid and satisfied in full, all Letters of Credit have been terminated or expired (or been Cash Collateralized) and the Commitment
and the Canadian Commitment have been terminated. No termination of this Agreement shall affect the rights and obligations of the
parties hereto arising prior to such termination or in respect of any provision of this Agreement which survives such termination.


 


SECTION 13.19     USA
PATRIOT Act. Administrative Agent and each Lender hereby notifies the Borrowers that pursuant to the requirements of the PATRIOT
Act and Canadian AML Laws, each of them is required to obtain, verify and record information that identifies each Credit Party,
which information includes the name and address of each Credit Party and other information that will allow such Lender to identify
each Credit Party in accordance with the PATRIOT Act and applicable Canadian AML Laws.


 


SECTION 13.20     Independent
Effect of Covenants. The Borrowers expressly acknowledge and agree that each covenant contained in Articles IX or X
shall be given independent effect. Accordingly, the Borrowers shall not engage in any transaction or other act otherwise permitted
under any covenant contained in Articles IX or X, before or after giving effect to such transaction or act, the Borrowers
shall or would be in breach of any other covenant contained in Articles IX or X.


 


SECTION 13.21     Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such
funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under each
Guaranty Agreement in respect of Hedge Obligations (provided, that, each Qualified ECP Guarantor shall only be liable
under this Section 13.21 for the maximum amount of such liability that can be hereby incurred without rendering its obligations
under this Section 13.21, or otherwise under each Guaranty Agreement, voidable under Applicable Law relating to fraudulent
conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this
Section shall remain in full force and effect until payment in full of the Obligations. Each Qualified ECP Guarantor intends that
this Section 13.21 constitute, and this Section 13.21 shall be deemed to constitute, a “keepwell, support,
or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity
Exchange Act.


 




    	166 



     


    

 


SECTION 13.22     Inconsistencies
with Other Documents. In the event there is a conflict or inconsistency between this Agreement and any other Loan Document,
the terms of this Agreement shall control (unless such other loan Document is the Intercreditor Agreement, in which case the terms
of the Intercreditor Agreement shall control); provided, that any provision of the Security Documents which imposes
additional burdens on Holdings or any of its Subsidiaries or further restricts the rights of Holdings or any of its Subsidiaries
or gives Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with this Agreement
and shall be given full force and effect.


 


[Signature pages to follow]


 


 


 




    	167 



     


    

 


 






 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed under seal by their duly authorized officers, all as of the day and year first written above.


 


	 	BEACON ROOFING SUPPLY, INC., 
	 	as Holdings
	 	 	 
	 	By:	/s/ Joseph M. Nowicki
	 	Name: Joseph M. Nowicki
	 	Title: Executive Vice President, Chief Financial Officer and
    Treasurer
	 	 	 
	 	BEACON SALES ACQUISITION, INC., 
	 	as a US Borrower
	 	 	 
	 	By:	/s/ Joseph M. Nowicki
	 	Name: Joseph M. Nowicki
	 	Title: Executive Vice President, Chief Financial Officer and
    Treasurer
	 	 	 
	 	BEACON LEADERSHIP ACQUISITION II, LLC, 
	 	as a US Borrower
	 	 	 
	 	By:	/s/ Joseph M. Nowicki
	 	Name: Joseph M. Nowicki
	 	Title: Executive Vice President, Chief Financial Officer and Treasurer
	 	 	 
	 	ROOFING SUPPLY GROUP, LLC, 
	 	as a US Borrower
	 	By: CDRR Holding, Inc., its sole member
	 	 	 
	 	By:	/s/ Joseph M. Nowicki
	 	Name: Joseph M. Nowicki
	 	Title: Executive Vice President, Chief Financial Officer and Treasurer
	 	 	 
	 	CDRR Holding, Inc., 
	 	as a US Borrower
	 	 	 
	 	By:	/s/ Joseph M. Nowicki
	 	Name: Joseph M. Nowicki
	 	Title: Executive Vice President, Chief Financial Officer and Treasurer


  


Signature Page to Credit Agreement


 




     


     


    

 


	 	Roofing Supply Group (Texas), Inc., 
	 	as a US Borrower
	 	 	 
	 	By:	/s/ Joseph M. Nowicki
	 	Name: Joseph M. Nowicki
	 	Title: Executive Vice President, Chief Financial Officer and
    Treasurer
	 	 	 
	 	Roofing Supply Finance, Inc., 
	 	as a US Borrower
	 	 	 
	 	By:	/s/ Joseph M. Nowicki
	 	Name: Joseph M. Nowicki
	 	Title: Executive Vice President, Chief Financial Officer and Treasurer
	 	 	 
	 	Roofing Supply, LLC, 
	 	Austin Roofer’s Supply, LLC, 
	 	Dallas-Fort Worth Roofing Supply, LLC, 
	 	Fort Worth Roofing Supply, LLC, 
	 	each a US Borrower
	 	By: Roofing Supply Group (Texas), Inc., sole member
	 	 	 
	 	By:	/s/ Joseph M. Nowicki
	 	Name: Joseph M. Nowicki
	 	Title: Executive Vice President, Chief Financial Officer and
    Treasurer


 


Signature Page to Credit Agreement


 




     


     


    

 


	 	Roofing Supply of Arizona, LLC
	 	Las Vegas Roofing Supply, LLC
	 	Roofing Supply Group – California, LLC
	 	Roofing Supply Group of Oklahoma, LLC
	 	Roofing Supply Group Orlando, LLC
	 	Roofing Supply Group – Fresno, LLC
	 	Roofing Supply Transportation, LLC
	 	Roofing Supply of Arizona – East Valley, LLC
	 	Roofing Supply of Arizona – Tucson, LLC
	 	Roofing Supply Group – Southern California, LLC
	 	Roofing Supply Group – Bay Area, LLC
	 	Roofing Supply of Colorado, LLC
	 	Roofing Supply Group–Kansas City, LLC
	 	North Louisiana Roofing Supply, LLC
	 	Roofing Supply Group - Louisiana, LLC
	 	Roofing Supply Group – Omaha, LLC
	 	Roofing Supply of New Mexico, LLC
	 	Roofing Supply of Tennessee, LLC
	 	Roofing Supply of Nashville, LLC
	 	Roofing Supply Group St. Louis, LLC
	 	Roofing Supply Group of Cleveland, LLC
	 	Roofing Supply Group of Pittsburgh, LLC
	 	Roofing Supply Group Utah, LLC
	 	Roofing Supply Group San Diego, LLC
	 	Roofing Supply Group of Columbus, LLC
	 	Roofing Supply of Atlanta, LLC
	 	Roofing Supply of Charlotte, LLC
	 	Roofing Supply Group-Greensboro, LLC
	 	Roofing Supply Group – Cincinnati, LLC
	 	Roofing Supply of Columbia, LLC
	 	Roofing Supply Group of Virginia, LLC
	 	Roofing Supply Group – Tampa, LLC
	 	Roofing Supply Group – Polk County, LLC
	 	Roofing Supply Group – Raleigh, LLC
	 	Roofing Supply Group – Kentucky, LLC
	 	Roofing Supply Group – Washington, LLC
	 	Roofing Supply Group – Alabama, LLC
	 	Roofing Supply Group – Tuscaloosa, LLC
	 	each a US Borrower
	 	By: Roofing Supply Group, LLC, its sole member
	 	By: CDRR Holding, Inc. its sole member 
	 	 
	 	By:	/s/ Joseph M. Nowicki
	 	Name: Joseph M. Nowicki
	 	Title: Executive Vice President, Chief Financial Officer and
    Treasurer


 


Signature Page to Credit Agreement


 




     


     


    

  


	 	BEACON ROOFING SUPPLY CANADA COMPANY, as Canadian Borrower
	 	 
	 	By:	/s/ Joseph M. Nowicki
	 	Name: Joseph M. Nowicki
	 	Title: Executive Vice President, Chief Financial Officer and
    Treasurer


 


Signature Page to
Credit Agreement


 




     


     


    




 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as Administrative Agent, Swingline Lender, Issuing Bank and US Lender
	 	 	 
	 	By:	/s/ Sean Mullaney
	 	Name:	Sean Mullaney
	 	Title:	Its Authorized Signatory


 


[Signature Page to
Credit Agreement]


 




     


     


    

  


	 	WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as Swingline Lender,
Issuing Bank and Canadian Lender
	 	 	 
	 	By:	/s/ David G. Phillips
	 	Name:	David G. Phillips
	 	Title:	Credit Officer, Canada
	 	 	Wells Fargo Capital Finance Corporation Canada


 


[Signature Page to
Credit Agreement]


 




     


     


    

 


	 	CITIBANK, N.A., as Lender
	 	 	 
	 	By:	/s/ Christopher Marino
	 	Name:	Christopher Marino
	 	Title:	Vice President and Director


 


[Signature Page to
Credit Agreement]


 




     


     


    

  


	 	BANK OF AMERICA, N.A., as Lender
	 	 	 
	 	By:	/s/ Nancy E Donohue
	 	Name:	Nancy E Donohue
	 	Title:	SVP


 


[Signature Page to
Credit Agreement]


 




     


     


    

  


	 	BRANCH BANKING AND TRUST COMPANY,
	 	as Lender
	 	 	 
	 	By:	/s/ Jeff Skalka
	 	Name: 	Jeff Skalka
	 	Title: 	Vice President


 


[Signature Page to
Credit Agreement]


 




     


     


    

  


	 	JPMORGAN CHASE BANK, N.A., as Issuing Bank
	 	 	 
	 	By:	/s/ John Lee
	 	Name:	John Lee
	 	Title:	Authorized Officer


 


[Signature Page to
Credit Agreement]


 




     


     


    

  


	 	JPMORGAN CHASE BANK, N.A., as Lender
	 	 	 
	 	By:	/s/ John Lee
	 	Name:	John Lee
	 	Title:	Authorized Officer


 


[Signature Page to
Credit Agreement]


 




     


     


    

  


	 	SUNTRUST BANK, as Lender
	 	 	 
	 	By:	/s/ Ryan Jones
	 	Name:	Ryan Jones
	 	Title:	Vice President


 


[Signature Page to
Credit Agreement]


 




     


     


    

  


	 	TD BANK, N.A., as Lender
	 	 	 
	 	By:	/s/ Andrew D. Loughlin
	 	Name:	Andrew D. Loughlin
	 	Title: 	VP – Credit Management


 


[Signature Page to
Credit Agreement]


 




     


     


    

  


	 	U.S. BANK NATIONAL ASSOCIATION, as Lender
	 	 	 
	 	By:	/s/ Lynne Ciaccia
	 	Name:	Lynne Ciaccia
	 	Title:	Authorized Officer


 


[Signature Page to
Credit Agreement]


 




     


     


    




 


EXHIBIT A-1

to

Credit Agreement

dated as of October 1, 2015

by and among

Beacon Roofing Supply, Inc.,

as Holdings,

Beacon Sales Acquisition, Inc.

Beacon Leadership Acquisition II, LLC

Roofing Supply Group, LLC

and

the Subsidiaries of Holdings parties thereto

as US Borrowers,

Beacon Roofing Supply Canada Company,

as Canadian Borrower,

the lenders party thereto,

as Lenders,

and

Wells Fargo Bank, National Association,

as Administrative Agent


 


FORM OF US REVOLVING CREDIT NOTE


 




     


     


    

  


US REVOLVING CREDIT NOTE


 


	$______________	____________  __, 20__


 


FOR VALUE RECEIVED the undersigned US Borrowers
(as defined herein) jointly and severally promise to pay to ____________________ (the “Lender”), at the place and times
provided in the Credit Agreement referred to below the principal sum of ____________ DOLLARS ($____________) or, if less, the unpaid
principal amount of all US Revolving Loans made by the Lender from time to time pursuant to that certain Credit Agreement, dated
as of October 1, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)
by and among Beacon Roofing Supply, Inc., a Delaware corporation (“Holdings”), Beacon Sales Acquisition, Inc., a Delaware
corporation (“Sales”), Beacon Leadership Acquisition II, LLC, a Delaware limited liability company (“BLA”),
Roofing Supply Group, LLC, a Delaware limited liability company (“RSG”), certain Subsidiaries of Holdings signatories
hereto (such Subsidiaries, collectively with Sales, BLA and RSG, “US Borrowers”), Beacon Roofing Supply Canada Company,
an unlimited liability company organized under the laws of Nova Scotia, the Lenders party thereto and Wells Fargo Bank, National
Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto
in the Credit Agreement.


 


This is a “US Revolving Credit Note”
to which reference is made in the Credit Agreement and is subject to all terms and provisions thereof. The unpaid principal amount
of this US Revolving Credit Note from time to time outstanding is payable as provided in the Credit Agreement and shall bear interest
as provided in Section 6.1 of the Credit Agreement. All payments of principal and interest on this US Revolving Credit Note shall
be payable in Dollars in immediately available funds as provided in the Credit Agreement.


 


This US Revolving Credit Note is entitled
to the benefits of, and evidences US Obligations incurred under, the Credit Agreement, to which reference is made for a description
of the security for this US Revolving Credit Note and for a statement of the terms and conditions on which the US Borrowers are
permitted and required to make prepayments and repayments of principal of the US Obligations evidenced by this US Revolving Credit
Note and on which such US Obligations may be declared to be immediately due and payable


 


THIS US REVOLVING CREDIT NOTE SHALL BE GOVERNED
BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING WITHOUT LIMITATION SECTIONS 5-1401
AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.


 


The Indebtedness evidenced by this US Revolving
Credit Note is senior in right of payment to all Subordinated Indebtedness referred to in the Credit Agreement


 


Each US Borrower hereby waives all requirements
as to diligence, presentment, demand of payment, protest and (except as required by the Credit Agreement) notice of any kind with
respect to this US Revolving Credit Note.


 




     


     


    

  


IN WITNESS WHEREOF, the undersigned have
executed this US Revolving Credit Note under seal as of the day and year first above written.


 


	 	[US BORROWERS]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to US Credit Revolving Note]


 




     


     


    

  


EXHIBIT A-2

to

Credit Agreement

dated as of October 1, 2015

by and among

Beacon Roofing Supply, Inc.,

as Holdings,

Beacon Sales Acquisition, Inc.

Beacon Leadership Acquisition II, LLC

Roofing Supply Group, LLC

and

the Subsidiaries of Holdings parties thereto

as US Borrowers,

Beacon Roofing Supply Canada Company,

as Canadian Borrower,

the lenders party thereto,

as Lenders,

and

Wells Fargo Bank, National Association,

as Administrative Agent


 


FORM OF CANADIAN REVOLVING CREDIT NOTE


 




     


     


    

  


CANADIAN REVOLVING CREDIT NOTE


 


	$_____________	____________  __, 20__


 


FOR VALUE RECEIVED, the undersigned BEACON
ROOFING SUPPLY CANADA COMPANY, an unlimited liability company organized under the laws of Nova Scotia (the “Canadian Borrower”)
promises to pay to ___________ (the “Lender”), at the place and times provided in the Credit Agreement referred to
below, the principal sum of the US Dollar Equivalent of __________ DOLLARS ($_________) or, if less, the unpaid principal amount
of all Canadian Revolving Loans made by the Lender from time to time pursuant to that certain Credit Agreement, dated as of October
1, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and
among Beacon Roofing Supply, Inc., a Delaware corporation (“Holdings”), Beacon Sales Acquisition, Inc., a Delaware
corporation, Beacon Leadership Acquisition II, LLC, a Delaware limited liability company, Roofing Supply Group, LLC, a Delaware
limited liability company, certain Subsidiaries of Holdings, the Canadian Borrower, the Lenders party thereto and Wells Fargo Bank,
National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned
thereto in the Credit Agreement.


 


This is a “Canadian Revolving Credit
Note” to which reference is made in the Credit Agreement and is subject to all terms and provisions thereof. The unpaid principal
amount of this Canadian Revolving Credit Note from time to time outstanding is payable as provided in the Credit Agreement and
shall bear interest as provided in Section 6.1 of the Credit Agreement. All payments of principal and interest on this Canadian
Revolving Credit Note shall be payable in the applicable currency in immediately available funds as provided in the Credit Agreement.


 


This Canadian Revolving Credit Note is entitled
to the benefits of, and evidences Canadian Obligations incurred under, the Credit Agreement, to which reference is made for a description
of the security for this Canadian Revolving Credit Note and for a statement of the terms and conditions on which the Canadian Borrower
is permitted and required to make prepayments and repayments of principal of the Canadian Obligations evidenced by this Canadian
Revolving Credit Note and on which such Canadian Obligations may be declared to be immediately due and payable.


 


THIS CANADIAN REVOLVING CREDIT NOTE SHALL
BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES


 


The Indebtedness evidenced by this Canadian
Revolving Credit Note is senior in right of payment to all Subordinated Indebtedness referred to in the Credit Agreement.


 


The Canadian Borrower hereby waives all
requirements as to diligence, presentment, demand of payment, protest and (except as required by the Credit Agreement) notice of
any kind with respect to this Canadian Revolving Credit Note.


 




     


     


    

  


IN WITNESS WHEREOF, the undersigned has
executed this Canadian Revolving Credit Note under seal as of the day and year first above written.


 


	 	BEACON ROOFING SUPPLY CANADA COMPANY
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Canadian Revolving Credit
Note (Project Leadership)]


 




     


     


    

  


EXHIBIT A-3

to

Credit Agreement

dated as of October 1, 2015

by and among

Beacon Roofing Supply, Inc.,

as Holdings,

Beacon Sales Acquisition, Inc.

Beacon Leadership Acquisition II, LLC

Roofing Supply Group, LLC

and

the Subsidiaries of Holdings parties thereto

as US Borrowers,

Beacon Roofing Supply Canada Company,

as Canadian Borrower,

the lenders party thereto,

as Lenders,

and

Wells Fargo Bank, National Association,

as Administrative Agent


 


FORM OF US SWINGLINE NOTE


 




     


     


    

  


US SWINGLINE NOTE


 


	$_______________	___________  __, 20__


 


FOR VALUE RECEIVED the undersigned US Borrowers
(as defined herein) jointly and severally promise to pay to WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”),
at the place and times provided in the Credit Agreement referred to below, the principal sum of [___________] DOLLARS ($____________)
or, if less, the unpaid principal amount of all US Swingline Loans made by the Lender from time to time pursuant to that certain
Credit Agreement, dated as of October 1, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”) by and among Beacon Roofing Supply, Inc., a Delaware corporation (“Holdings”), Beacon
Sales Acquisition, Inc., a Delaware corporation (“Sales”), Beacon Leadership Acquisition II, LLC, a Delaware limited
liability company (“BLA”), Roofing Supply Group, LLC, a Delaware limited liability company (“RSG”), certain
Subsidiaries of Holdings signatories hereto (such Subsidiaries, collectively with Sales, BLA and RSG, “US Borrowers”),
Beacon Roofing Supply Canada Company, an unlimited liability company organized under the laws of Nova Scotia, the Lenders party
thereto and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein
shall have the meanings assigned thereto in the Credit Agreement.


 


This is a “US Swingline Note”
to which reference is made in the Credit Agreement and is subject to all terms and provisions thereof. The unpaid principal amount
of this US Swingline Note from time to time outstanding is payable as provided in the Credit Agreement and shall bear interest
as provided in Section 6.1 of the Credit Agreement. All payments of principal and interest on this US Swingline Note shall be payable
in Dollars in immediately available funds as provided in the Credit Agreement.


 


This US Swingline Note is entitled to the
benefits of, and evidences US Obligations incurred under the Credit Agreement, to which reference is made for a description of
the security for this US Swingline Note and for a statement of the terms and conditions on which the US Borrowers are permitted
and required to make prepayments and repayments of principal of the US Obligations evidenced by this US Swingline Note and on which
such US Obligations may be declared to be immediately due and payable.


 


THIS US SWINGLINE NOTE SHALL BE GOVERNED
BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THESTATEOF NEW YORK, INCLUDING WITHOUT LIMITATION SECTIONS
5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.


 


The Indebtedness evidenced by this US Swingline
Note is senior in right of payment to all Subordinated Indebtedness referred to in the Credit Agreement.


 


Each US Borrower hereby waives all requirements
as to diligence, presentment, demand of payment, protest and (except as required by the Credit Agreement) notice of any kind with
respect to this US Swingline Note.


 




     


     


    

  


IN WITNESS WHEREOF, the undersigned have
executed this US Swingline Note under seal as of the day and year first above written.


 


	 	[US BORROWERS]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to US Swingline Note]


 




     


     


    

  


EXHIBIT A-4

to

Credit Agreement

dated as of October 1, 2015

by and among

Beacon Roofing Supply, Inc.,

as Holdings,

Beacon Sales Acquisition, Inc.

Beacon Leadership Acquisition II, LLC

Roofing Supply Group, LLC

and

the Subsidiaries of Holdings parties thereto

as US Borrowers,

Beacon Roofing Supply Canada Company,

as Canadian Borrower,

the lenders party thereto,

as Lenders,

and

Wells Fargo Bank, National Association,

as Administrative Agent


 


FORM OF CANADIAN SWINGLINE NOTE


 




     


     


    

  


CANADIAN SWINGLINE NOTE


 


	$_____________	___________  __, 20__


 


FOR VALUE RECEIVED the undersigned BEACON
ROOFING SUPPLY CANADA COMPANY, an unlimited liability company organized under the laws of Nova Scotia (the “Canadian Borrower”),
promises to pay to WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), at the place and times provided in the Credit
Agreement referred to below, the principal sum of the US Dollar Equivalent of ________________________ ($___________) or, if less,
the unpaid principal amount of all Canadian Swingline Loans made by the Lender from time to time pursuant to that certain Credit
Agreement, dated as of October 1, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”) by and among Beacon Roofing Supply, Inc., a Delaware corporation (“Holdings”), Beacon Sales Acquisition,
Inc., a Delaware corporation, Beacon Leadership Acquisition II, LLC, a Delaware limited liability company, Roofing Supply Group,
LLC, a Delaware limited liability company, certain Subsidiaries of Holdings, the Canadian Borrower, the Lenders party thereto and
Wells Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have
the meanings assigned thereto in the Credit Agreement.


 


This is a “Canadian Swingline Note”
to which reference is made in the Credit Agreement and is subject to all terms and provisions thereof. The unpaid principal amount
of this Canadian Swingline Note from time to time outstanding is payable as provided in the Credit Agreement and shall bear interest
as provided in Section 6.1 of the Credit Agreement. All payments of principal and interest on this Canadian Swingline Note shall
be payable in the applicable currency in immediately available funds as provided in the Credit Agreement.


 


This Canadian Swingline Note is entitled
to the benefits of, and evidences Canadian Obligations incurred under the Credit Agreement, to which reference is made for a description
of the security for this Canadian Swingline Note and for a statement of the terms and conditions on which the Canadian Borrower
is permitted and required to make prepayments and repayments of principal of the Canadian Obligations evidenced by this Canadian
Swingline Note and on which such Canadian Obligations may be declared to be immediately due and payable.


 


THIS CANADIAN SWINGLINE NOTE SHALL BE GOVERNED
BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION SECTIONS 5-1401
AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.


 


The Indebtedness evidenced by this Canadian
Swingline Note is senior in right of payment to all Subordinated Indebtedness referred to in the Credit Agreement.


 


The Canadian Borrower hereby waives all
requirements as to diligence, presentment, demand of payment, protest and (except as required by the Credit Agreement) notice of
any kind with respect to this Canadian Swingline Note.


 




     


     


    

  


IN WITNESS WHEREOF, the undersigned has
executed this Canadian Swingline Note under seal as of the day and year first above written.


 


	 	BEACON ROOFING SUPPLY CANADA COMPANY 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Canadian Swingline Note]


 




     


     


    

  


EXHIBIT B

to

Credit Agreement

dated as of October 1, 2015

by and among

Beacon Roofing Supply, Inc.,

as Holdings,

Beacon Sales Acquisition, Inc.

Beacon Leadership Acquisition II, LLC

Roofing Supply Group, LLC

and

the Subsidiaries of Holdings parties thereto

as US Borrowers,

Beacon Roofing Supply Canada Company,

as Canadian Borrower,

the lenders party thereto,

as Lenders,

and

Wells Fargo Bank, National Association,

as Administrative Agent


 


FORM OF NOTICE OF BORROWING


 




     


     


    

  


NOTICE OF BORROWING


 


Dated as of: _____________


 


Wells Fargo Bank, National Association,

as Administrative Agent

One Boston Place, 18th Floor

Boston, Massachusetts 02108

Attention: Portfolio Manager – Beacon Roofing Supply


 


Ladies and Gentlemen:


 


This irrevocable Notice of Borrowing is
delivered to you pursuant to Section 2.3 of the Credit Agreement dated as of October 1, 2015 (as amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), by and among Beacon Roofing Supply, Inc., a Delaware
corporation (“Holdings”), Beacon Sales Acquisition, Inc., a Delaware corporation, Beacon Leadership Acquisition II,
LLC, a Delaware limited liability company, Roofing Supply Group, LLC, a Delaware limited liability company, certain Subsidiaries
of Holdings, Beacon Roofing Supply Canada Company, an unlimited liability company organized under the laws of Nova Scotia (the
“Canadian Borrower”), the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent.
Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.


 


1.The Borrower Representative, on behalf
of the [US Borrowers][Canadian Borrower], hereby requests that the Lenders make a [US Revolving Loan][US Swingline Loan][Canadian
Revolving Loan][Canadian Swingline Loan] to the [US Borrowers][Canadian Borrower] denominated in [US/Canadian] Dollars in the aggregate
principal [US Dollar Equivalent] amount of $ ____________. (Complete with an amount in accordance with Section 2.3 of the Credit
Agreement.)


 


2.The Borrower Representative, on behalf
of the [US Borrowers][Canadian Borrower], hereby requests that such Revolving Loan(s) be made on the following Business Day: _____________.
(Complete with a Business Day in accordance with Section 2.3 of the Credit Agreement for Revolving Loans or Swingline Loans).


 


3.The Borrower Representative, on behalf
of the [US Borrowers][Canadian Borrower], hereby requests that such Revolving Loan(s) bear interest at the following interest rate,
plus the Applicable Margin, as set forth below:


 


	Component of Loan1	Interest Rate	Interest Period (LIBOR Rate only)
	 	[US Base Rate, Canadian Base Rate, LIBOR Rate or Canadian BA Rate]2	 


 


 


 






1
Complete with the Dollar amount or Canadian Dollar amount, as applicable, of that portion of the overall Revolving Loan requested
that is to bear interest at the selected interest rate and/or Interest Period (e.g. for a $20,000,000 US Revolving Loan, $5,000,000
may be requested at the US Base Rate, $8,000,000 may be requested at LIBOR with an interest period of three months and $7,000,000
may be requested at LIBOR with an interest period of one month).


 


2
Complete with (i) the US Base Rate or the LIBOR Rate for US Revolving Loans, (ii) the Canadian Base Rate, Canadian BA Rate (if
denominated in Canadian Dollars) or the LIBOR Rate (if denominated in US Dollars) for Canadian Revolving Loans, (iii) the US Base
Rate for US Swingline Loans, or (iv) the Canadian Base Rate for Canadian Swingline Loans.


 




     


     


    

  


4.The aggregate principal amount of
all Revolving Loans and LC Obligations outstanding as of the date hereof (including the Revolving Loan(s) requested herein) does
not exceed the maximum amount permitted to be outstanding pursuant to the terms of the Credit Agreement.


 


5.All of the conditions applicable to
the Revolving Loan(s) requested herein as set forth in the Credit Agreement have been satisfied as of the date hereof and will
remain satisfied to the date of such Revolving Loan.


 


[Signature Page Follows]


 




     


     


    

  


IN WITNESS WHEREOF, the undersigned has
executed this Notice of Borrowing as of the day and year first written above.


 


	 	BEACON ROOFING SUPPLY, INC., 
	 	as Borrower Representative
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Notice of Borrowing]


 






     


     


    







 


EXHIBIT C

to

Credit Agreement

dated as of October 1, 2015

by and among

Beacon Roofing Supply, Inc.,

as Holdings,

Beacon Sales Acquisition, Inc.

Beacon Leadership Acquisition II, LLC

Roofing Supply Group, LLC

and

the Subsidiaries of Holdings parties thereto

as US Borrowers,

Beacon Roofing Supply Canada Company,

as Canadian Borrower,

the lenders party thereto,

as Lenders,

and

Wells Fargo Bank, National Association,

as Administrative Agent


 


FORM OF NOTICE OF CONVERSION/CONTINUATION


 




     


     


    

 


NOTICE OF CONVERSION/CONTINUATION


 


Dated as of: _________________


 


Wells Fargo Bank, National Association,

  as Administrative Agent

One Boston Place, 18th Floor

Boston, Massachusetts 02108

Attention: Portfolio Manager – Beacon Roofing Supply


 


Ladies and Gentlemen:


 


This irrevocable Notice of Conversion/Continuation
(this “Notice”) is delivered to you pursuant to Section 6.2 of the Credit Agreement dated as of October 1, 2015 (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Beacon
Roofing Supply, Inc., a Delaware corporation (“Holdings”), Beacon Sales Acquisition, Inc., a Delaware corporation,
Beacon Leadership Acquisition II, LLC, a Delaware limited liability company, Roofing Supply Group, LLC, a Delaware limited liability
company, certain Subsidiaries of Holdings, Beacon Roofing Supply Canada Company, an unlimited liability company organized under
the laws of Nova Scotia, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized
terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.


 


1.          The
Revolving Loan to which this Notice relates is [a US Revolving Loan][a Canadian Revolving Loan]. (Delete as applicable.)


 


2.          This
Notice is submitted for the purpose of: (Check one and complete applicable information in accordance with the Credit Agreement.)


 


	____	 	Converting all or a portion of a [_______] Loan into a [______] Loan
	 	 	 	 	 
	 	 	Outstanding principal balance:	 	[$][C$] ___________________
	 	 	Principal amount to be converted:	 	[$][C$] ___________________
	 	 	Requested effective date of conversion:	 	______________________
	 	 	[Last day of the current Interest Period:	 	______________________]
	 	 	[Requested new Interest Period:	 	______________________]
	 	 	 	 	 
	____	 	Continuing all or a portion of a [______] Loan as a [______] Loan
	 	 	 	 	 
	 	 	Outstanding principal balance:	 	[$][C$] ___________________
	 	 	Principal amount to be continued:	 	[$][C$] ___________________
	 	 	Last day of the current Interest Period:	 	______________________
	 	 	Requested effective date of continuation:	 	______________________
	 	 	Requested new Interest Period:	 	______________________


 




     


     


    

  


3.          The
aggregate principal amount of all Revolving Loans and LC Obligations outstanding as of the date hereof does not exceed the maximum
amount permitted to be outstanding pursuant to the terms of the Credit Agreement.


 


[Signature Page Follows]


 




     


     


    

 


IN WITNESS WHEREOF, the undersigned has
executed this Notice of Conversion/Continuation as of the day and year first written above.


 


	 	BEACON ROOFING SUPPLY, INC.,
	 	as Borrower Representative
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Notice of Conversion/Continuation]


 







     


     


    

 


EXHIBIT D

to

Credit Agreement

dated as of October 1, 2015

by and among

Beacon Roofing Supply, Inc.,

as Holdings,

Beacon Sales Acquisition, Inc.

Beacon Leadership Acquisition II, LLC

Roofing Supply Group, LLC

and

the Subsidiaries of Holdings parties thereto

as US Borrowers,

Beacon Roofing Supply Canada Company,

as Canadian Borrower,

the lenders party thereto,

as Lenders,

and

Wells Fargo Bank, National Association,

as Administrative Agent


 


[RESERVED]


 




     


     


    

 


EXHIBIT E

to

Credit Agreement

dated as of October 1, 2015

by and among

Beacon Roofing Supply, Inc.,

as Holdings,

Beacon Sales Acquisition, Inc.

Beacon Leadership Acquisition II, LLC

Roofing Supply Group, LLC

and

the Subsidiaries of Holdings parties thereto

as US Borrowers,

Beacon Roofing Supply Canada Company,

as Canadian Borrower,

the lenders party thereto,

as Lenders,

and

Wells Fargo Bank, National Association,

as Administrative Agent


 


FORM OF PERFECTION CERTIFICATE


 




     


     


    

 


PERFECTION CERTIFICATE


 


Reference is made to the Credit Agreement
dated as of October 1, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”), among Beacon Roofing Supply, Inc. (“Holdings”) and certain of its
subsidiaries as borrowers, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative
agent and collateral agent for such lenders (in such capacity, the “Administrative Agent”). Capitalized terms
used but not defined herein have the meanings assigned in the Credit Agreement (or the Security Documents referred to therein,
as applicable).


 


The undersigned, a [Financial Officer] and a Responsible Officer,
respectively, of Holdings, hereby certify to the Administrative Agent and each other Secured Party as follows:


 


Names. a.The exact legal name of each Grantor, as such
name appears in its respective certificate of formation or organization, is set forth on Schedule 1a..


 


Set forth on Schedule 1(b) is (i) each other legal name
each Grantor has had in the past five years, together with the date of the relevant change and (ii) each other name (including
trade names or similar appellations) used by each Grantor or any of its divisions or other business units in connection with the
conduct of its business or the ownership of its properties at any time during the past five years.


 


Except as set forth on Schedule 1(c), no Grantor
has changed its identity or corporate structure in any way within the past five years. Changes in identity or corporate structure
would include mergers, consolidations and acquisitions (including acquisitions of all or substantially all of the assets of another
Person), as well as any change in the form, nature or jurisdiction of organization. If any such change has occurred, include in
Schedule 1(c) the information required by Sections 1 and 2 of this certificate as to each acquiree or constituent
party to a merger or consolidation.


 


Set forth on Schedule 1(d) is (i) the Organizational
Identification Number, if any, issued by the jurisdiction of formation of each Grantor that is a registered organization and (ii)
the Federal Taxpayer Identification Number of each Grantor.


 


Current Locations. b.The jurisdiction of formation or
organization of each Grantor that is a registered organization is set forth on Schedule 2a. opposite its name.


 


The chief executive office of each Grantor is located at the
address set forth on Schedule 2(b) opposite its name.


 


Set forth on Schedule 2(c) opposite the name of each
Grantor are all locations where such Grantor maintains any books or records relating to any accounts or inventory (with each location
at which chattel paper, if any, is kept being indicated by an “*”).


 


Set forth on Schedule 2(d) opposite the name of each
Grantor are all locations where such Grantor maintains any inventory.


 


Set forth on Schedule 2(e) opposite the name of each
Grantor are all the locations, not otherwise identified in Schedules 2(b), (c) or (d), where such Grantor
maintains any equipment or other Collateral.


 


Set forth on Schedule 2(f) opposite the name of each
Grantor are all the places of business of such Grantor (including any real property owned by such Grantor) not identified in Schedules
2(b), (c), (d) or (e).


 




     


     


    

 


Set forth on Schedule 2(g) opposite the name of each
Grantor are the names and addresses of all Persons other than such Grantor that have possession of any of the inventory, equipment
or other Collateral of such Grantor.


 


Set forth on Schedule 2(h) is a list of all real property
owned by each Grantor, the name of the Grantor that owns such real property and the fair market value of such real property[, to
the extent an appraisal exists with respect to such real property or, in the absence of any such appraisal, the book value of such
real property].


 


Unusual Transactions. All Accounts have been originated
by the Grantors and all inventory has been either acquired by the Grantors in the ordinary course of business or manufactured by
the Grantors.


 


File Search Reports. File search reports have been obtained
from each Uniform Commercial Code filing office identified with respect to such Grantor in Section 2 hereof and provided
to the Agents, and such search reports reflect no liens against any of the Collateral other than those permitted under the Credit
Agreement.


 


UCC Filings. Financing statements in substantially the
form of Schedule 5 hereto have been prepared for filing in the proper Uniform Commercial Code filing office in the jurisdiction
in which each Grantor is located and, to the extent any of the Collateral is comprised of fixtures, timber to be cut or as extracted
Collateral from the wellhead or minehead, in the proper local jurisdiction, in each case as set forth with respect to such Grantor
in Section 2 hereof.


 


Schedule of Filings. Attached hereto as Schedule 6
is a schedule setting forth, with respect to the filings described in Section 5 above, each filing and the filing office
in which such filing is to be made.


 


Stock Ownership and other Equity Interests. Attached
hereto as Schedule 7 is a true and correct list of (a) all the issued and outstanding stock, partnership interests, limited
liability company membership interests or other equity interests of Holdings and each of its Subsidiaries and the record and beneficial
owners of such stock, partnership interests, membership interests or other equity interests and (b) each equity investment of Holdings
or any of its Subsidiaries that represents 50% or less of the equity interests of the Person in which such investment was made,
in each case specifying the issuer and certificate number of, and the number and percentage of ownership represented by, such equity
interests and if such equity interests are not required to be pledged under any of the Loan Documents, the reason therefor.


 


Debt Instruments. Attached hereto as Schedule 8
is a true and correct list of all promissory notes and other evidence of Indebtedness held by Holdings and each of its Subsidiaries
that are required to be delivered to the Administrative Agent (subject to the Intercreditor Agreement), including all intercompany
Indebtedness, in each case specifying the creditor and debtor thereunder and the type and outstanding principal amount thereof.


 


Advances. Attached hereto as Schedule 9 is (a)
a true and correct list of all advances made by Holdings to any of its Subsidiaries or by any Subsidiary of Holdings to Holdings
or any other Subsidiary of Holdings (other than those identified on Schedule 8), which advances will be on and after the
date hereof evidenced by one or more intercompany notes pledged to the Administrative Agent and (b) a true and correct list of
all unpaid intercompany transfers of goods sold and delivered by or to Holdings or any of its Subsidiaries, in each case specifying
the creditor and debtor thereunder and the type and outstanding principal amount thereof.


 




     


     


    

 


Mortgage Filings. Attached hereto as Schedule 10
is a schedule setting forth, with respect to each Mortgaged Property, (a) the exact name of the Person that owns such property
as such name appears in its certificate of incorporation or other organizational document, (b) if different from the name
identified pursuant to clause (a), the exact name of the current record owner of such property reflected in the records of the
filing office for such property identified pursuant to the following clause and (c) the filing office in which a Mortgage
with respect to such property must be filed or recorded in order for the Administrative Agent to obtain a perfected security interest
therein.


 


Intellectual Property. Attached hereto as Schedule 11(A)
in proper form for filing with the United States Patent and Trademark Office is a schedule setting forth, with respect to each
Grantor, each patent (including each patent application) owned by such Grantor, and the name of the registered owner, type, registration
or application number and the expiration date (if already registered) thereof. Also set forth on Schedule 11(A) is a schedule
setting forth all patent licenses granted to any Grantor.


 


Attached hereto as Schedule 11(B) in proper form
for filing with the United States Patent and Trademark Office is a schedule setting forth, with respect to each Grantor, each trademark
(including each trademark application) owned by such Grantor, and the name of the registered owner, the registration or application
number and the expiration date (if already registered) thereof. Also set forth on Schedule 11(B) is a schedule setting forth
all trademark licenses granted to any Grantor.


 


Attached hereto as Schedule 11(C) in proper form
for filing with the United States Copyright Office is a schedule setting forth, with respect to each Grantor, each copyright (including
each copyright application) owned by such Grantor, and the name of the registered owner, the title and the registration number
(if already registered) thereof. Also set forth on Schedule 11(C) is a schedule setting forth all copyright licenses granted
to any Grantor, including in proper form for filing with the United States Copyright Office, all exclusive copyright licenses granted
to any Grantor.


 


Attached hereto as Schedule 11(D) in proper form for
filing with the Canadian Intellectual Property Office is a schedule setting forth, with respect to each Grantor, all trademarks,
patents, copyrights, industrial designs, domain names and other intellectual property in respect of which the Grantor has registered
its ownership or licensee rights or applied for the registration of its ownership or licensee rights, together with such registration
or application particulars and including in each case the name of the registered owner.


 


Commercial Tort Claims. Attached hereto as Schedule 12
is a true and correct list of commercial tort claims in excess of $500,000 held by any Grantor, including a brief description thereof.


 


Deposit Accounts. Attached hereto as Schedule 13
is a true and correct list of deposit accounts maintained by each Grantor, including the name and address of the depositary institution,
the type of account and the account number and if such deposit account is not required to be subject to a control agreement under
any of the Loan Documents, the reason therefor.


 


Securities Accounts and Commodities Accounts. Attached
hereto as Schedule 14 is a true and correct list of securities accounts and commodities accounts maintained by each
Grantor, including the name and address of the intermediary institution, the type of account and the account number and if such
securities or commodities account is not required to be subject to a control agreement under any of the Loan Documents, the reason
therefor.


 


Letter-of-Credit Rights. Attached hereto as Schedule
15 is a true and correct list of all letters of credit issued in favor of any Grantor, including the name and address of the
issuer (and if applicable, the confirmer) with respect to such letter of credit.


 




     


     


    

 


Assignment of Claims Act. Attached hereto as Schedule
16 is a true and correct list of all written contracts between each Grantor and the United States government or any department
or agency thereof that have a remaining value of at least $[•], setting forth the contract number, name and address of contracting
officer (or other party to whom a notice of assignment under the Assignment of Claims Act should be sent), contract start date,
agency with which the contract was entered into, and a description of the contract type.


 


Chattel Paper. Attached hereto as Schedule 17
is a true and complete list, for each Grantor, of all chattel paper (whether tangible and electronic), specifying the Grantor and
obligor thereunder, the type, the due date and outstanding principal amount thereof.


 


Material Indebtedness. Attached hereto as Schedule
18 is a description of any agreement or arrangement to which a Grantor is a party that relates to indebtedness in an outstanding
amount of $100,000 or more.


 




     


     


    

 


IN WITNESS WHEREOF, the undersigned have
duly executed this Perfection Certificate on the date first above written.


 


	 	BEACON ROOFING SUPPLY, INC. 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	[Financial Officer]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	[Responsible Officer]


 


[Signature Page to Perfection Certificate]


 




     


     


    

 


EXHIBIT F

to

Credit Agreement

dated as of October 1, 2015

by and among

Beacon Roofing Supply, Inc.,

as Holdings,

Beacon Sales Acquisition, Inc.

Beacon Leadership Acquisition II, LLC

Roofing Supply Group, LLC

and

the Subsidiaries of Holdings parties thereto

as US Borrowers,

Beacon Roofing Supply Canada Company,

as Canadian Borrower,

the lenders party thereto,

as Lenders,

and

Wells Fargo Bank, National Association,

as Administrative Agent


 


FORM OF COMPLIANCE CERTIFICATE


 




     


     


    

 


COMPLIANCE CERTIFICATE


 


Dated as of: ______________


 


The undersigned on behalf of Beacon Roofing
Supply, Inc., a Delaware corporation (“Holdings”), as Borrower Representative, hereby certifies to the Administrative
Agent and the Lenders, each as defined in the Credit Agreement referred to below, as follows:


 


1.          This
certificate is delivered to you pursuant to Section 9.2 of the Credit Agreement dated as of October 1, 2015 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Holdings, Beacon Sales
Acquisition, Inc., a Delaware corporation, Beacon Leadership Acquisition II, LLC, a Delaware limited liability company, Roofing
Supply Group, LLC, a Delaware limited liability company, certain Subsidiaries of Holdings, Beacon Roofing Supply Canada Company,
an unlimited liability company organized under the laws of Nova Scotia, the Lenders party thereto and Wells Fargo Bank, National
Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto
in the Credit Agreement.


 


2.          I
have reviewed the financial statements of Holdings and its Subsidiaries dated as of ___________ and for the _________ period[s]
then ended and such statements fairly present in all material respects the financial condition of Holdings and its Subsidiaries
as of the dates indicated and the results of their operations and cash flows for the period[s] indicated.


 


3.          I
have reviewed the terms of the Credit Agreement, and the related Loan Documents and have made, or caused to be made under my
supervision, a review in reasonable detail of the transactions and the condition of Holdings and its Subsidiaries during the accounting
period covered by the financial statements referred to in Paragraph 2 above. Such review has not disclosed the existence during
or at the end of such accounting period of any condition or event that constitutes a Default or an Event of Default, nor do I have
any knowledge of the existence of any such condition or event as of the date of this certificate [except, if such condition or
event existed or exists, describe the nature and period of existence thereof and what action Holdings has taken, is taking and
proposes to take with respect thereto].


 


4.          As
of the date of this certificate, the Applicable Margin and calculations determining such figures are set forth on the attached
Schedule 1, Holdings and its Subsidiaries are in compliance with the financial covenant contained in Section 10.13 of the Credit
Agreement as shown on such Schedule 1 and Holdings and its Subsidiaries are in compliance with the other covenants and restrictions
contained in the Credit Agreement.


 


[Signature Page Follows]


 




     


     


    

  


WITNESS the following signature as of the
day and year first written above.


 


	 	BEACON ROOFING SUPPLY, INC.,
	 	as Borrower Representative
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Compliance Certificate]


 




     


     


    

 


Schedule 1

to

Compliance Certificate


 


For the Quarter/Year ended _____________________
(the “Statement Date”)


 


Section 10.13     Minimum
Fixed Charge Coverage Ratio


 


	(I)	Consolidated EBITDA for the immediately preceding four (4) consecutive fiscal quarters, or as of the end of a fiscal month for the immediately preceding twelve (12) consecutive fiscal months at any time that Borrowers are required to deliver monthly financial statements, in each case for which Administrative Agent has received financial statements, less the  amount of Capital Expenditures for such period (other than those Capital Expenditures that are financed with any Indebtedness except for Revolving Loans) as determined on a pro forma basis	$____________
	 	 	 
	(II)	Consolidated Fixed Charges for such period as determined on a pro forma basis	$____________
	 	 	 
	(III)	Line B(I) divided by Line B(II)	____ to 1.00
	 	 	 
	(IV)	Minimum permitted Fixed Charge Coverage Ratio as set forth in
Section 10.13 of the Credit Agreement	1.00 to 1.00  
	 	 	 
	(V)	In Compliance?	Yes/No


 


 




     


     


    

 


EXHIBIT G

to

Credit Agreement

dated as of October 1, 2015

by and among

Beacon Roofing Supply, Inc.,

as Holdings,

Beacon Sales Acquisition, Inc.

Beacon Leadership Acquisition II, LLC

Roofing Supply Group, LLC

and

the Subsidiaries of Holdings parties thereto

as US Borrowers,

Beacon Roofing Supply Canada Company,

as Canadian Borrower,

the lenders party thereto,

as Lenders,

and

Wells Fargo Bank, National Association,

as Administrative Agent


 


 FORM OF BORROWING BASE CERTIFICATE


 






     


     


    

  


 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Summary
    Page Borrowing Base Certificate
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	A/R As of:	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Inventory As of:	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	The undersigned, Beacon Roofing Supply, Inc.
    (“Borrower Representative”), pursuant to that certain Credit Agreement dated as of October 1, 2015 (as amended,
    restated, modified, supplemented, refinanced, renewed, or extended from time to time, the “Credit Agreement”),
    entered into among Borrower Representative and certain of its subsidiaries, the lenders signatory thereto from time to time
    and Wells Fargo Bank, N.A. as the arranger and administrative agent (in such capacity, together with its successors and assigns,
    if any, in such capacity, “Agent”), hereby certifies to Agent that the following items, calculated in accordance
    with the terms and definitions set forth in the Credit Agreement for such items are complete and correct, and that Borrower
    is in compliance with and, after giving effect to any currently requested Extensions of Credit, will be in compliance with,
    the terms, conditions, and provisions of the Credit Agreement.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 US
    	 	Canada	 	Total	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Accounts
    Receivable	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Accounts Receivable Balance  per Aging Report
    Assigned To Wells Fargo Capital Finance	 	 	 	 	 	 	 	 
	 	Less Ineligibles (detailed on page 2)	 	 	 	 	 	 	 	 	 	 	 
	Eligible Accounts Receivable	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Accounts Receivable Availability before Sublimit(s)	 	 	 	 	  	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 
	Net Available Accounts Receivable after Sublimit(s)	 	 	 	 	  	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inventory	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inventory  Balance Assigned To Wells Fargo
    Capital Finance	 	 	 	 	 	 	 	 	 	 
	 	Less Ineligibles (detailed on page 3)	 	 	 	 	 	 	 	 	 	 	 
	Eligible Inventory	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inventory Availability before Sublimit(s)	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Available Inventory after Sublimit(s)	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Summary
    & Other Assets	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Reserves 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Reserves Calculated before the Credit Line	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Collateral Availability 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	US Credit Line	 	 	 	Suppressed Availability	 	 	 	 	 	 	 
	Availability before Reserves	Canadian Credit Line	 	 	Total Credit Line	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Reserves 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Reserves Calculated after the Credit Line	 	 	 	 	-   	 	-   	 	-   	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Availability after Reserves before Loan Balance
    and LCs	 	 	 	-   	 	-   	 	-   	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Letter of Credit Balance	 	As of:	 	 	 	-   	 	-   	 	-   	 	 
	Loan Ledger Balance	 	 	As of:	 	 	 	-   	 	-   	 	-   	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Availability	 	 	 	 	 	 	-   	 	-   	 	-   	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Additionally, the undersigned hereby certifies
    and represents and warrants to the Lender Group on behalf of Borrower Representative that (i) as of the date hereof, each
    representation or warranty contained in or pursuant to any Loan Document, any agreement, instrument, certificate, document
    or other writing furnished at any time under or in connection with any Loan Document, and as of the effective date of any
    advance, continuation or conversion requested above is true and correct in all material respects (except to the extent any
    representation or warranty expressly related to an earlier date, in which case such representation or warranty shall have
    been true and correct as of such earlier date, and except to the extent any representation or warranty is already qualified
    by materiality or reference to a Material Adverse Effect, in which case, such representation or warranty shall be true and
    correct in all respects), (ii) each of the covenants and agreements contained in any Loan Document have been performed (to
    the extent required to be performed on or before the date hereof or each such effective date), (iii) no Default or Event of
    Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to the request above,
    and (iv) all of the foregoing is complete and correct as of the effective date of the calculations set forth above and that
    such calculations have been made in accordance with the requirements of the Credit Agreement.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 
	Authorized Signer	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 




     


     


    

 


EXHIBIT H

to

Credit Agreement

dated as of October 1, 2015

by and among

Beacon Roofing Supply, Inc.,

as Holdings,

Beacon Sales Acquisition, Inc.

Beacon Leadership Acquisition II, LLC

Roofing Supply Group, LLC

and

the Subsidiaries of Holdings parties thereto

as US Borrowers,

Beacon Roofing Supply Canada Company,

as Canadian Borrower,

the lenders party thereto,

as Lenders,

and

Wells Fargo Bank, National Association,

as Administrative Agent


 


FORM OF LENDER JOINDER AGREEMENT


 




     


     


    

 


LENDER JOINDER AGREEMENT


 


This JOINDER AGREEMENT, dated ______________ __, 20__ (this
“Agreement”), is by and among ________________ (“New Lender”), Beacon Roofing Supply, Inc., a Delaware
corporation (“Holdings” or “Borrower Representative”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Administrative
Agent”), as agent for the Lenders and Swingline Lenders (as defined below), and is being delivered pursuant to that certain
Credit Agreement dated as of October 1, 2015 (as from time to time amended, supplemented or otherwise modified in accordance with
the terms thereof, the “Credit Agreement”) by and among Holdings, Beacon Sales Acquisition, Inc., a Delaware corporation
(“Sales”), Beacon Leadership Acquisition II, LLC, a Delaware limited liability company (“BLA”), Roofing
Supply Group, LLC, a Delaware limited liability company (“RSG”), certain Subsidiaries of Holdings signatories hereto
(such Subsidiaries, collectively with Sales, BLA and RSG, “US Borrowers”), Beacon Roofing Supply Canada Company, an
unlimited liability company organized under the laws of Nova Scotia, the Lenders party thereto and Administrative Agent. Capitalized
terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.


 


WITNESSETH:


 


WHEREAS, pursuant to Section 6.13 of the
Credit Agreement, the Borrower Representative has the right, subject to the terms and conditions thereof, to request from time
to time, an increase in the Commitments under the Credit Agreement by requesting one or more new lenders to join the Credit Agreement
and provide an Incremental Commitment;


 


WHEREAS, the Borrower Representative has
given a request to the Administrative Agent and the Administrative Agent has elected to arrange such Incremental Commitments to
increase the Commitments pursuant to, and subject to the provisions of, Section 6.13 of the Credit Agreement; and


 


WHEREAS, subject to the approval of Administrative
Agent, the undersigned New Lender desires to become a party to the Credit Agreement and make Revolving Loans thereunder by executing
and delivering this Agreement to the Borrower Representative and Administrative Agent;


 


NOW, THEREFORE, each of the parties hereto
hereby agrees as follows:


 


1.          New
Lender agrees to be bound by the provisions of the Credit Agreement and agrees that it shall, on the date of this Agreement, become
a Lender for all purposes of the Credit Agreement, to the same extent as if originally a party thereto, with a US Commitment with
respect to US Revolving Loans of $___________ and a Canadian Commitment with respect to Canadian Revolving Loans of the US Dollar
Equivalent of $___________.


 


2.          New
Lender (a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received
a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to the Credit Agreement,
and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into this Agreement; (c) agrees that it will, independently and without reliance upon the Administrative 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
decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto
or thereto; (d) appoints and authorizes the Administrative Agent to take such action as an agent on New Lender’s behalf and
to exercise such powers and discretion under the Credit Agreement or any other Loan Documents as are delegated to Administrative
Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions
of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement
are required to be performed by it as a Lender.


 




     


     


    

  


3.          New
Lender’s address for notices for the purposes of the Credit Agreement is as follows:


 


[                                         ]


 


4.          This
Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.


 


5.          This
Agreement may be executed in any number of counterparts and by different parties thereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document.


 


[Signature Page Follows]


 




     


     


    

 


IN WITNESS WHEREOF,
each of the undersigned has caused this Agreement to be executed and delivered by a duly authorized officer on the date first above
written.


 


	 	[NEW LENDER]
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Accepted and agreed to by:


 


	WELLS FARGO BANK, NATIONAL ASSOCIATION,	 
	as Administrative Agent	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 





	BEACON ROOFING SUPPLY, INC.,	 
	as Borrower Representative	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 







 


[Signature Page to Lender Joinder Agreement]


 




     


     


    

 





 


EXHIBIT I

to

Credit Agreement

dated as of October 1, 2015

by and among

Beacon Roofing Supply, Inc.,

as Holdings,

Beacon Sales Acquisition, Inc.

Beacon Leadership Acquisition II, LLC

Roofing Supply Group, LLC

and

the Subsidiaries of Holdings parties thereto

as US Borrowers,

Beacon Roofing Supply Canada Company,

as Canadian Borrower,

the lenders party thereto,

as Lenders,

and

Wells Fargo Bank, National Association,

as Administrative Agent


 


FORM OF SOLVENCY CERTIFICATE


 




     


     


    

 


SOLVENCY CERTIFICATE


 


[_______] [__], 2015


 


This Solvency Certificate (this “Certificate”)
is furnished to the Administrative Agent and the Lenders pursuant to Section 7.1(f)(vi) of the Credit Agreement, dated as of October
1, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and
among Beacon Roofing Supply, Inc., a Delaware corporation (“Holdings”), Beacon Sales Acquisition, Inc., a Delaware
corporation (“Sales”), Beacon Leadership Acquisition II, LLC, a Delaware limited liability company (“BLA”),
Roofing Supply Group, LLC, a Delaware limited liability company (“RSG”), certain Subsidiaries of Holdings signatories
hereto (such Subsidiaries, collectively with Sales, BLA and RSG, “US Borrowers”), Beacon Roofing Supply Canada Company,
an unlimited liability company organized under the laws of Nova Scotia, the Lenders party thereto and Wells Fargo Bank, National
Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto
in the Credit Agreement.


 


I, [_________], the Chief Financial Officer
of the Borrower Representative (after giving effect to the Transactions), in that capacity only and not in my individual capacity
(and without personal liability), DO HEREBY CERTIFY on behalf of the Holdings and its Subsidiaries that as of the date hereof,
after giving effect to the consummation of the Transactions (including the execution and delivery of the Closing Date Acquisition
Agreement and the Credit Agreement, the making of the Revolving Loans and the use of proceeds of such Revolving Loans on the date
hereof):


 


1.          The
sum of the liabilities (including contingent liabilities) of Holdings and its Subsidiaries, on a consolidated basis, does not exceed
the fair value of the present assets of Holdings and its Subsidiaries, on a consolidated basis.


 


2.          The
present fair saleable value of the assets of Holdings and its Subsidiaries, on a consolidated basis, is greater than the total
amount that will be required to pay the probable liabilities (including contingent liabilities) of Holdings and its Subsidiaries
as they become absolute and matured.


 


3.          The
capital of Holdings and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated
on the date hereof.


 


4.          Holdings
and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts
or other liabilities, including current obligations, beyond their ability to pay such debts or other liabilities as they become
due (whether at maturity or otherwise).


 


5.          Holdings
and its Subsidiaries, on a consolidated basis, are “solvent” within the meaning given to that term and similar terms
under applicable laws relating to fraudulent transfers and conveyances.


 


6.          For
purposes of this Certificate, the amount of any contingent liability has been computed as the amount that, in light of all of the
facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual
or matured liability.


 


7.          In
reaching the conclusions set forth in this Certificate, the undersigned has (i) reviewed the Credit Agreement and other Loan
Documents referred to therein and such other documents deemed relevant, (ii) reviewed the financial statements (including
the pro forma financial statements) referred to in Section 7.1(h) of the Credit Agreement and (iii) made such other investigations
and inquiries as the undersigned has deemed appropriate.


 




     


     


    




 


8.          The
financial information and assumptions which underlie and form the basis for the representations made in this Certificate were fair
and reasonable when made and were made in good faith and continue to be fair and reasonable as of the date hereof.


 


9.          The
undersigned confirms and acknowledges that the Administrative Agent, the Lenders and each Issuing Bank are relying on the truth
and accuracy of this Certificate in connection with the Commitments, Revolving Loans and Letters of Credit under the Credit Agreement.


 


[Remainder of Page Intentionally Left Blank]


 




     


     


    

 


IN WITNESS WHEREOF, I have executed
this Certificate this as of the date first written above.


 


	 	BEACON ROOFING SUPPLY, INC.,
	 	as Borrower Representative
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




     


     


    

 


EXHIBIT J

to

Credit Agreement

dated as of October 1, 2015

by and among

Beacon Roofing Supply, Inc.,

as Holdings,

Beacon Sales Acquisition, Inc.

Beacon Leadership Acquisition II, LLC

Roofing Supply Group, LLC

and

the Subsidiaries of Holdings parties thereto

as US Borrowers,

Beacon Roofing Supply Canada Company,

as Canadian Borrower,

the lenders party thereto,

as Lenders,

and

Wells Fargo Bank, National Association,

as Administrative Agent


 


FORM OF BANK PRODUCT PROVIDER AGREEMENT


 




     


     


    

 


BANK PRODUCT PROVIDER AGREEMENT


 


[Letterhead of Specified Bank Product Provider]


 


[Date]                    


 


Wells Fargo Bank, National Association,

  as Administrative Agent

One Boston Place, 18th Floor

Boston, Massachusetts 02108

Attention: Portfolio Manager – Beacon Roofing Supply


 


Reference is hereby made to that certain
Credit Agreement, dated as of October 1, 2015 (as amended, restated, supplemented, or modified from time to time, the “Credit
Agreement”), by and among Beacon Roofing Supply, Inc., a Delaware corporation (“Holdings”), Beacon Sales Acquisition,
Inc., a Delaware corporation (“Sales”), Beacon Leadership Acquisition II, LLC, a Delaware limited liability company
(“BLA”), Roofing Supply Group, LLC, a Delaware limited liability company (“RSG”), certain Subsidiaries
of Holdings signatories hereto (such Subsidiaries, collectively with Sales, BLA and RSG, “US Borrowers”), Beacon Roofing
Supply Canada Company, an unlimited liability company organized under the laws of Nova Scotia, the Lenders party thereto and Wells
Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the
meanings assigned thereto in the Credit Agreement.


 


Reference is also made to that certain [describe
the Bank Product Agreement or Agreements] (the “Specified Bank Product Agreement[s]”) dated as of [__________] by and
between [Lender or Affiliate of Lender] (the “Specified Bank Product Provider”) and [identify the Credit Party or Subsidiary].


 


1.              Appointment
of Administrative Agent. The Specified Bank Product Provider hereby designates and appoints Administrative Agent, and Administrative
Agent by its signature below hereby accepts such appointment, as its agent under the Credit Agreement and the other Loan Documents.
The Specified Bank Product Provider hereby acknowledges that it has reviewed Sections 12.1 through 12.12 (collectively such sections
are referred to herein as the “Agency Provisions”), including, as applicable, the defined terms referenced therein
(but only to the extent used therein), and agrees to be bound by the provisions thereof. Specified Bank Product Provider and Administrative
Agent each agree that the Agency Provisions which govern the relationship, and certain representations, acknowledgements, appointments,
rights, restrictions, and agreements, between the Administrative Agent, on the one hand, and the Lenders or the Lender Group,
on the other hand, shall, from and after the date of this letter agreement also apply to and govern, mutatis mutandis, the relationship
between the Administrative Agent, on the one hand, and the Specified Bank Product Provider with respect to the Bank Product[s]
provided pursuant to the Specified Bank Product Agreement[s], on the other hand.


 


2.              Acknowledgement
of Certain Provisions of Credit Agreement. The Specified Bank Product Provider hereby acknowledges that it has reviewed the
provisions of Sections 4.4, 12.9, 12.10, and 13.2 of the Credit Agreement, including, as applicable, the defined terms referenced
therein, and agrees to be bound by the provisions thereof. Without limiting the generality of any of the foregoing referenced provisions,
Specified Bank Product Provider understands and agrees that its rights and benefits under the Loan Documents consist solely of
it being a beneficiary of the Liens and security interests granted to Agent and the right to share in Collateral as set forth in
the Credit Agreement.


 




     


     


    

 


3.              Reporting
Requirements. Administrative Agent shall have no obligation to calculate the amount due and payable with respect to any Bank
Product. On a monthly basis (not later than the 10th Business Day of each calendar month) or as more frequently as Administrative
Agent shall request, the Specified Bank Product Provider agrees to provide Administrative Agent with a written report, in form
and substance satisfactory to Administrative Agent, detailing Specified Bank Product Provider’s reasonable determination
of the credit exposure (and mark-to-market exposure) of Borrowers and their Subsidiaries in respect of the Bank Product[s] provided
by Specified Bank Product Provider pursuant to the Specified Bank Product Agreement[s]. If Administrative Agent does not receive
such written report within the time period provided above, Administrative Agent shall be entitled to assume that the reasonable
determination of the credit exposure of Borrowers and their Subsidiaries with respect to the Bank Product[s] provided pursuant
to the Specified Bank Product Agreement[s] is: (i) to the extent the Specified Bank Product Provider has never delivered a written
report, zero; or (ii) to the extent any such written report has previously been delivered, the amount set forth in the written
report most recently delivered.


 


4.              Bank
Product Reserve Conditions. Specified Bank Product Provider further acknowledges and agrees that Administrative Agent shall
have the right (to the extent permitted pursuant to the Credit Agreement), but shall have no obligation to establish, maintain,
reduce or release reserves in respect of any of the Bank Product Obligations and that if reserves are established there is no obligation
on the part of the Administrative Agent to determine or insure whether the amount of any such reserve is appropriate or not. If
Administrative Agent so chooses to establish a reserve in accordance with the terms of the Credit Agreement, Specified Bank Product
Provider acknowledges and agrees that Administrative Agent shall be entitled to rely on the information in the reports described
above to establish the Bank Product Reserves.


 


5.              Bank
Product Obligations. From and after the delivery to Administrative Agent of this letter agreement duly executed by Specified
Bank Product Provider and the acknowledgement of this letter agreement by Administrative Agent and Borrower Representative, the
obligations and liabilities of Borrowers and their Subsidiaries to Specified Bank Product Provider in respect of Bank Product[s]
evidenced by the Specified Bank Product Agreement[s] shall constitute Bank Product Obligations (and which, in turn, shall constitute
Obligations), and Specified Bank Product Provider shall constitute a Bank Product Provider until the payment in full of all Obligations
(in accordance with Section 1.2(b) of the Credit Agreement) or notice from the Specified Bank Product Provider that it is no longer
a Specified Bank Product Provider. Specified Bank Product Provider acknowledges that other Bank Products (which may or may not
be Specified Bank Products) may exist at any time.


 


6.               Notices.
All notices and other communications provided for hereunder shall be given in the form and manner provided in Section 13.1 of the
Credit Agreement, and, if to Administrative Agent, shall be mailed, sent, or delivered to Administrative Agent in accordance with
Section 13.1 in the Credit Agreement, if to Borrower Representative, shall be mailed, sent, or delivered to Borrower Representative
in accordance with Section 13.1 in the Credit Agreement, and, if to Specified Bank Product Provider, shall be mailed, sent or delivered
to the address set forth below, or, in each case as to any party, at such other address as shall be designated by such party in
a written notice to the other party.


 


	If to Specified Bank 	 	 	 
	Products Provider:	 	 
	 	 	 
	 	 	 
	 	Attn:	 	 
	 	Fax No.	 	 


 




     


     


    

 


7.              Miscellaneous.
This letter agreement is for the benefit of the Administrative Agent, the Specified Bank Product Provider, the Borrowers and each
of their respective successors and assigns (including any successor agent pursuant to Section 12.6 of the Credit Agreement, but
excluding any successor or assignee of a Specified Bank Product Provider that does not qualify as a Bank Product Provider). Unless
the context of this letter agreement clearly requires otherwise, references to the plural include the singular, references to the
singular include the plural, the terms “includes” and “including” are not limiting, and the term “or”
has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” This letter agreement
may be executed in any number of counterparts and by different parties on separate counterparts. Each of such counterparts shall
be deemed to be an original, and all of such counterparts, taken together, shall constitute but one and the same agreement. Delivery
of an executed counterpart of this letter by facsimile or in electronic (i.e., “pdf” or “tif”) format shall
be equally effective as delivery of a manually executed counterpart.


 


8.              Governing
Law.


 


(a)            THE
VALIDITY OF THIS LETTER AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO
WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.


 


(b)            THE
PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS LETTER AGREEMENT SHALL BE TRIED AND LITIGATED ONLY
IN THE STATE COURTS, AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS, LOCATED IN THE COUNTY OF NEW YORK, STATE OF
NEW YORK. EACH OF BORROWER REPRESENTATIVE, SPECIFIED BANK PRODUCTS PROVIDER, AND ADMINISTRATIVE AGENT WAIVE, TO THE EXTENT PERMITTED
UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT
ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 8(b).


 


(c)            TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BORROWER REPRESENTATIVE, SPECIFIED BANK PRODUCTS PROVIDER, AND ADMINISTRATIVE AGENT
EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS LETTER
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL
OTHER COMMON LAW OR STATUTORY CLAIMS. EACH OF BORROWER REPRESENTATIVE, SPECIFIED BANK PRODUCTS PROVIDER, AND ADMINISTRATIVE AGENT
EACH REPRESENTS TO THE OTHERS THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS LETTER AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.


 


[Signature Pages Follow]


 




     


     


    

 


	 	Sincerely,
	 	 
	 	[SPECIFIED BANK PRODUCTS PROVIDER]
	 	 	 
	 	By:	 
	 	 	 
	 	Name: 	 
	 	 	 
	 	Title:	 


 




     


     


    

 


Acknowledged, accepted, and agreed

as of the date first written above:


 


BEACON ROOFING SUPPLY, INC.,

as Borrower Representative


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 




     


     


    

 


Acknowledged, accepted, and

agreed as of _____________, 20__:


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent


 


	By: 	 	 
	Name:  	 	 
	Title: 	 	 


 




     


     


    

 


EXHIBIT K

to

Credit Agreement

dated as of October 1, 2015

by and among

Beacon Roofing Supply, Inc.,

as Holdings,

Beacon Sales Acquisition, Inc.

Beacon Leadership Acquisition II, LLC

Roofing Supply Group, LLC

and

the Subsidiaries of Holdings parties thereto

as US Borrowers,

Beacon Roofing Supply Canada Company,

as Canadian Borrower,

the lenders party thereto,

as Lenders,

and

Wells Fargo Bank, National Association,

as Administrative Agent


 


FORM OF ASSIGNMENT AND ASSUMPTION


 




     


     


    

 


ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption (the “Assignment
and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR]
(the “Assignor”) and the parties identified on the Schedules hereto and [the][each]3
Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees”
and each, an “Assignee”). [It is understood and agreed that the rights and obligations of the Assignees4
hereunder are several and not joint.]5 Capitalized
terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of copy of which is hereby acknowledged
by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated
herein by reference and made part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration, the Assignor
hereby irrevocably sells and assigns to the [Assignee][respective Assignees], and [the][each] Assignee hereby irrevocably purchases
and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as
of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignors rights and obligations
in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the
extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and
swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under Applicable Law, all claims,
suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto
or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited
to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the
rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the][any]
Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the][an] “Assigned Interest”).
Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by the Assignor.


 


	1.	Assignor:	 	[INSERT NAME OF ASSIGNOR]
	 	 	 	 
	2.	Assignee(s):	 	See Schedules attached hereto.
	 	 	 	 
	3.	Borrowers:	 	Beacon Sales Acquisition, Inc., Beacon Leadership Acquisition II, LLC, Roofing Supply Group, LLC, certain Subsidiaries of Holdings, Beacon Roofing Supply Canada Company


 





 



 


3 For bracketed language here and elsewhere in this
form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment
is to multiple Assignees, choose the second bracketed language.


 


4 Select as appropriate.


 


5 Include bracketed language if there are multiple
Assignees.


 




     


     


    

 


	4.	Administrative Agent:	 	Wells Fargo Bank, National Association, as the administrative agent under the Credit Agreement
	 	 	 	 
	a.	Credit Agreement:	 	The Credit Agreement dated as of October 1, 2015, by and among Beacon Roofing Supply, Inc., a Delaware corporation (“Holdings”), the Borrowers (as set forth in Section 3 above), the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent (as amended, restated, supplemented or otherwise modified)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	5.	Assigned Interest:	 	See Schedules attached hereto.
	 	 	 	 
	6.	[Trade Date:	 	_______________]6


 


[Remainder of Page Intentionally Left Blank]


 


 


 






6 To be completed if the Assignor and the Assignees
intend that the minimum assignment amount is to be determined as of the Trade Date.


 




     


     


    

 


Effective Date: __________ __, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]


 


The terms set forth in this Assignment and Assumption are hereby
agreed to:


 


	 	ASSIGNOR
	 	 
	 	[NAME OF ASSIGNOR]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	ASSIGNEES
	 	 
	 	See Schedules attached hereto.


 




     


     


    

 


[Consented to and]7
Accepted:


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent[, Issuing Bank and Swingline Lender]


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


[Consented to:]8


 


[BORROWER REPRESENTATIVE]


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


 


 






7 To be added only if the consent of the
Administrative Agent and/or the Swingline Lender and Issuing Bank is required by the terms of the Credit Agreement. May also
use a Master Consent.


 


8 To be added only if the consent of the Borrower
Representative is required by the terms of the Credit Agreement. May also use a Master Consent.


 




     


     


    

 


SCHEDULE 1


To Assignment and Assumption


 


By its execution of this Schedule the Assignee identified on
the signature block below agrees to the terms set forth in the attached Assignment and Assumption.


 


Assigned Interests:


 


	Commitment
 /Revolving
 Loans9	 	 	Aggregate Amount of
 Commitment/Revolving
 Loans for all Lenders10	 	 	Amount of 
 Commitment/Revolving 
 Loans Assigned11	 	 	Percentage Assigned of 
 Commitment/Revolving 
 Loans12	 	 	CUSIP

 Number	 
	 		 	 	$		 	 	$		 	 	 		%	 	 		 
	 		 	 	$		 	 	$		 	 	 		%	 	 		 
	 		 	 	$		 	 	$		 	 	 		%	 	 		 



 


	 	[NAME OF ASSIGNEE]13
	 	[and is an Affiliate/Approved Fund of [identify Lender]14]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


 


 






9 Fill in the appropriate terminology (e.g. “US
Commitment” or “Canadian Commitment”). In the case of a Canadian Commitment, $ is the US Dollar Equivalent of
Canadian Dollars.


 


10 Amount to be adjusted by the counterparties to
take into account any payments or prepayments made between the Trade Date and the Effective Date.


 


11 Amount to be adjusted by the counterparties to
take into account any payments or prepayments made between the Trade Date and the Effective Date.


 


12 Set forth to at least 9 decimals as percentage
of the Commitment/Revolving Loans of all Lenders thereunder.


 


13 Add additional signature blocks as needed.


 


14 Select as appropriate.


 




     


     


    

 


ANNEX 1

to Assignment and Assumption


 


STANDARD TERMS AND CONDITIONS

FOR ASSIGNMENT AND ASSUMPTION


 


1.            Representations
and Warranties.


 


1.1           Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interests,
(ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii)
the financial condition of Holdings, the Borrowers, any of their respective Subsidiaries or Affiliates or any other Person of any
of their respective obligations under any Loan Document.


 


1.2           Assignee[s].
[The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender
under the Credit Agreement, (ii) it meets the requirements of an Eligible Assignee under the Credit Agreement (subject to such
consents, if any, as may be required under Section 13.10(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date,
it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned
Interest, shall have the obligations of Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets
of the type represented by the Assigned Interest and either it or the Person exercising discretion in making its decision to acquire
assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision
to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit
Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered
pursuant to [Section 7.1][Section 9.1] thereof, as applicable, and such other documents and information as it deems appropriate
to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned
Interest, (vi) it has independently and without reliance upon the Administrative Agent or any other Lender and based on such documents
and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption
and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to the Assignment and Assumption is
any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by
[the][such] Assignee; and (b) agrees that (i) it will independently and without reliance upon the Administrative Agent, [the][any]
Assignor 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 decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender,


 




     


     


    

 


 


2.              Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest
(including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued
from and after the Effective Date.


 


3.              General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together
shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy
shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption
shall be governed by and construed in accordance with the law of the State of New York.


 




     


     


    

 


EXHIBIT L-1

to

Credit Agreement

dated as of October 1, 2015

by and among

Beacon Roofing Supply, Inc.,

as Holdings,

Beacon Sales Acquisition, Inc.

Beacon Leadership Acquisition II, LLC

Roofing Supply Group, LLC

and

the Subsidiaries of Holdings parties thereto

as US Borrowers,

Beacon Roofing Supply Canada Company,

as Canadian Borrower,

the lenders party thereto,

as Lenders,

and

Wells Fargo Bank, National Association,

as Administrative Agent


 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(NON-PARTNERSHIP FOREIGN LENDERS)


 













     


     


    

 


 


US TAX COMPLIANCE CERTIFICATE


 


(For Foreign Lenders That Are Not Partnerships
For US Federal Income Tax Purposes)


 


Reference is hereby made to the Credit Agreement,
dated as of October 1, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
by and among Beacon Roofing Supply, Inc., a Delaware corporation (“Holdings”), Beacon Sales Acquisition, Inc., a Delaware
corporation, Beacon Leadership Acquisition II, LLC, a Delaware limited liability company, Roofing Supply Group, LLC, a Delaware
limited liability company, certain Subsidiaries of Holdings, Beacon Roofing Supply Canada Company, an unlimited liability company
organized under the laws of Nova Scotia, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative
Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.


 


Pursuant to the provisions of Section 6.11
of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial owner of the Revolving
Loan(s) (as well as any Note(s) evidencing such Revolving Loan(s)) in respect of which it is providing this certificate, (b) it
is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten percent (10%) shareholder of any US Borrower
within the meaning of Section 881(c)(3)(B) of the Code and (d) it is not a controlled foreign corporation related to any US Borrower
as described in Section 881 (c)(3)(C) of the Code.


 


The undersigned has furnished the Administrative
Agent and the Borrower Representative with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable. By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes,
the undersigned shall promptly so inform the Borrower Representative and the Administrative Agent and (b) the undersigned shall
have at all times furnished the Borrower Representative and the Administrative Agent with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar
years preceding such payments.


 


[NAME OF LENDER]


 


	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Date: ____________ __, 20__


 




     


     


    

 


EXHIBIT L-2


to


Credit Agreement


dated as of October 1, 2015


by and among


Beacon Roofing Supply, Inc.,


as Holdings,


Beacon Sales Acquisition, Inc.


Beacon Leadership Acquisition II, LLC


Roofing Supply Group, LLC


and


the Subsidiaries of Holdings parties thereto


as US Borrowers,


Beacon Roofing Supply Canada Company,


as Canadian Borrower,


the lenders party thereto,


as Lenders,


and


Wells Fargo Bank, National Association,


as Administrative Agent


 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE


(NON-PARTNERSHIP FOREIGN PARTICIPANTS)


 




     


     


    

 


US TAX COMPLIANCE CERTIFICATE


 


(For Foreign Participants That Are Not Partnerships
For US Federal Income Tax Purposes)


 


Reference is hereby made to the Credit Agreement,
dated as of October 1, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
by and among Beacon Roofing Supply, Inc., a Delaware corporation (“Holdings”), Beacon Sales Acquisition, Inc., a Delaware
corporation, Beacon Leadership Acquisition II, LLC, a Delaware limited liability company, Roofing Supply Group, LLC, a Delaware
limited liability company, certain Subsidiaries of Holdings, Beacon Roofing Supply Canada Company, an unlimited liability company
organized under the laws of Nova Scotia, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative
Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.


 


Pursuant to the provisions of Section 6.11
of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial owner of the participation
in respect of which it is providing this certificate, (b) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code,
(c) it is not a ten percent (10%) shareholder of any US Borrower within the meaning of Section 881(c)(3)(B) of the Code and (d)
it is not a controlled foreign corporation related to any US Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished its participating
Lender with a certificate of its non-US Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this
certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall promptly
so inform such Lender in writing and (b) the undersigned shall have at all times furnished such Lender with a properly completed
and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either
of the two (2) calendar years preceding such payments.


 


	[NAME OF PARTICIPANT]
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Date: ____________ __, 20__


 




     


     


    

 


EXHIBIT L-3


to


Credit Agreement


dated as of October 1, 2015


by and among


Beacon Roofing Supply, Inc.,


as Holdings,


Beacon Sales Acquisition, Inc.


Beacon Leadership Acquisition II, LLC


Roofing Supply Group, LLC


and


the Subsidiaries of Holdings parties thereto


as US Borrowers,


Beacon Roofing Supply Canada Company,


as Canadian Borrower,


the lenders party thereto,


as Lenders,


and


Wells Fargo Bank, National Association,


as Administrative Agent


 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE


(FOREIGN PARTICIPANT PARTNERSHIPS)


 




     


     


    

 


US TAX COMPLIANCE CERTIFICATE


 


(For Foreign Participants That Are Partnerships
For US Federal Income Tax Purposes)


 


Reference is hereby made to the Credit Agreement,
dated as of October 1, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
by and among Beacon Roofing Supply, Inc., a Delaware corporation (“Holdings”), Beacon Sales Acquisition, Inc., a Delaware
corporation, Beacon Leadership Acquisition II, LLC, a Delaware limited liability company, Roofing Supply Group, LLC, a Delaware
limited liability company, certain Subsidiaries of Holdings, Beacon Roofing Supply Canada Company, an unlimited liability company
organized under the laws of Nova Scotia, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative
Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.


 


Pursuant to the provisions of Section 6.11
of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the participation in respect
of which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners of such participation,
(c) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending
credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section
881(c)(3)(A) of the Code, (d) none of its direct or indirect partners/members is a ten percent (10%) shareholder of any US Borrower
within the meaning of Section 881(c)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a controlled
foreign corporation related to any US Borrower as described in Section 88l(c)(3)(C) of the Code.


 


The undersigned has furnished its participating
Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio
interest exemption: (a) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (b) an IRS Form W-8IMY accompanied by an IRS
Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming
the portfolio interest exemption. By executing this certificate, the undersigned agrees that (i) if the information provided on
this certificate changes, the undersigned shall promptly so inform such Lender and (ii) the undersigned shall have at all times
furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment
is to be made to the undersigned or in either of the two (2) calendar years preceding such payments.


 


	[NAME OF PARTICIPANT]
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Date: ____________ __, 20__


 




     


     


    

 


EXHIBIT L-4


to


Credit Agreement


dated as of October 1, 2015


by and among


Beacon Roofing Supply, Inc.,


as Holdings,


Beacon Sales Acquisition, Inc.


Beacon Leadership Acquisition II, LLC


Roofing Supply Group, LLC


and


the Subsidiaries of Holdings parties thereto


as US Borrowers,


Beacon Roofing Supply Canada Company,


as Canadian Borrower,


the lenders party thereto,


as Lenders,


and


Wells Fargo Bank, National Association,


as Administrative Agent


 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE


(FOREIGN LENDER PARTNERSHIPS)


 




     


     


    

 


US TAX COMPLIANCE CERTIFICATE


 


(For Foreign Lenders That Are Partnerships
For US Federal Income Tax Purposes)


 


Reference is hereby made to the Credit Agreement,
dated as of October 1, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
by and among Beacon Roofing Supply, Inc., a Delaware corporation (“Holdings”), Beacon Sales Acquisition, Inc., a Delaware
corporation, Beacon Leadership Acquisition II, LLC, a Delaware limited liability company, Roofing Supply Group, LLC, a Delaware
limited liability company, certain Subsidiaries of Holdings, Beacon Roofing Supply Canada Company, an unlimited liability company
organized under the laws of Nova Scotia, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative
Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.


 


Pursuant to the provisions of Section 6.11
of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the Revolving Loan(s) (as well
as any Note(s) evidencing such Revolving Loan(s)) in respect of which it is providing this certificate, (b) its direct or indirect
partners/members are the sole beneficial owners of such Revolving Loan(s) (as well as any Note(s) evidencing such Revolving Loan(s)),
(c) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned
nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the
ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (d) none of its direct or indirect
partners/members is a ten percent (10%) shareholder of any US Borrower within the meaning of Section 881(c)(3)(B) of the Code and
(e) none of its direct or indirect partners/members is controlled foreign corporation related to any US Borrower as described in
Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished the Administrative
Agent and the Borrower Representative with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (a) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (b) an IRS Form
W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that
(i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Representative
and the Administrative Agent and (ii) the undersigned shall have at all times furnished the Borrower Representative and the Administrative
Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be
made to the undersigned, or in either of the two (2) calendar years preceding such payments.


 


	[NAME OF LENDER]
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Date: ____________ __, 20__


 




    	 	77	 



     


    

 


SCHEDULE 1.1(a)


 


COMMITMENTS


 


	Lender	 	US 
Commitment	 	 	Canadian 
Commitment	 	 	Total 
Commitment	 
	 	 	 	 	 	 	 	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	$	185,000,000	 	 	$	0	 	 	$	185,000,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	CITIBANK, N.A.	 	$	100,000,000	 	 	$	0	 	 	$	100,000,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANK OF AMERICA, N.A.	 	$	80,000,000	 	 	$	0	 	 	$	80,000,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	JPMORGAN CHASE BANK, N.A.	 	$	80,000,000	 	 	$	0	 	 	$	80,000,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	SUNTRUST BANK	 	$	80,000,000	 	 	$	0	 	 	$	80,000,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	TD BANK, N.A.	 	$	55,000,000	 	 	$	0	 	 	$	55,000,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION	 	$	50,000,000	 	 	$	0	 	 	$	50,000,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	BRANCH BANKING AND TRUST COMPANY	 	$	40,000,000	 	 	$	0	 	 	$	40,000,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	WELLS FARGO CAPITAL FINANCE CORPORATION CANADA	 	$	0	 	 	$	30,000,000	 	 	$	30,000,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	$	670,000,000	 	 	$	30,000,000	 	 	$	700,000,000	 



 




    	 	1	 



     


    

 


SCHEDULE 1.1(b)


 


ADMINISTRATIVE AGENT PAYMENT ACCOUNT


 


Bank:  Wells Fargo Bank, N.A.


Bank Address: 420 Montgomery Street, San Francisco,
CA


ABA: ***


Account Name: Wells Fargo Bank, N.A.


Account Number:***


Ref: Beacon Roofing Supply, Inc.


 




    	 	1	 



     


    

 


SCHEDULE 1.1(c)


 


CANADIAN COLLECTION ACCOUNT AND US COLLECTION
ACCOUNT


 


Canadian Collection Account:


 


	Borrower	 	
        Financial

        Institution
	 	Account Number
	Beacon Roofing Supply Canada Company	 	Bank of Montreal	 	***


 


US Collection Accounts:


 


	Borrower	 	
        Financial

        Institution
	 	Account Number
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Bank of America	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Wells Fargo	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Key Bank	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Wells Fargo	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Bank of America	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Wells Fargo	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Citizens Bank	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Wells Fargo	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Bank of America	 	***


 




    	 	1	 



     


    

 


SCHEDULE 1.1(c)


 


CANADIAN COLLECTION ACCOUNT AND US COLLECTION
ACCOUNT


 


	BEACON SALES ACQUISITION INC.	 	Wells Fargo	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Bank of America	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Wells Fargo	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	TD Bank	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Bank of Montreal	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Bank of America	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Wells Fargo	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Regions Bank	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Bank of America	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	US Bank	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Wells Fargo	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Bank of America	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Bank of America	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Bank of America	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Fifth Third Bank	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Wells Fargo	 	***


 




    	 	2	 



     


    

 


SCHEDULE 1.1(c)


 


CANADIAN COLLECTION ACCOUNT AND US COLLECTION
ACCOUNT


 


	BEACON SALES ACQUISITION INC.	 	Bank of America	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Bank of America	 	***
	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	US Bank	 	***
	 	 	 	 	 
	Roofing Supply Group LLC	 	JP Morgan Chase	 	***


 




    	 	3	 



     


    

 


SCHEDULE 1.1(d)


 


DESIGNATED ACCOUNT


 


Bank: Bank of America


 


Account Name: Beacon Sales Acquisition Inc.


 


Account Number: ***


 


Bank ID (ABA): ***


 




    	 	1	 



     


    

 


SCHEDULE 1.1(e)


 


US ELIGIBLE INVENTORY LOCATIONS


 


	Grantor	 	Mailing Address	 	County	 	State
	 	 	 	 	 	 	 
	1.    Beacon Sales Acquisition, Inc.	 	
        1150 W. Chestnut Street

        Brockton, MA 02401
	 	Plymouth	 	Massachusetts
	 	 	 	 	 	 	 
	 	 	
        25 Nauset Street

        New Bedford, MA 02746
	 	Bristol	 	Massachusetts
	 	 	 	 	 	 	 
	 	 	
        50 Webster Avenue

        Somerville, MA 02143
	 	Middlesex	 	Massachusetts
	 	 	 	 	 	 	 
	 	 	
        1785 Stratford Avenue

        Stratford, CT 06614
	 	Fairfield	 	Connecticut
	 	 	 	 	 	 	 
	 	 	
        One Lakeland Park Drive

        Peabody, MA 01960
	 	Essex	 	Massachusetts
	 	 	 	 	 	 	 
	 	 	
        5 Foundry Street

        Foundry Industrial Park

        Lowell, MA 01852
	 	Middlesex	 	Massachusetts
	 	 	 	 	 	 	 
	 	 	
        120 Prescott Street

        Worcester, MA 06105
	 	Worcester	 	Massachusetts
	 	 	 	 	 	 	 
	 	 	
        730 Wellington Avenue

        Cranston, RI 02910
	 	Providence	 	Rhode Island
	 	 	 	 	 	 	 
	 	 	
        251 Locust Street

        Hartford, CT 06114
	 	Hartford	 	Connecticut
	 	 	 	 	 	 	 
	 	 	
        10024 South Willow Street

        Manchester, NH 03013
	 	Hillsborough	 	New Hampshire
	 	 	 	 	 	 	 
	 	 	
        96 Lombard Street

        West Barnstable, MA 02668
	 	Barnstable	 	Massachusetts
	 	 	 	 	 	 	 
	 	 	
        60 Haynes Circle

        Chicopee, MA 01020
	 	Hampden	 	Massachusetts
	 	 	 	 	 	 	 
	 	 	195 Perry Road, Saratoga

 Springs, NY	 	Saratoga County	 	New York
	 	 	 	 	 	 	 
	 	 	
        3445 Successful Way

        Dayton, OH
	 	Montgomery County	 	Ohio
	 	 	 	 	 	 	 
	 	 	
        1145 Louise Street

        Ft. Worth, TX
	 	Tarrant County	 	Texas


 




    	 	1	 



     


    

 


SCHEDULE 1.1(e)


 


US ELIGIBLE INVENTORY LOCATIONS


 


	Grantor	 	Mailing Address	 	County	 	State
	 	 	 	 	 	 	 
	2.    Beacon Sales Acquisition, Inc. dba JGA Beacon 	 	
        403 Highway 74 North

        Suite C

        Peachtree City, GA 30269
	 	Fayette	 	Georgia
	 	 	 	 	 	 	 
	 	 	
        2524 2nd Street West

        Birmingham, AL 35204
	 	Jefferson	 	Alabama
	 	 	 	 	 	 	 
	 	 	
        2200 Cook Drive

        Atlanta, GA 30340
	 	DeKalb	 	Georgia
	 	 	 	 	 	 	 
	 	 	
        1410 Mills B Lane Blvd

        P.O. Box 22608

        Savannah, GA 31405
	 	Chatham	 	Georgia
	 	 	 	 	 	 	 
	 	 	
        Back 2 Acres of 1410 Mills B Lane

        Savannah, GA 31405
	 	Chatham	 	Georgia
	 	 	 	 	 	 	 
	 	 	
        452-A Sawmill Drive

        Suwannee, GA 30024
	 	Habersham	 	Georgia
	 	 	 	 	 	 	 
	 	 	
        3465 Browns Mill Road SE

        Atlanta, GA 30354
	 	Fulton	 	Georgia
	 	 	 	 	 	 	 
	 	 	
        1096 Fifth Street

        Florala, AL 36442
	 	Covington	 	Alabama
	 	 	 	 	 	 	 
	 	 	
        205 Priester Drive

        Pearl, MS 39208
	 	Rankin	 	Mississippi
	 	 	 	 	 	 	 
	 	 	
        740 Canal Street

        Jacksonville, FL 32209
	 	Duval	 	Florida
	 	 	 	 	 	 	 
	 	 	
        210 Golden Road

        Tifton, GA 31794
	 	Tift	 	Georgia
	 	 	 	 	 	 	 
	 	 	
        5266 Old Hwy 119

        (75 Liberty Pl)

        Hattiesburg, MS 39402
	 	Forrest	 	Mississippi
	 	 	 	 	 	 	 
	 	 	
        1283 N. McDonough Street

        Montgomery, AL 36104
	 	Montgomery	 	Alabama
	 	 	 	 	 	 	 
	 	 	
        2501 Silver Meteor Dr.

        Orlando, FL 32804
	 	Orange	 	Florida
	 	 	 	 	 	 	 
	 	 	
        1841 Massaro Blvd.

        Tampa, FL 33905
	 	Hillsborough	 	Florida
	 	 	 	 	 	 	 
	 	 	
        4655 Laredo Ave.

        Ft. Myers, FL 33905
	 	Lee	 	Florida


 




    	 	2	 



     


    

 


SCHEDULE 1.1(e)


 


US ELIGIBLE INVENTORY LOCATIONS


 


	Grantor	 	Mailing Address	 	County	 	State
	 	 	 	 	 	 	 
	 	 	
        5530 N.W. 32 Court

        Miami, FL 33142
	 	Dade	 	Florida
	 	 	 	 	 	 	 
	 	 	
        3406 Georgia Pacific Avenue

        Mobile, AL 33618
	 	Mobile	 	Alabama
	 	 	 	 	 	 	 
	 	 	
        14 Longwater Drive

        Rockland, MA
	 	Plymouth	 	Massachusetts
	 	 	 	 	 	 	 
	 	 	
        180 West First Street

        South Boston, MA
	 	Suffolk	 	Massachusetts
	 	 	 	 	 	 	 
	 	 	
        11201 Pittsburgh Plate Glass Rd SE

        Cumberland, MD
	 	Alleghany	 	Maryland
	 	 	 	 	 	 	 
	 	 	
        400 Warren Avenue

        Portland, ME
	 	Cumberland	 	Maine
	 	 	 	 	 	 	 
	 	 	
        80 Kitty Hawk Ave

        Auburn, ME
	 	Androscoggin	 	Maine
	 	 	 	 	 	 	 
	 	 	
        55 Industrial Drive

        Augusta, ME
	 	Kennebec	 	Maine
	 	 	 	 	 	 	 
	
        3.    Beacon Sales Acquisition, Inc. dba Quality
Roofing Supply Company
	 	
        1312 Highway 1

        Lewes, DE 19958
	 	Sussex	 	Delaware
	 	 	 	 	 	 	 
	 	 	
        2700 Cumberland Street

        Suite 8

        Lebanon, PA 17042
	 	Lebanon	 	Pennsylvania
	 	 	 	 	 	 	 
	 	 	
        444 East Cedar Street

        Allentown, PA 18109
	 	Lehigh	 	Pennsylvania
	 	 	 	 	 	 	 
	 	 	
        1256 Welsh Road

        North Wales, PA 19454
	 	Montgomery	 	Pennsylvania
	 	 	 	 	 	 	 
	 	 	
        2000 Industrial Highway

        Eddystone, PA 19022
	 	Delaware	 	Pennsylvania


 




    	 	3	 



     


    

 


SCHEDULE 1.1(e)


 


US ELIGIBLE INVENTORY LOCATIONS


 


	Grantor	 	Mailing Address	 	County	 	State
	 	 	 	 	 	 	 
	 	 	
        3336 Concord Road

        Building D

        York, PA 17402
	 	York	 	Pennsylvania
	 	 	 	 	 	 	 
	 	 	
        9 Parkway Circle

        New Castle, DE 19720
	 	New Castle	 	Delaware
	 	 	 	 	 	 	 
	 	 	
        6250 Baltimore Avenue

        Yeadon, PA 19050
	 	Delaware	 	Pennsylvania
	 	 	 	 	 	 	 
	 	 	
        3939 Whitaker Avenue

        Philadelphia, PA 19124
	 	Philadelphia	 	Pennsylvania
	 	 	 	 	 	 	 
	 	 	
        737 Flory Mill Rd.

        Lancaster, PA 17601
	 	Lancaster	 	Pennsylvania
	 	 	 	 	 	 	 
	 	 	
        530 Morgantown Rd.

        Reading, PA 19611
	 	Berks	 	Pennsylvania
	 	 	 	 	 	 	 
	 	 	
        201 Struble Road

        Centre County

        State College, PA 16801
	 	Centre	 	Pennsylvania
	 	 	 	 	 	 	 
	 	 	
        751 Hylton Road

        Pennsauken, NJ 08110
	 	Camden	 	New Jersey
	 	 	 	 	 	 	 
	 	 	
        265 HWY 1085

        Madisonville, LA
	 	St. Tammany	 	Louisiana
	 	 	 	 	 	 	 
	4.    Beacon Sales Acquisition, Inc. dba Best Distributing Co.	 	
        3020 Sweeten Creek Road

        Asheville, NC 28803
	 	Buncombe	 	North Carolina
	 	 	 	 	 	 	 
	 	 	
        100 Lumber Dr.

        Richmond, VA 32150
	 	Richmond	 	Virginia
	 	 	 	 	 	 	 
	 	 	
        1800 - 12 N Hwy 117 Bypass

        Goldsboro, NC 27533
	 	Wayne	 	North Carolina
	 	 	 	 	 	 	 
	 	 	
        5945 Harris Technology Blvd.

        Charlotte, NC 28210
	 	Mecklenburg	 	North Carolina
	 	 	 	 	 	 	 
	 	 	
        7614 Boeing Drive

        Greensboro, NC 27109
	 	Guilford	 	North Carolina
	 	 	 	 	 	 	 
	 	 	
        1306 Kirkland Drive

        Raleigh, NC 27603
	 	Wake	 	North Carolina


 




    	 	4	 



     


    

 


SCHEDULE 1.1(e)


 


US ELIGIBLE INVENTORY LOCATIONS


 


	Grantor	 	Mailing Address	 	County	 	State
	 	 	 	 	 	 	 
	 	 	
        7742 Enon Drive

        Roanoke, VA 24012
	 	Roanoke	 	Virginia
	 	 	 	 	 	 	 
	 	 	
        2514 New Easley Highway

        Greenville, SC 29607
	 	Greenville	 	South Carolina
	 	 	 	 	 	 	 
	 	 	
        725 Mauney Drive

        Columbia, SC 29201
	 	Richland	 	South Carolina
	 	 	 	 	 	 	 
	 	 	
        2240 Technical Parkway

        Charleston, SC 29418
	 	Charleston	 	South Carolina
	 	 	 	 	 	 	 
	 	 	
        319 Marlboro Street

        Wilmington, NC 28405
	 	New Hanover	 	North Carolina
	 	 	 	 	 	 	 
	 	 	
        1515 Morgan Mill Road

        Monroe, NC 28110
	 	Union	 	North Carolina
	 	 	 	 	 	 	 
	 	 	
        1252 Barkley Road

        Statesville, NC 28677
	 	Iredell	 	North Carolina
	 	 	 	 	 	 	 
	 	 	
        1602 - US Hwy 177 Bypass North

        Goldsboro, NC 27533
	 	Wayne	 	North Carolina
	 	 	 	 	 	 	 
	 	 	
        1301 Production Road

        Norfolk, VA 23502
	 	Norfolk	 	Virginia
	 	 	 	 	 	 	 
	 	 	
        2809 Thurston Road

        Greensboro, NC 27406
	 	Guilford	 	North Carolina
	 	 	 	 	 	 	 
	 	 	
        1321, 1315 and 1329 Chilhowee Ave and 1218 Magnolia Ave

        Knoxville, TN
	 	Knox	 	Tennessee
	 	 	 	 	 	 	 
	 	 	
        2500 East Main Street

        Chattanooga, TN 37404
	 	Hamilton	 	Tennessee
	 	 	 	 	 	 	 
	 	 	
        475B Marine Boulevard

        Jacksonville, NC 28445
	 	Onslow	 	North Carolina
	 	 	 	 	 	 	 
	 	 	
        33 Fairfield Avenue

        Nashville, TN 37210
	 	Davidson	 	Tennessee
	 	 	 	 	 	 	 
	 	 	
        819 Power Street

        Clarksville, TN 37042
	 	Montgomery	 	Tennessee
	 	 	 	 	 	 	 
	 	 	
        1610 Corporate Place

        LaVergne, TN 37086
	 	Rutherford	 	Tennessee


 




    	 	5	 



     


    

 


SCHEDULE 1.1(e)


 


US ELIGIBLE INVENTORY LOCATIONS


 


	Grantor	 	Mailing Address	 	County	 	State
	 	 	 	 	 	 	 
	5.    Beacon Sales Acquisition, Inc. dba The Roof Center	 	
        7075 Oakland Mills Road

        Columbia, MD 21046
	 	Howard	 	Maryland
	 	 	 	 	 	 	 
	 	 	
        1804 West Street

        Annapolis, MD 21401
	 	Anne Arundel	 	Maryland
	 	 	 	 	 	 	 
	 	 	
        5244 River Road

        Bethesda, MD 20816
	 	Montgomery	 	Maryland
	 	 	 	 	 	 	 
	 	 	
        8999 YeIlow Brick Road (Golden Ring)

        Baltimore, MD 21207
	 	Baltimore (City)	 	Maryland
	 	 	 	 	 	 	 
	 	 	
        1738 Scottsville Road

        Charlottesville, VA 22902
	 	Charlottsville (City)	 	Virginia
	 	 	 	 	 	 	 
	 	 	
        5752 Industry Lane

        Frederick, MD 21704
	 	Frederick	 	Maryland
	 	 	 	 	 	 	 
	 	 	
        389 Lenoir Drive

        Winchester, VA 22603
	 	Winchester (City)	 	Virginia
	 	 	 	 	 	 	 
	 	 	
        41 Joseph Mill Drive

        Fredericksburg, VA 22408
	 	Fredericksburg (City)	 	Virginia
	 	 	 	 	 	 	 
	 	 	
        7891 Notes Drive

        Manassas, VA 22304
	 	Manassas (City)	 	Virginia
	 	 	 	 	 	 	 
	 	 	
        10510 Middleport Lane

        White Plains, MD 20695
	 	Charles	 	Maryland
	 	 	 	 	 	 	 
	 	 	
        4600 Rhode Island

        Brentwood, MD 20722
	 	Prince George	 	Maryland
	 	 	 	 	 	 	 
	 	 	
        4644 Rhode Island Avenue

        Brentwood, MD 20822
	 	Prince George	 	Maryland
	 	 	 	 	 	 	 
	 	 	
        5900 Farrington Avenue

        Alexandria, VA 22304
	 	Alexandria (City)	 	Virginia
	 	 	 	 	 	 	 
	 	 	
        9912 A Governor Lane Boulevard

        Williamsport, MD 21795
	 	Washington	 	Maryland
	 	 	 	 	 	 	 
	 	 	
        505 Marvel Road

        Salisbury, MD 21801
	 	Wicanico	 	Maryland


 




    	 	6	 



     


    

 


SCHEDULE 1.1(e)


 


US ELIGIBLE INVENTORY LOCATIONS


 


	Grantor	 	Mailing Address	 	County	 	State
	 	 	 	 	 	 	 
	 	 	
        500 E. Dover Road

        Easton, MD 21601
	 	Talbot	 	Maryland
	 	 	 	 	 	 	 
	 	 	
        30 Southlawn Court

        Rockville, MD 20850
	 	Montgomery	 	Maryland
	 	 	 	 	 	 	 
	 	 	
        1321 Western Avenue

        Baltimore, MD 21230
	 	Baltimore (City)	 	Maryland
	 	 	 	 	 	 	 
	 	 	
        1042 Hardees Way

        Aberdeen, MD
	 	Hartford	 	Maryland
	 	 	 	 	 	 	 
	 	 	
        566 Belle Circle

        Harrisonburg, VA 22801
	 	Harrisonburg	 	Virginia
	 	 	 	 	 	 	 
	6.    Beacon Sales Acquisition, Inc. dba West End Lumber Company	 	
        15431 I45N

        Conroe, TX 77301
	 	Montgomery	 	Texas
	 	 	 	 	 	 	 
	 	 	
        5925 College Street

        Beaumont, TX 77707
	 	Jefferson	 	Texas
	 	 	 	 	 	 	 
	 	 	
        14950 Gulf Freeway

        Houston, TX 77034
	 	Harris	 	Texas
	 	 	 	 	 	 	 
	 	 	
        2600 Alden Bender

        Humble, TX 77032
	 	Harris	 	Texas
	 	 	 	 	 	 	 
	 	 	
        13246 Murphy Road

        Stafford, TX 77477
	 	Fort Bend	 	Texas
	 	 	 	 	 	 	 
	 	 	
        2902 W. 12th Street

        Houston, TX 77055
	 	Harris	 	Texas
	 	 	 	 	 	 	 
	 	 	
        1940 and 1946-1952 Shipman Avenue

        San Antonio, TX 78219
	 	Bexar	 	Texas
	 	 	 	 	 	 	 
	 	 	
        3004 Cameron Street

        Lafayette, LA 70506
	 	LaFayette	 	Louisiana
	 	 	 	 	 	 	 
	 	 	
        1420 Sams Avenue

        Suite A; B-1 & B-2

        Harahan, LA 70123
	 	Jefferson	 	Louisiana
	 	 	 	 	 	 	 
	 	 	
        18235 Swamp Road

        Prairieville, LA 70769
	 	Ascension	 	Louisiana


 




    	 	7	 



     


    




 





SCHEDULE 1.1(e)


 


US ELIGIBLE INVENTORY LOCATIONS


 


	Grantor	 	Mailing
    Address	 	County	 	State
	 	 	 	 	 	 	 
	 	 	
        5506 Hwy 90 E

        Lake Charles, LA 70619
	 	Calcasieu	 	Louisiana
	 	 	 	 	 	 	 
	 	 	
        9335 Highway 6 North

        Houston, TX 77095
	 	Harris	 	Texas
	 	 	 	 	 	 	 
	 	 	
        5555 Center Street

        Omaha, NE
	 	Douglas	 	Nebraska
	 	 	 	 	 	 	 
	7.    Beacon Sales Acquisition, Inc. dba Shelter Distribution 	 	
        10366 E. 1400 North Road

        Bloomington, IL 61704
	 	McLean	 	Illinois
	 	 	 	 	 	 	 
	 	 	
        619 11th Street

        Rock Island, IL 61201
	 	Rock Island	 	Illinois
	 	 	 	 	 	 	 
	 	 	
        1860 East 28th Street

        Minneapolis, MN 55407
	 	Hennepin	 	Minnesota
	 	 	 	 	 	 	 
	 	 	
        1815 Greeley Street

        Stillwater, MN 55082
	 	Washington	 	Minnesota
	 	 	 	 	 	 	 
	 	 	
        2035 E. Ovid Avenue

        Des Moines, IA 50313
	 	Polk	 	Iowa
	 	 	 	 	 	 	 
	 	 	
        105 Jaycee Drive

        Jefferson City, MO 65109
	 	Cole	 	Missouri
	 	 	 	 	 	 	 
	 	 	
        3149 S. Scenic Avenue

        Springfield, MO 65807
	 	Greene	 	Missouri
	 	 	 	 	 	 	 
	 	 	
        6000 Merriam Drive

        Meriam, KS 66203
	 	Johnson	 	Kansas
	 	 	 	 	 	 	 
	 	 	
        4008 NW 14th Street

        Topeka, KS 66618
	 	Shawnee	 	Kansas
	 	 	 	 	 	 	 
	 	 	
        200 W. South Street

        Lincoln, NE 68522
	 	Lancaster	 	Nebraska
	 	 	 	 	 	 	 
	 	 	
        4311 Cherry Avenue (lots 1 & 2)

        Kearney, NE 68847
	 	Buffalo	 	Nebraska
	 	 	 	 	 	 	 
	 	 	
        4311 Cherry Avenue (lots 3 & 4)

        Kearney, NE 68847
	 	Buffalo	 	Nebraska
	 	 	 	 	 	 	 
	 	 	
        727 South Shifferdecker Ave

        Joplin, MO 64801
	 	Jasper	 	Missouri
	 	 	 	 	 	 	 



 






    8 


     


    

 





SCHEDULE 1.1(e)


 


US ELIGIBLE INVENTORY LOCATIONS







 


	Grantor	 	Mailing
    Address	 	County	 	State
	 	 	 	 	 	 	 
	 	 	
        501 N. 2nd Street (1 & 2)

        Ft. Smith, AR 72901
	 	Sebastian	 	Arkansas
	 	 	 	 	 	 	 
	 	 	
        500 Jean Mary Lane

        Springdale, AR 72762
	 	Washington	 	Arkansas
	 	 	 	 	 	 	 
	 	 	
        1602 Lavon Drive

        McKinney, TX 75069
	 	Collin	 	Texas
	 	 	 	 	 	 	 
	 	 	
        3110 Jupiter Road

        Garland, TX 75040
	 	Dallas	 	Texas
	 	 	 	 	 	 	 
	 	 	
        1100 Rosser Street

        Ft. Worth, TX 76112
	 	Tarrant	 	Texas
	 	 	 	 	 	 	 
	 	 	
        6805 Imperial Drive

        Waco, TX 76712
	 	McLennan	 	Texas
	 	 	 	 	 	 	 
	 	 	
        4200 I-40 East

        Amarillo, TX 79103
	 	Potter	 	Texas
	 	 	 	 	 	 	 
	 	 	
        11601 County Road 125 West

        Odessa, TX 79765
	 	Ector	 	Texas
	 	 	 	 	 	 	 
	 	 	
        2424 E. Grand Avenue

        Hot Springs, AR 71901
	 	Garland	 	Arkansas
	 	 	 	 	 	 	 
	 	 	
        815 S. A. Jones Street

        N. Little Rock, AR 72114
	 	Pulaski	 	Arkansas
	 	 	 	 	 	 	 
	 	 	
        2524 S.E. 15th Street

        Oklahoma City, OK 73129
	 	Oklahoma	 	Oklahoma
	 	 	 	 	 	 	 
	 	 	
        231 S. Memorial Drive (#1-#3)

        Tulsa, OK 74112
	 	Tulsa	 	Oklahoma
	 	 	 	 	 	 	 
	 	 	
        4795 Forest Drive

        Denver, CO 80201
	 	Denver	 	Colorado
	 	 	 	 	 	 	 
	 	 	
        4795 Forest Drive Unit C

        Denver, CO 80201
	 	Denver	 	Colorado
	 	 	 	 	 	 	 
	 	 	
        4820 & 4850 Lorna Place

        Colorado Springs, CO 80915
	 	El Paso	 	Colorado
	 	 	 	 	 	 	 
	 	 	
        185 Gemat Circle

        Rifle, CO 81650
	 	Garfield	 	Colorado
	 	 	 	 	 	 	 



 






    9 


     


    

 





SCHEDULE 1.1(e)


 


US ELIGIBLE INVENTORY LOCATIONS


 


	Grantor	 	Mailing Address	 	County	 	State
	 	 	 	 	 	 	 
	 	 	
        4584 Townsend

        Montrose, CO 81401
	 	Montrose	 	Colorado
	 	 	 	 	 	 	 
	 	 	
        5100 Carrol Court

        Evansville, WY 82636
	 	Natrona	 	Wyoming
	 	 	 	 	 	 	 
	 	 	
        340 N. American Rd

        Cheyenne, WY 82007
	 	Laramie	 	Wyoming
	 	 	 	 	 	 	 
	 	 	
        901 Broadway

        Scottsbluff, NE 69361
	 	Scotts Bluff	 	Nebraska
	 	 	 	 	 	 	 
	 	 	
        3000 Brighton Boulevard

        Denver, CO 80216
	 	Denver	 	Colorado
	 	 	 	 	 	 	 
	 	 	
        7921 E. Truman Road

        Kansas City, MO 64126
	 	Jackson	 	Missouri
	 	 	 	 	 	 	 
	 	 	
        15500 West 108th Street

        Lenexa, KS 66219
	 	Johnson	 	Kansas
	 	 	 	 	 	 	 
	 	 	
        10000 J. Street

        Omaha, NE 68127
	 	Douglas	 	Nebraska
	 	 	 	 	 	 	 
	 	 	
        5447 S. 1st

        Abilene, TX 79605
	 	Taylor	 	Texas
	 	 	 	 	 	 	 
	 	 	
        300-320 N. Britain Road

        Irving, TX 76051
	 	Dallas	 	Texas
	 	 	 	 	 	 	 
	 	 	
        1031-1047 E Loop 820 S.

        Ft. Worth, TX 76112
	 	Tarrant	 	Texas
	 	 	 	 	 	 	 
	 	 	
        1021 East Loop 820 S.

        Ft. Worth, TX 76112
	 	Tarrant	 	Texas
	 	 	 	 	 	 	 
	 	 	
        1019 East Loop 820 S.

        Ft. Worth, TX 76112
	 	Tarrant	 	Texas
	 	 	 	 	 	 	 
	8.    Beacon Sales Acquisition, Inc. dba Beacon Pacific	 	
        13105 & 13107 Lakeland Road

        Santa Fe Springs, CA 90670
	 	Los Angeles	 	California
	 	 	 	 	 	 	 
	9.	 	
        26031 Avenida Aeropuerto

        San Juan Capistrano, CA 92675
	 	Orange	 	California
	 	 	 	 	 	 	 
	 	 	
        675 & 695 N. Batavia

        Orange, CA 92868
	 	Orange	 	California
	 	 	 	 	 	 	 







    10 


     


    

 





SCHEDULE 1.1(e)


 


US ELIGIBLE INVENTORY LOCATIONS


 


	Grantor	 	Mailing Address	 	County	 	State
	 	 	 	 	 	 	 
	 	 	
        1859 Rosecrans Avenue

        Gardena, CA 90249
	 	Los Angeles	 	California
	 	 	 	 	 	 	 
	10.  Beacon Roofing Supply, Inc.	 	
        505 Huntmar Park Drive Suite 300

        Herndon, VA 20170
	 	Fairfax	 	Virginia
	 	 	 	 	 	 	 
	 	 	
        50 Albany Turnpike

        Canton Gateway Office Park

        Canton, CT 06019
	 	Hartford	 	Connecticut
	 	 	 	 	 	 	 
	11.  Beacon Sales Acquisition, Inc. dba North Coast Commercial Roofing Services	 	
        1530 Birchwood Avenue

        Des Plaines, IL 60018
	 	Cook	 	Illinois
	 	 	 	 	 	 	 
	 	 	
        4545 West Ogden Avenue

        Chicago, IL 60623
	 	Cook	 	Illinois
	 	 	 	 	 	 	 
	 	 	
        2428 Reeves Road

        Joliet, IL 60436
	 	Will	 	Illinois
	 	 	 	 	 	 	 
	 	 	
        1407 Timber Drive

        Elgin, IL 60123
	 	Kane	 	Illinois
	 	 	 	 	 	 	 
	 	 	
        4075 Casilio Parkway

        Clarence-214, NY 14031
	 	Erie	 	New York
	 	 	 	 	 	 	 
	 	 	
        2440 Edison Blvd

        Twinsburg, OH 44087
	 	Summit	 	Ohio
	 	 	 	 	 	 	 
	 	 	
        1640 Fullerton

        Glendale Heights, IL 60139
	 	DuPage	 	Illinois
	 	 	 	 	 	 	 
	 	 	
        2920 Douglas Road

        Toledo-220, OH
	 	Lucas	 	Ohio
	 	 	 	 	 	 	 
	 	 	
        1288 Essex Avenue

        Columbus, OH 43201
	 	Franklin	 	Ohio
	 	 	 	 	 	 	 
	 	 	
        1290 Essex Avenue

        Columbus, OH 43201
	 	Franklin	 	Ohio
	 	 	 	 	 	 	 
	 	 	
        618 W. 5th Street

        Huntington, WV 25701
	 	Cabell	 	West Virginia
	 	 	 	 	 	 	 







    11 


     


    

 





SCHEDULE 1.1(e)


 


US ELIGIBLE INVENTORY LOCATIONS


 


	Grantor	 	Mailing Address	 	County	 	State
	 	 	 	 	 	 	 
	 	 	
        1616 Pennsylvania Ave

        Charleston, WV
	 	Kanawha	 	West Virginia
	 	 	 	 	 	 	 
	 	 	
        320 N. Congress Avenue

        Evansville, IN 47715
	 	Vanderburgh	 	Indiana
	 	 	 	 	 	 	 
	 	 	
        600 & 620 Industry Road

        Louisville, KY 40208
	 	Jefferson	 	Kentucky
	 	 	 	 	 	 	 
	 	 	
        1100 Ulrich Avenue

        Louisville, KY 40219
	 	Jefferson	 	Kentucky
	 	 	 	 	 	 	 
	 	 	
        4400 Poplar Level Road (Bldgs 1-6)

        Louisville, KY 40213
	 	Jefferson	 	Kentucky
	 	 	 	 	 	 	 
	 	 	
        1301 Baker Court

        Lexington, KY 40511
	 	Fayette	 	Kentucky
	 	 	 	 	 	 	 
	 	 	
        250 Bilmar Drive

        Pittsburg, PA 15205
	 	Allegheny	 	Pennsylvania
	 	 	 	 	 	 	 
	 	 	
        Lot 9C Espresso Way

        York, PA
	 	York	 	Pennsylvania
	 	 	 	 	 	 	 
	 	 	
        3903 Kraft Parkway

        Fort Wayne, IN 46808
	 	Allen	 	Indiana
	 	 	 	 	 	 	 
	 	 	
        9215 East 33rd Street

        Indianapolis, IN 46235
	 	Marion	 	Indiana
	 	 	 	 	 	 	 
	 	 	
        2341 Schumacher Drive

        Mishawaka, IN 46545
	 	St. Joseph	 	Indiana
	 	 	 	 	 	 	 
	 	 	
        220 S. Belmont Avenue

        Suite A

        Indianapolis, IN 46222
	 	Marion	 	Indiana
	 	 	 	 	 	 	 
	 	 	
        3480 Jefferson

        Grand Rapids-381, MI 49548
	 	Kent	 	Michigan
	 	 	 	 	 	 	 
	 	 	
        24307 Telegraph Road

        Southfield, MI 48034
	 	Oakland	 	Michigan
	 	 	 	 	 	 	 
	 	 	
        227 Circle Freeway Drive

        Cincinnati, OH 45246
	 	Hamilton	 	Ohio
	 	 	 	 	 	 	 
	 	 	
        2401 Nevada Boulevard

        Charlotte, NC
	 	Mecklenburg	 	North Carolina
	 	 	 	 	 	 	 










    12 


     


    




 


SCHEDULE 1.1(e)


 


US ELIGIBLE INVENTORY LOCATIONS


 


	Grantor	 	Mailing Address	 	County	 	State
	 	 	 	 	 	 	 
	 	 	
        2815 Carolina Commerce Drive

        Goldsboro, NC
	 	Wayne	 	North Carolina
	 	 	 	 	 	 	 
	 	 	
        2804 East Erwin Street

        Tyler, TX
	 	Smith	 	Texas
	 	 	 	 	 	 	 
	 	 	
        1702 S. Expressway 281

        Edinburg, TX
	 	Hidalgo	 	Texas
	 	 	 	 	 	 	 
	 	 	
        1685 Helena Avenue,

        Sacramento CA
	 	Sacramento	 	California
	 	 	 	 	 	 	 
	12.  Beacon Sales Acquisition, Inc. dba Structural Materials	 	
        1201 E. McFadden Avenue

        Santa Ana, CA
	 	Orange	 	California 
	 	 	 	 	 	 	 
	 	 	
        1201 E. McFadden Avenue

        Oxnard, CA
	 	Ventura	 	California
	 	 	 	 	 	 	 
	 	 	
        227 South Link Lane

        Fort Collins, CO
	 	Larimer	 	Colorado
	 	 	 	 	 	 	 
	 	 	
        6978 South Clinton Street

        Centennial, CO
	 	Arapahoe	 	Colorado
	 	 	 	 	 	 	 
	 	 	
        4343 Holly Street

        Denver, CO
	 	Denver	 	Colorado
	 	 	 	 	 	 	 
	 	 	
        1105 East 16th Avenue

        Palmetto, FL
	 	Manatee	 	Florida
	 	 	 	 	 	 	 
	 	 	
        655 South West 15th Street

        Ocala, FL
	 	Marion	 	Florida
	 	 	 	 	 	 	 
	 	 	
        1150 SW 32nd Way

        Deerfield Beach, FL
	 	Broward	 	Florida
	 	 	 	 	 	 	 
	13.  Beacon Sales Acquisition, Inc. dba Construction Materials Supply	 	
        6050 West 54th Avenue

        Arvada, CO
	 	Jefferson	 	Colorado
	 	 	 	 	 	 	 
	 	 	
        40 Saulsbury Road

        Dover, DE
	 	Kent	 	Delaware
	 	 	 	 	 	 	 
	14.  Beacon Sales Acquisition, Inc. dba Ford Wholesale	 	
        2155 West Landstreet Road

        Orlando, FL
	 	Orange	 	Florida
	 	 	 	 	 	 	 










    13 


     


    

 


SCHEDULE 1.1(e)


 


US ELIGIBLE INVENTORY LOCATIONS


 


	Grantor	 	Mailing Address	 	County	 	State
	 	 	 	 	 	 	 
	 	 	
        2200 Avenue L.

        Riviera Beach, FL
	 	Palm Beach	 	Florida
	 	 	 	 	 	 	 
	 	 	
        4401 Swamp Fox Road

        Tallahassee, FL
	 	Leon	 	Florida
	 	 	 	 	 	 	 
	15.  Beacon Sales Acquisition, Inc. dba Pacific Supply	 	
        2850 Harper Road

        Melbourne, FL
	 	Brevard	 	Florida
	 	 	 	 	 	 	 
	16.  Beacon Sales Acquisition, Inc. dba ProCoat	 	
        1700 Wilson Way

        Smyrna, GA
	 	Cobb	 	Georgia
	 	 	 	 	 	 	 
	 	 	
        1610 S. Herriman Boulevard.

        Noblesville, IN
	 	Hamilton	 	Indiana
	 	 	 	 	 	 	 
	17.  Beacon Sales Acquisition, Inc. dba Roof Depot	 	
        220 Allied Industrial Blvd.

        Macon, GA
	 	Bibb	 	Georgia
	 	 	 	 	 	 	 
	 	 	
        6355 6th Street SW

        Cedar Rapids, IA
	 	Linn	 	Iowa
	 	 	 	 	 	 	 
	 	 	
        1610 S. Girls Schoold Rd.

        Indianapolis, IN
	 	Marion	 	Indiana
	 	 	 	 	 	 	 
	 	 	
        2220 Pine Street

        Spartanburg, PA
	 	Crawford	 	Pennsylvania
	 	 	 	 	 	 	 
	 	 	
        630 South Cliff Avenue

        Sioux Falls, SD
	 	Minnehaha	 	South Dakota
	 	 	 	 	 	 	 
	18.  Beacon Sales Acquisition, Inc. dba Southern Roof Center	 	
        5310 Spectrum Drive, Suite A

        Fredrick, MD
	 	Frederick	 	Maryland
	 	 	 	 	 	 	 
	 	 	
        35 Godsoe Road

        Bangor, ME
	 	Penobscot	 	Maine
	 	 	 	 	 	 	 
	 	 	
        22851 Industrial Boulevard

        Rogers, MN
	 	Hennepin	 	Minnesota
	 	 	 	 	 	 	 
	19.  Beacon Sales Acquisition, Inc. dba Dealers Choice	 	
        2700 Overland Avenue

        Billings, MT
	 	Yellowstone	 	Montana
	 	 	 	 	 	 	 







    14 


     


    




 


SCHEDULE 1.1(e)


 


US ELIGIBLE INVENTORY LOCATIONS


 


	Grantor	 	Mailing Address	 	County	 	State
	 	 	 	 	 	 	 
	 	 	
        1940 Shipman Avenue

        San Antonio, TX
	 	Bexar	 	Texas
	 	 	 	 	 	 	 
	 	 	
        3650 Parkway Lane

        Hilliard, OH
	 	Franklin	 	Ohio
	 	 	 	 	 	 	 
	20.  Applicators Sales & Service	 	
        100 Taylor St.

        New Castle, PA
	 	Lawrence	 	Pennsylvania
	 	 	 	 	 	 	 
	 	 	
        200 Commonwealth Dr.

        Warrendale, PA
	 	Alleghany	 	Pennsylvania
	 	 	 	 	 	 	 
	 	 	
        81 McMillen Street

        Johnstown, PA
	 	Cambria	 	Pennsylvania
	 	 	 	 	 	 	 
	 	 	
        7650 Birkmire Drive

        Erie, PA
	 	Erie	 	Pennsylvania
	 	 	 	 	 	 	 
	21.  McClure Johnston	 	
        608 Pederson Rd

        Katy, TX
	 	Fort Bend	 	Texas
	 	 	 	 	 	 	 
	 	 	
        2371 South 3600 West

        West Valley City, UT
	 	Salt Lake	 	UT
	 	 	 	 	 	 	 
	 	 	
        391 Boyer Circle

        Williston, VT
	 	Chittenden	 	Vermont
	 	 	 	 	 	 	 
	22.  CDRR Holding, Inc.	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	23.  Roofing Supply Group, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	24.  Roofing Supply, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	25.  Austin Roofer’s Supply, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	26.  Dallas-Fort Worth Roofing Supply, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	27.  Fort Worth Roofing Supply, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	28.  Roofing Supply of Arizona, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	29.  Las Vegas Roofing Supply, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 







    15 


     


    

  


SCHEDULE 1.1(e)


 


US ELIGIBLE INVENTORY LOCATIONS


 


	Grantor	 	Mailing Address	 	County	 	State
	 	 	 	 	 	 	 
	30.  Roofing Supply Group – California, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	31.  Roofing Supply Group of Oklahoma, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	32.  Roofing Supply Group Orlando, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	33.  Roofing Supply Group – Fresno, LLC f/k/a Roofing Supply of Northern California, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	34.  Roofing Supply Transportation, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	35.  Roofing Supply of Arizona – East Valley, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	36.  Roofing Supply of Arizona – Tucson, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	37.  Roofing Supply Group – Southern California, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	38.  Roofing Supply Group – Bay Area, LLC (f/k/a Roofing Supply Group – Vallejo, LLC)	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	39.  Roofing Supply of Colorado, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	40.  Roofing Supply Group–Kansas City, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 







    16 


     


    




 


SCHEDULE 1.1(e)


 


US ELIGIBLE INVENTORY LOCATIONS


 


	Grantor	 	Mailing Address	 	County	 	State
	 	 	 	 	 	 	 
	41.  North Louisiana Roofing Supply, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	42.  Roofing Supply Group - Louisiana, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	43.  Roofing Supply Group – Omaha, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	44.  Roofing Supply of New Mexico, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	45.  Roofing Supply of Tennessee, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	46.  Roofing Supply of Nashville, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	47.  Roofing Supply Group St. Louis, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	48.  Roofing Supply Group of Cleveland, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	49.  Roofing Supply Group of Pittsburgh, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	50.  Roofing Supply Group Utah, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	51.  Roofing Supply Group San Diego, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	52.  Roofing Supply Group of Columbus, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	53.  Roofing Supply of Atlanta, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	54.  Roofing Supply of Charlotte, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 







    17 


     


    




 


SCHEDULE 1.1(e)


 


US ELIGIBLE INVENTORY LOCATIONS


 


	Grantor	 	Mailing Address	 	County	 	State
	 	 	 	 	 	 	 
	55.  Roofing Supply Group-Greensboro, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	56.  Roofing Supply Group – Cincinnati, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	57.  Roofing Supply of Columbia, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	58.  Roofing Supply Group of Virginia, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	59.  Roofing Supply Group – Tampa, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	60.  Roofing Supply Group – Polk County, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	61.  Roofing Supply Group – Raleigh, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	62.  Roofing Supply Group – Kentucky, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	63.  Roofing Supply Group (Texas), Inc.	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	64.  Roofing Supply Finance, Inc.	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	65.  Roofing Supply Group – Washington, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	66.  Roofing Supply Group – Alabama, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 
	 	 	 	 	 	 	 
	67.  Roofing Supply Group – Tuscaloosa, LLC	 	See Exhibit A to Schedule 1.1(e)	 	 	 	 



 






    18 


     


    

 





Exhibit A to Schedule 1.1(e)










 





	 	 	Company	 	Address	 	City	 	State	 	Zip
	1	 	Austin Roofer's Supply, LLC	 	8319 Lamar	 	Austin	 	TX	 	78753
	2	 	Austin Roofer's Supply, LLC	 	5608 Old Brownsville Rd.	 	Corpus Christi	 	TX	 	78415
	3	 	Austin Roofer's Supply, LLC	 	6907 Commerce	 	El Paso	 	TX	 	79915
	4	 	Austin Roofer's Supply, LLC	 	8727 Lockway	 	San Antonio	 	TX	 	78217
	5	 	Austin Roofer's Supply, LLC	 	150 West Amity Rd	 	Belton	 	TX	 	76513
	6	 	Dallas - Ft. Worth Roofing Supply, LLC	 	1100 Placid Ave	 	Plano	 	TX	 	75074
	7	 	Dallas - Ft. Worth Roofing Supply, LLC	 	10625 & 10639 King William Drive	 	Dallas	 	TX	 	75244
	8	 	Dallas - Ft. Worth Roofing Supply, LLC	 	2251 Stemmons Trail	 	Dallas	 	TX	 	75220
	9	 	Fort Worth Roofing Supply, LLC	 	800 W. Vickery	 	Fort Worth	 	TX	 	76104
	10	 	Fort Worth Roofing Supply, LLC	 	5619 FM 1585	 	Lubbock	 	TX	 	79424
	11	 	Las Vegas Roofing Supply, LLC	 	3860 W. Naples	 	Las Vegas	 	NV	 	89103
	12	 	Las Vegas Roofing Supply, LLC	 	11215 W. Executive Drive	 	Boise	 	ID	 	83713
	13	 	North Louisiana Roofing Supply, LLC	 	1500 Old Natchitoches Road	 	West Monroe	 	LA	 	71292
	14	 	North Louisiana Roofing Supply, LLC	 	4500 Rixie Road	 	Sherwood	 	AR	 	72120
	15	 	Roofing Supply Group of Cleveland, LLC	 	4566 Spring Road	 	Brooklyn Heights	 	OH	 	44131
	16	 	Roofing Supply Group of Cleveland, LLC	 	4922 Navarre Road SW	 	Canton	 	OH	 	44706
	17	 	Roofing Supply Group of Columbus, LLC	 	3550 East 7th Avenue	 	Columbus	 	OH	 	43219
	18	 	Roofing Supply Group of Oklahoma, LLC 	 	5120NW 5th Street	 	Oklahoma City	 	OK	 	73101
	19	 	Roofing Supply Group of Pittsburgh, LLC	 	2900 Jacks Run Road	 	White Oak	 	PA	 	15131
	20	 	Roofing Supply Group of Pittsburgh, LLC	 	73C Noblestown Rd.	 	Carnegie	 	PA	 	15106
	21	 	Roofing Supply Group of Virginia, LLC	 	4551 John Tyler Hwy 	 	Williamsburg	 	VA	 	23185
	22	 	Roofing Supply Group of Virginia, LLC	 	1140 B&C Azalea Garden Road	 	Norfolk	 	VA	 	23502
	23	 	Roofing Supply Group of Virginia, LLC	 	10991 Richardson Road	 	Ashland	 	VA	 	23005
	24	 	Roofing Supply LLC	 	2600 W. Mount Houston	 	Houston	 	TX	 	77038
	25	 	Roofing Supply, LLC	 	14700 Highway 3	 	Webster	 	TX	 	77598
	26	 	Roofing Supply, LLC	 	2100 Gulf Street	 	Beaumont	 	TX	 	77703
	27	 	Roofing Supply, LLC	 	800 Edwards Ave. (Bldg. 1)	 	New Orleans	 	LA	 	70123
	28	 	Roofing Supply, LLC	 	955 S Trade Center Blvd	 	The Woodlands	 	TX	 	77385
	29	 	Roofing Supply, LLC	 	7635 S Choctaw Dr	 	Baton Rougue	 	LA	 	70806
	30	 	Roofing Supply, LLC	 	23559 Clay Rd 	 	Katy	 	TX	 	77493
	32	 	Roofing Supply Group - Alabama, LLC	 	521 31st Street North	 	Birmingham	 	AL	 	35203
	33	 	Roofing Supply Group - Bay Area , LLC (f/k/a Roofing Supply Group - Vallejo, LLC)	 	1588 Doolittle Drive	 	San Leandro	 	CA	 	94577
	34	 	Roofing Supply Group - Bay Area , LLC (f/k/a Roofing Supply Group - Vallejo, LLC)	 	1202 South 6th Street	 	San Jose	 	CA	 	95112
	35	 	Roofing Supply Group - Bay Area , LLC (f/k/a Roofing Supply Group - Vallejo, LLC)	 	183 Arthur Road	 	Martinez	 	CA	 	94553
	36	 	Roofing Supply Group - California, LLC 	 	2541 Grennan Court	 	Rancho Cordova	 	CA	 	95742
	37	 	Roofing Supply Group - California, LLC	 	2081 E Charter Way	 	Stockton	 	CA	 	95205
	38	 	Roofing Supply Group - California, LLC	 	4342 Dudley Boulevard	 	McClellan	 	CA	 	95652



 






    1 


     


    



 


	39	 	Roofing Supply Group - California, LLC	 	730 N. 9th Street	 	Modesto	 	CA	 	95350
	40	 	Roofing Supply Group - Cincinnati, LLC	 	9545 LeSaint Dr. 	 	Fairfield	 	OH	 	45014
	41	 	Roofing Supply Group - Fresno, LLC (f/k/a/ Roofing Supply of Northern California, LLC)	 	4485 North Selland Avenue	 	Fresno	 	CA	 	93722
	42	 	Roofing Supply Group - Greensboro, LLC	 	300 Chimney Rock Road	 	Greensboro	 	NC	 	27409
	43	 	Roofing Supply Group - Kansas City, LLC	 	200 South 42nd Street	 	Kansas City	 	KS	 	66106
	44	 	Roofing Supply Group - Kansas City, LLC	 	1800 E 103rd Street	 	Kansas City	 	MO	 	64131
	45	 	Roofing Supply Group - Kansas City, LLC	 	233 South 42nd Street	 	Kansas City	 	KS	 	66106
	46	 	Roofing Supply Group - Kentucky, LLC	 	4840 Crittenden Dr.	 	Louisville	 	KY	 	40209
	47	 	Roofing Supply Group - Kentucky, LLC	 	809 Enterprise Drive	 	Lexington	 	KY	 	40510
	48	 	Roofing Supply Group - Louisiana, LLC	 	1802 Southern Avenue	 	Shreveport	 	LA	 	71101
	49	 	Roofing Supply Group - Omaha, LLC	 	15001 W. Center Road	 	Omaha	 	NE	 	68144
	50	 	Roofing Supply Group - Omaha, LLC	 	2550 N. 10th Street	 	Gering	 	NE	 	69341
	51	 	Roofing Supply Group - Omaha, LLC	 	3210 Superior Street	 	Lincoln	 	NE	 	68504
	52	 	Roofing Supply Group - Polk County, LLC	 	3595 Recker Highway	 	Winter Haven	 	FL	 	33880
	53	 	Roofing Supply Group - Raleigh, LLC 	 	1424 Bloodworth St.	 	Raleigh	 	NC	 	27610
	54	 	Roofing Supply Group - Raleigh, LLC	 	1415 S. Bloodworth Street	 	Raleigh	 	NC	 	27610
	55	 	Roofing Supply Group - Southern California, LLC	 	20805 Currier Road	 	Walnut	 	CA	 	91789
	56	 	Roofing Supply Group - Southern California, LLC	 	2734 S. Susan St.	 	Santa Ana	 	CA	 	92704
	57	 	Roofing Supply Group - Southern California, LLC	 	14128 Kornblum Ave.	 	Hawthorne	 	CA	 	90250
	58	 	Roofing Supply Group - Tampa, LLC 	 	8501 Sabal Industrial Boulevard	 	Tampa	 	FL	 	33619
	59	 	Roofing Supply Group - Tampa, LLC 	 	12200 28th N	 	St. Petersburg	 	FL	 	33716
	60	 	Roofing Supply Group - Tampa, LLC 	 	3333-1 Canal Street	 	Jacksonville	 	FL	 	32209
	61	 	Roofing Supply Group - Tampa, LLC 	 	4705 Edison Avenue	 	Fort Myers	 	FL	 	33916
	62	 	Roofing Supply Group - Tampa, LLC 	 	2415 West Griffin Road	 	Leesburg	 	FL	 	34748
	63	 	Roofing Supply Group - Tampa, LLC 	 	2955 Whitfield Ave.	 	Sarasota	 	FL	 	34243
	64	 	Roofing Supply Group - Tuscaloosa, LLC	 	2705 Southside Dr.	 	Tuscaloosa	 	AL	 	35401
	65	 	Roofing Supply Group - Tuscaloosa, LLC	 	1854 B East I-65 Serivce Rd North	 	Mobile	 	AL	 	36617
	66	 	Roofing Supply Group - Washington, LLC	 	7901 1st Ave	 	Seattle 	 	WA	 	98108
	67	 	Roofing Supply Group - Washington, LLC	 	7011 E. Mission Ave.	 	Spokane	 	WA	 	99212
	68	 	Roofing Supply Group - Washington, LLC	 	6815 E. Missilon Ave.	 	Spokane	 	WA	 	99212
	69	 	Roofing Supply Group - Washington, LLC	 	12815 NE 178th Street	 	Woodinville	 	WA	 	98072
	70	 	Roofing Supply Group Orlando, LLC	 	1600 W. New Hampshire Street	 	Orlando	 	FL	 	32804
	71	 	Roofing Supply Group San Diego, LLC	 	5660 Kearny Villa Road	 	San Diego	 	CA	 	92123
	72	 	Roofing Supply Group St. Louis, LLC	 	1565 Vandeventer Avenue	 	St. Louis	 	MO	 	63110
	 	 	Roofing Supply Group (Texas), Inc.	 	 	 	 	 	 	 	 
	73	 	Roofing Supply Group Utah, LLC	 	2114 S. 400 West 	 	So. Salt Lake City	 	UT	 	84115
	74	 	Roofing Supply Group Utah, LLC	 	1631 West 2250 South	 	Ogden	 	UT	 	84401
	75	 	Roofing Supply Group Utah, LLC	 	1281 South Industrial Parkway	 	Provo	 	UT	 	84606



 






    2 


     


    

 


	76	 	Roofing Supply of Arizona, LLC	 	5307 West Missouri Ave.	 	Glendale	 	AZ	 	85301
	77	 	Roofing Supply of Arizona - East Valley, LLC	 	235 S Hibbert 	 	Mesa	 	AZ	 	85210
	78	 	Roofing Supply of Arizona - Tucson, LLC	 	3635 East Refinery Way	 	Tucson	 	AZ	 	85713
	79	 	Roofing Supply of Arizona - Tucson, LLC	 	3655 East Refinery Way	 	Tucson	 	AZ	 	85713
	80	 	Roofing Supply of Atlanta, LLC	 	6835 Southlake Parkway	 	Morrow	 	GA	 	30260
	81	 	Roofing Supply of Atlanta, LLC	 	2500 S. Main St.	 	Kennesaw	 	GA	 	30144
	82	 	Roofing Supply of Atlanta, LLC	 	522 W. Baxter Ave.	 	Knoxville	 	TN	 	37917
	83	 	Roofing Supply of Charlotte, LLC	 	1600 Westinghouse Blvd.	 	Charlotte	 	NC	 	28208
	84	 	Roofing Supply of Colorado, LLC	 	3750 E. Nome Street	 	Denver	 	CO	 	80239
	85	 	Roofing Supply of Colorado, LLC	 	2250 Reliable Circle 	 	Colorado Springs	 	CO	 	80906
	86	 	Roofing Supply of Columbia, LLC	 	1240 Atlas Road	 	Columbia	 	SC	 	29209
	87	 	Roofing Supply of Columbia, LLC	 	2932 Grandview Dr	 	Simpsonville 	 	SC	 	29680
	88	 	Roofing Supply of Columbia, LLC	 	906 Commerce Circle	 	Hanahan	 	SC	 	29410
	89	 	Roofing Supply of Columbia, LLC	 	4116 Ogeechee Road	 	Savannah	 	GA	 	31405
	90	 	Roofing Supply of Nashville, LLC	 	1707 Riverhills Dr.	 	Nashville	 	TN	 	37210
	91	 	Roofing Supply of New Mexico, LLC	 	2222 Fourth St., NW	 	Albuquerque	 	NM	 	87102
	92	 	Roofing Supply of Tennessee, LLC	 	1810 Getwell Road	 	Memphis	 	TN	 	38111







 




    3 


     


    


 





SCHEDULE 1.1(f)


 


CANADIAN ELIGIBLE INVENTORY LOCATIONS


 


	1.    Beacon Sales Acquisition, Inc. dba Enercon	 	
        139-219 Street E

        Saskatoon, SAS S7L 6Y6
	 	Saskatchewan	 	Canada
	 	 	 	 	 	 	 
	 	 	
        977 McDonald Street

        Regina, SAS S4N 2X5
	 	Saskatchewan	 	Canada
	 	 	 	 	 	 	 
	 	 	
        7688 132nd Street

        Surrey, BC V3W 4M9
	 	British Columbia	 	Canada
	 	 	 	 	 	 	 
	 	 	
        3144 Thunderbird Crescent

        Burnaby, BC V5A 3G5
	 	British Columbia	 	Canada
	 	 	 	 	 	 	 
	2.    Beacon Sales Acquisition, Inc. dba the Roof Center	 	
        202 South Blair Street

        Whitby, Ontario CA
	 	Ontario	 	Canada
	 	 	 	 	 	 	 
	3.    The Roofing Connection, a Division of Beacon Roofing Supply Canada Company 	 	
        45 John Savage Ave

        Dartmouth, Nova Scotia B3B 2C9
	 	Nova Scotia	 	Canada
	 	 	 	 	 	 	 
	4.    Groupe Bedard Montreal a Division of Beacon Roofing Supply Canada Company 	 	
        13 145 Prince Arthur

        Montreal Quebec H1A 1A9
	 	Quebec	 	Canada
	 	 	 	 	 	 	 
	5.    Entrepot de la Toiture Delson a Division of Beacon Roofing Supply Canada Company 	 	311 Chemin St. Francois-Xavier Delson, Quebec J5B 2A6	 	Quebec	 	Canada
	 	 	 	 	 	 	 
	6.    Groupe Bedard TroisRivieres a Division of Beacon Roofing Supply Canada Company 	 	
        12000 Boul. Louis-Loranger

        Trois-Rivieres, Quebec G9C 1M6
	 	Quebec	 	Canada
	 	 	 	 	 	 	 







    1 


     


    




 


SCHEDULE 1.1(f)


 


CANADIAN ELIGIBLE INVENTORY LOCATIONS







 


	7.    Groupe Bedard Quebec a Division of Beacon Roofing Supply Canada Company 	 	
        2375 av. Watt

        Quebec, Quebec G1P 3X2
	 	Quebec	 	Canada
	 	 	 	 	 	 	 
	8.    Beacon Roofing Supply Canada Company, Concord 	 	
        8400 Keele Street, Unit #1

        Concord, Ontario L4K 2A6
	 	Ontario	 	Canada
	 	 	 	 	 	 	 
	9.    Beacon Roofing Supply Canada Company, Cambridge 	 	
        1139 Industrial Road, Unit #2

        Cambridge, Ontario N3H 4W3
	 	Ontario	 	Canada
	 	 	 	 	 	 	 
	10.  Beacon Roofing Supply Canada Company, London 	 	
        961 Pond Mills Road

        London, Ontario N6N 1C3
	 	Ontario	 	Canada
	 	 	 	 	 	 	 
	11.  Beacon Roofing Supply Canada Company, Ottawa 	 	
        2801 Sheffield Road

        Ottawa, Ontario K1B 3V8
	 	Ontario	 	Canada
	 	 	 	 	 	 	 
	12.  PosiSlope a Division of Beacon Roofing Supply Canada Company 	 	
        5720 Timberlea Blvd, Suite 206

        Mississauga, Ontario L4W 4W2
	 	Ontario	 	Canada
	 	 	 	 	 	 	 
	 	 	
        615 The Kingsway

        Peterborough, Ontario K9J 7G2
	 	Ontario	 	Canada
	 	 	 	 	 	 	 
	 	 	
        3555, 36 ieme Ave

        Montreal, Quebec H1A 1A9
	 	Quebec	 	Canada
	 	 	 	 	 	 	 







    2 


     


    




 


SCHEDULE 1.1(f)


 


CANADIAN ELIGIBLE INVENTORY LOCATIONS


 







	13.  Enercon Products a Division of Beacon Roofing Supply Canada Company 	 	
        9610 54 Avenue

        Edmonton, AB T6E 5V1
	 	Alberta	 	Canada
	 	 	 	 	 	 	 
	 	 	
        2845 107 Avenue SE

        Calgary, AB T2Z 4S8
	 	Alberta	 	Canada
	 	 	 	 	 	 	 
	 	 	
        3144 Thunderbird Crescent

        Burnaby, BC V5A 3G5
	 	British Columbia	 	Canada
	 	 	 	 	 	 	 
	 	 	
        #1 – 7688 132 Street

        Surrey, BC V3W 4M9
	 	British Columbia	 	Canada
	 	 	 	 	 	 	 
	 	 	
        139 – 219 Street East

        Saskatoon, SK S7L 6Y6
	 	Saskatchewan	 	Canada
	 	 	 	 	 	 	 
	 	 	
        977 McDonald Street

        Regina, SK S4N 2X5
	 	Saskatchewan	 	Canada







 






    3 


     


    

 


SCHEDULE 1.1(g)


 


EXISTING LETTERS OF CREDIT


  


	Beneficiary	 	Issuing Bank	 	LOC #	 	Issuance Date	 	Maturity	 	Amount	 
	National Union Fire Insurance Co. of Pittsburgh, PA	 	JPMorgan Chase Bank, N.A.	 	TPTS-312119	 	2/23/2007	 	11/04/2015	 	$	1,297,216	 
	National Union Fire Insurance Co. of Pittsburgh, PA	 	JPMorgan Chase Bank, N.A.	 	TPTS-266355	 	12/06/2007	 	11/04/2015	 	$	1,799,750	 
	Liberty Mutual Insurance Company	 	JPMorgan Chase Bank, N.A.	 	CPCS-294795	 	12/17/2012	 	12/14/2015	 	$	1,398,000	 
	Liberty Mutual Insurance Company	 	JPMorgan Chase Bank, N.A.	 	CPCS-842798	 	02/07/2014	 	1/31/2016	 	$	1,172,000	 
	Travelers Indemnity Company	 	Wells Fargo Bank NA	 	IS0011151-166	 	04/06/2012	 	11/27/2015	 	$	3,575,000	 
	Arrowhead Indemnity Company	 	Wells Fargo Bank NA	 	SM218190W-224	 	04/05/2012	 	02/01/2016	 	$	5,000	 
	Liberty Mutual Insurance Company	 	Wells Fargo Bank NA	 	SM218193W-216	 	04/05/2012	 	02/01/2016	 	$	43,845	 
	National Union Fire Insurance Co. of Pittsburgh PA	 	Wells Fargo Bank NA	 	SM224804W-232	 	04/05/2012	 	11/30/2015	 	$	1,311,613	 



 




    1 


     


    


 





SCHEDULE 1.1(h)


 


RSG BORROWERS


 







		1.	CDRR Holding, Inc.



		2.	Roofing Supply Group, LLC



		3.	Roofing Supply, LLC



		4.	Austin Roofer’s Supply, LLC



		5.	Dallas–Fort Worth Roofing Supply, LLC



		6.	Fort Worth Roofing Supply, LLC



		7.	Roofing Supply of Arizona, LLC



		8.	Las Vegas Roofing Supply, LLC



		9.	Roofing Supply Group – California, LLC



		10.	Roofing Supply Group of Oklahoma, LLC



		11.	Roofing Supply Group Orlando, LLC



		12.	Roofing Supply Group - Fresno, LLC



		13.	Roofing Supply Transportation, LLC



		14.	Roofing Supply of Arizona - East Valley, LLC



		15.	Roofing Supply of Arizona-Tucson, LLC



		16.	Roofing Supply Group – Southern California, LLC



		17.	Roofing Supply Group - Bay Area, LLC



		18.	Roofing Supply of Colorado, LLC



		19.	Roofing Supply Group-Kansas City, LLC



		20.	North Louisiana Roofing Supply, LLC



		21.	Roofing Supply Group - Louisiana, LLC



		22.	Roofing Supply Group - Omaha, LLC



		23.	Roofing Supply of New Mexico, LLC



		24.	Roofing Supply of Tennessee, LLC



		25.	Roofing Supply of Nashville, LLC



		26.	Roofing Supply Group St. Louis, LLC



		27.	Roofing Supply Group of Cleveland, LLC



		28.	Roofing Supply Group of Pittsburgh, LLC



		29.	Roofing Supply Group Utah, LLC



		30.	Roofing Supply Group San Diego, LLC



		31.	Roofing Supply Group of Columbus, LLC



		32.	Roofing Supply of Atlanta, LLC



		33.	Roofing Supply of Charlotte, LLC



		34.	Roofing Supply Group-Greensboro, LLC



		35.	Roofing Supply Group - Cincinnati, LLC



		36.	Roofing Supply of Columbia, LLC



		37.	Roofing Supply Group of Virginia, LLC



		38.	Roofing Supply Group - Tampa, LLC



		39.	Roofing Supply Group – Polk County, LLC



		40.	Roofing Supply Group – Raleigh, LLC



		41.	Roofing Supply Group – Kentucky, LLC



		42.	Roofing Supply Group (Texas), Inc.



		43.	Roofing Supply Finance, Inc.



		44.	Roofing Supply Group - Washington, LLC



		45.	Roofing Supply Group - Alabama, LLC



		46.	Roofing Supply Group-Tuscaloosa, LLC



 





    1 


     


    


 





SCHEDULE 1.1(i)


 


UNRESTRICTED SUBSIDIARIES


 










None. 


 




    1 


     


    


 





SCHEDULE 7.3(e)


 


POST-CLOSING OBLIGATIONS


 







1.  The Borrower Representative shall, within ninety (90) days
after the Closing Date, provide evidence that is reasonably satisfactory to the Administrative Agent that each of the tax liens
listed below (other than any such lien that constitutes a Permitted Lien under Section 10.2(c) of the Agreement) have been
discharged and released:


 


	 Debtor	 	Office	 	File Number	 	File Date
	 	 	 	 	 	 	 
	Beacon Sales Acquisition Inc.	 	NJ – Mercer County Clerk	 	DJ 267095 12	 	12/19/12
	 	 	 	 	 	 	 
	 	 	WY- Laramie County Clerk	 	Book 2355 Page 323	 	08/23/13
	 	 	 	 	 	 	 
	 	 	 	 	Book 2355 Page 324	 	08/23/13
	 	 	 	 	 	 	 
	 	 	 	 	Book 2364 Page 613	 	10/28/13
	 	 	 	 	 	 	 
	 	 	 	 	Book 2377 Page 1375	 	02/19/14
	 	 	 	 	 	 	 
	 	 	 	 	Book 2377 Page 1376	 	02/19/14
	 	 	 	 	 	 	 
	 	 	 	 	Book 2385 Page 1239	 	04/17/14
	 	 	 	 	 	 	 
	 	 	 	 	Book 2389 Page 1070	 	05/16/14
	 	 	 	 	 	 	 
	 	 	 	 	Book 2389 Page 1071	 	05/16/14
	 	 	 	 	 	 	 
	 	 	 	 	Book 2398 Page 1409	 	07/22/14
	 	 	 	 	 	 	 
	 	 	 	 	Book 2399 Page 448	 	07/25/14
	 	 	 	 	 	 	 
	 	 	 	 	Book 2399 Page 449	 	07/25/14
	 	 	 	 	 	 	 
	 	 	WY- Natrona County Clerk	 	961405 	 	10/31/13
	 	 	 	 	 	 	 
	 	 	 	 	969650	 	04/17/14
	 	 	 	 	 	 	 
	 	 	 	 	975244	 	07/23/14
	 	 	 	 	 	 	 
	Austin Roofers Supply LLC	 	TX – El Paso County Clerk	 	2013001181	 	02/15/13
	 	 	 	 	 	 	 
	Dallas – Fort Worth Roofing Supply LLC	 	TX – Dallas County Clerk	 	201500095801	 	04/17/15
	 	 	 	 	 	 	 
	Roofing Supply of Columbia LLC	 	SC – Berkeley County  Register of Deeds	 	
        2015-00003575

         

        Vol 486 Pg 251
	 	04/20/15
	 	 	 	 	 	 	 



 



    1 


     


    

 





SCHEDULE 7.3(e)


 


POST-CLOSING OBLIGATIONS


 







	 Debtor	 	Office	 	File Number	 	File Date
	 	 	 	 	 	 	 
	 	 	 	 	
        2015-00003582

         

        Vol 486 Pg 265
	 	04/20/15
	 	 	 	 	 	 	 
	 	 	 	 	
        2015-00003589

         

        Vol 486 Pg 279
	 	04/20/15
	 	 	 	 	 	 	 
	 	 	 	 	
        2015-00003590

         

        Vol 486 Pg 281
	 	04/20/15
	 	 	 	 	 	 	 
	 	 	 	 	
        2015-00003697

         

        Vol 487 Pg 147
	 	04/24/15
	 	 	 	 	 	 	 
	 	 	 	 	
        2015-00003698

         

        Vol 487 Pg 149
	 	04/24/15


 


2.   Within ten (10) Business Days after the Closing Date, the
Administrative Agent shall have received any certificates (other than to the extent constituting a general intangible, or, subject
to delivery of a control agreement, an uncertificated security) of “branch” subsidiaries
of the Target Company that were not delivered at Closing pursuant to Section 7.1(g)(ii).


 


3.   The Borrower Representative shall, within ninety (90) days
after the Closing Date, provide evidence that is reasonably satisfactory to the Administrative Agent that the liens (other than
any such lien that constitutes a Permitted Lien under Section 10.2 of the Agreement) registered in favour of any of General
Electric Capital Corporation, GE Canada Finance Holding Company, Heller Financial Canada Ltd., Heller Financial Inc. and Heller
Financial Canada Holding Company  (as applicable), against the following trademarks, with the Canadian Intellectual Property
Office have been discharged and released:


 


TMA568,034


TMA457,050


TMA459,722


TMA330,179


TMA568,034


TMA457,050


TMA459,722


TMA330,179


TMA457,050


TMA459,722


TMA330,179


TMA457,050


TMA459,722


TMA330,179





TMA457,050


TMA459,722


TMA330,179



 






    2 


     


    

 





SCHEDULE 7.3(e)


 


POST-CLOSING OBLIGATIONS













   







4.   The Borrower Representative shall, within sixty (60) days
after the Closing Date, provide evidence that is reasonably satisfactory to the Administrative Agent that each of the following
PPSA registrations filed in the Province of Alberta have been discharged and released:


 


PPSA Registration Number 11050313857 (filed against
Enercon Products Inc. in favour of General Electric Capital Corporation, as Administrative Agent)


 


PPSA Registration Number 11050314339, as amended by
registration number 11050434140 (filed against Enercon Products Inc. in favour of GE Canada Finance Holding Company, as Administrative
Agent)


 


5.   Within ten (10) Business Days after the Closing
Date, the Borrower Representative shall have delivered an executed Notice of Termination of Blocked Accounts Agreement for the
Blocked Accounts Agreement dated as of November 15, 2012 covering accounts held at Bank of Montreal.


 




    3 


     


    


 


SCHEDULE 8.1


 


JURISDICTIONS OF ORGANIZATION AND QUALIFICATION


 


	Credit Party	 	Jurisdiction
	Beacon Roofing Supply, Inc.	 	Delaware
	Beacon Sales Acquisition, Inc.	 	Delaware
	Beacon Canada, Inc.	 	Delaware
	Beacon Roofing Supply Canada Company	 	Nova Scotia, Canada
	Beacon Leadership Acquisition II, LLC	 	Delaware
	CDRR Holding, Inc.	 	Delaware
	Roofing Supply Group, LLC	 	Delaware
	Roofing Supply, LLC	 	Delaware
	Austin Roofer’s Supply, LLC	 	Delaware
	Dallas-Fort Worth Roofing Supply, LLC	 	Delaware
	Fort Worth Roofing Supply, LLC	 	Delaware
	Roofing Supply of Arizona, LLC	 	Delaware
	Las Vegas Roofing Supply, LLC	 	Delaware
	Roofing Supply Group – California, LLC	 	Delaware
	Roofing Supply Group of Oklahoma, LLC	 	Delaware
	Roofing Supply Group Orlando, LLC	 	Delaware
	Roofing Supply Group – Fresno, LLC f/k/a Roofing Supply of Northern California, LLC	 	Delaware
	Roofing Supply Transportation, LLC	 	Delaware
	Roofing Supply of Arizona – East Valley, LLC	 	Delaware
	Roofing Supply of Arizona – Tucson, LLC	 	Delaware
	Roofing Supply Group – Southern California, LLC	 	Delaware
	Roofing Supply Group – Bay Area, LLC (f/k/a Roofing Supply Group – Vallejo, LLC)	 	Delaware
	Roofing Supply of Colorado, LLC	 	Delaware
	Roofing Supply Group–Kansas City, LLC	 	Delaware
	North Louisiana Roofing Supply, LLC	 	Delaware
	Roofing Supply Group – Louisiana, LLC	 	Delaware
	Roofing Supply Group – Omaha, LLC	 	Delaware
	Roofing Supply of New Mexico, LLC	 	Delaware
	Roofing Supply of Tennessee, LLC	 	Delaware



 






    1 


     


    


 





SCHEDULE 8.1


 


JURISDICTIONS OF ORGANIZATION AND QUALIFICATION


 


	Credit Party	 	Jurisdiction 
	Roofing Supply of Nashville, LLC	 	Delaware
	Roofing Supply Group St. Louis, LLC	 	Delaware
	Roofing Supply Group of Cleveland, LLC	 	Delaware
	Roofing Supply Group of Pittsburgh, LLC	 	Delaware
	Roofing Supply Group Utah, LLC	 	Delaware
	Roofing Supply Group San Diego, LLC	 	Delaware
	Roofing Supply Group of Columbus, LLC	 	Delaware
	Roofing Supply of Atlanta, LLC	 	Delaware
	Roofing Supply of Charlotte, LLC	 	Delaware
	Roofing Supply Group-Greensboro, LLC	 	Delaware
	Roofing Supply Group – Cincinnati, LLC	 	Delaware
	Roofing Supply of Columbia, LLC	 	Delaware
	Roofing Supply Group of Virginia, LLC	 	Delaware
	Roofing Supply Group – Tampa, LLC	 	Delaware
	Roofing Supply Group – Polk County, LLC	 	Delaware
	Roofing Supply Group – Raleigh, LLC	 	Delaware
	Roofing Supply Group – Kentucky, LLC	 	Delaware
	Roofing Supply Group (Texas), Inc.	 	Delaware
	Roofing Supply Finance, Inc.	 	Delaware
	Roofing Supply Group – Washington, LLC	 	Delaware
	Roofing Supply Group – Alabama, LLC	 	Delaware
	Roofing Supply Group – Tuscaloosa, LLC	 	Delaware



 






    2 


     


    

 





SCHEDULE 8.2


 


SUBSIDIARIES AND CAPITALIZATION


 





	Name of Grantor	 	
        Name of Equity

        Holder
	 	Class and Series	 	
        Percentage of

        Ownership

        Interests of such

        Class and Series
	 	
        Certificate

        Number, if

        applicable

	 	 	 	 	 	 	 	 	 
	Beacon Roofing Supply, Inc.	 	
        Public Company

        NASDAQ
	 	Common	 	N/A	 	N/A
	 	 	 	 	 	 	 	 	 
	Beacon Sales Acquisition, Inc.	 	Beacon Roofing Supply, Inc.	 	Common	 	100%	 	No. 2
	 	 	 	 	 	 	 	 	 
	Beacon Canada, Inc.	 	Beacon Sales Acquisition, Inc.	 	Common	 	100%	 	No.1/No.2
	 	 	 	 	 	 	 	 	 
	Beacon Roofing Supply Canada Company	 	Beacon Canada, Inc.	 	Common	 	100%	 	No. 2/No. C-2
	 	 	 	 	 	 	 	 	 
	Beacon Leadership Acquisition II, LLC	 	Beacon Roofing Supply, Inc.	 	Interest	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	CDRR Holding, Inc.	 	Beacon Leadership Acquisition II, LLC	 	Common	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group, LLC	 	CDRR Holding, Inc.	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group (Texas), Inc.	 	Roofing Supply Group, LLC	 	Common	 	100%	 	No. 2
	 	 	 	 	 	 	 	 	 
	Roofing Supply, LLC	 	Roofing Supply Group (Texas), Inc.	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Austin Roofer’s Supply, LLC	 	Roofing Supply Group (Texas), Inc.	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Dallas-Fort Worth Roofing Supply, LLC	 	Roofing Supply Group (Texas), Inc	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Fort Worth Roofing Supply, LLC	 	Roofing Supply Group (Texas), Inc	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply of Arizona, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Las Vegas Roofing Supply, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group – California, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group of Oklahoma, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group – Fresno, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 







    1 


     


    

 





SCHEDULE 8.2


 


SUBSIDIARIES AND CAPITALIZATION


 


	Name of Grantor	 	
        Name of Equity

        Holder
	 	Class and Series	 	
        Percentage of

        Ownership

        Interests of such

        Class and Series
	 	
        Certificate

        Number, if

        applicable

	 	 	 	 	 	 	 	 	 
	Roofing Supply Transportation, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	No. 2
	 	 	 	 	 	 	 	 	 
	Roofing Supply Finance, Inc.	 	Roofing Supply Group, LLC	 	Common	 	100%	 	No. 2
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group – Washington, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group – Southern California, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply of Arizona – East Valley, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply of Arizona – Tucson, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply of Atlanta, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply of Charlotte, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply of Colorado, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply of Columbia, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group – Bay Area, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group – Alabama, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	No. 1/ No. 4/ No. 5
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group of Cleveland, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group – Cincinnati, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group–Kansas City, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	North Louisiana Roofing Supply, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group - Louisiana, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 










    2 


     


    

 





SCHEDULE 8.2


 


SUBSIDIARIES AND CAPITALIZATION


 


	Name of Grantor	 	
        Name of Equity

        Holder
	 	Class and Series	 	
        Percentage of

        Ownership

        Interests of such

        Class and Series
	 	
        Certificate

        Number, if

        applicable

	 	 	 	 	 	 	 	 	 
	Roofing Supply Group – Omaha, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply of New Mexico, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply of Tennessee, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply of Nashville, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group St. Louis, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group of Pittsburgh, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group Utah, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group San Diego, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group-Greensboro, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group of Virginia, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group – Tampa, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group – Polk County, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group – Raleigh, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group – Kentucky, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	N/A
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group – Tuscaloosa, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	No. 1
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group of Columbus, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	No. 1
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group Orlando, LLC	 	Roofing Supply Group, LLC	 	Units	 	100%	 	No. 1/No. 4












 






    3 


     


    

 





SCHEDULE 8.6


 


AUDIT MATTERS


 


1.   CDRR Holding, Inc. or one or more of its subsidiaries is
currently subject to a California state income/franchise tax audit relating to sourcing of income in connection with a transaction
that occurred in 2006.


 


2.   Other Audits:


 


	Legal Entity	 	Auditing Entity	 	Audit Type
	 	 	 	 	 
	Roofing Supply of Colorado, LLC	 	Town of Parker (Colorado)	 	Sales & Use Tax
	 	 	 	 	 
	Las Vegas Roofing Supply, LLC	 	Idaho State Tax Commission	 	Sales & Use Tax
	 	 	 	 	 
	Las Vegas Roofing Supply, LLC	 	Idaho State Tax Commission	 	Sales & Use Tax
	 	 	 	 	 
	Roofing Supply of Utah, LLC	 	Idaho State Tax Commission	 	Sales & Use Tax
	 	 	 	 	 
	Roofing Supply of Utah, LLC	 	Idaho State Tax Commission	 	Sales & Use Tax
	 	 	 	 	 
	Roofing Supply Group - Washington, LLC	 	Idaho State Tax Commission	 	Sales & Use Tax
	 	 	 	 	 
	Roofing Supply Group - California, LLC	 	California BOE	 	Sales & Use Tax
	 	 	 	 	 
	Roofing Supply, LLC	 	California BOE	 	Sales & Use Tax
	 	 	 	 	 
	Las Vegas Roofing Supply, LLC	 	California BOE	 	Sales & Use Tax
	 	 	 	 	 
	Austin Roofer's Supply, LLC	 	California BOE	 	Sales & Use Tax
	 	 	 	 	 
	Roofing Supply Group - Omaha, LLC	 	South Dakota DOR	 	Sales & Use Tax
	 	 	 	 	 
	Roofing Supply Group - Kentucky, LLC	 	Kentucky Department of Revenue	 	Sales & Use Tax
	 	 	 	 	 
	Dallas - Fort Worth Roofing Supply, LLC	 	Texas Department of Revenue	 	Sales & Use Tax
	 	 	 	 	 
	Austin Roofer's Supply, LLC	 	Texas Department of Revenue	 	Sales & Use Tax
	 	 	 	 	 







    1 


     


    


 





SCHEDULE 8.6


 


AUDIT MATTERS


 


	Legal Entity	 	Auditing Entity	 	Audit Type
	 	 	 	 	 
	Fort Worth Roofing Supply, LLC	 	Texas Department of Revenue	 	Sales & Use Tax
	 	 	 	 	 
	Roofing Supply of Arizona, LLC	 	California BOE	 	Sales & Use Tax
	 	 	 	 	 
	Roofing Supply of Arizona - Tucson, LLC	 	California BOE	 	Sales & Use Tax
	 	 	 	 	 
	Roofing Supply Group Bay Area, LLC	 	California BOE	 	Sales & Use Tax
	 	 	 	 	 
	Roofing Supply of Fresno, LLC	 	California BOE	 	Sales & Use Tax
	 	 	 	 	 
	Roofing Supply Group San Diego, LLC	 	California BOE	 	Sales & Use Tax
	 	 	 	 	 
	Roofing Supply Group - Southern California, LLC	 	California BOE	 	Sales & Use Tax
	 	 	 	 	 
	Roofing Supply Group - Louisiana, LLC	 	Texas Department of Revenue	 	Sales & Use Tax
	 	 	 	 	 
	Roofing Supply of Tennessee, LLC	 	Louisiana	 	Sales & Use Tax
	 	 	 	 	 
	Beacon Roofing Supply, Inc. and Subsidiaries	 	Federal US	 	Income Tax
	 	 	 	 	 
	Beacon Roofing Supply, Inc.	 	North Carolina	 	Income & Franchise Tax
	 	 	 	 	 
	Beacon Sales Acquisition, Inc.	 	North Carolina	 	Income & Franchise Tax
	 	 	 	 	 







    2 


     


    

 





SCHEDULE 8.6


 


AUDIT MATTERS


 


	Legal Entity	 	Auditing Entity	 	Audit Type
	 	 	 	 	 
	Beacon Sales Acquisition, Inc. dba Dealers Choice & AL Roofing Supply	 	Alabama	 	Sales & Use Tax, Business License
	 	 	 	 	 
	Beacon Sales Acquisition, Inc. dba Shelter Distribution & North Coast Roofing Systems	 	Kentucky	 	Sales & Use Tax
	 	 	 	 	 
	Beacon Sales Acquisition, Inc. dba West End Roofing	 	Texas	 	Sales & Use Tax
	 	 	 	 	 
	Beacon Sales Acquisition, Inc. dba The Roof Center & Best Distribution	 	Virginia 	 	Sales & Use Tax
	 	 	 	 	 
	Beacon Sales Acquisition, Inc. dba West End Roofing	 	Ascension Parish, LA	 	Sales & Use Tax
	 	 	 	 	 
	Beacon Sales Acquisition, Inc. dba West End Roofing	 	Baton Rouge, LA	 	Sales & Use Tax
	 	 	 	 	 
	Beacon Sales Acquisition, Inc. dba West End Roofing	 	Calcasieu, LA	 	Sales & Use Tax
	 	 	 	 	 
	Beacon Sales Acquisition, Inc.	 	Indiana	 	Property Tax



 



    3 


     


    


 










SCHEDULE 8.9


 


ERISA MATTERS


 


Beacon Sales Acquisition, Inc. contributes to the following
Multiemployer Plans:


 


1.  Suburban Teamsters of Northern Illinois Pension Fund. 


 


2.  International Union of Operating Engineers Central
Pension Fund.


 


3.  New England Teamsters and Trucking Industry Pension
Fund.


 




    	 	1	 



     


    

 


SCHEDULE 8.12


 


Labor
and Collective Bargaining Agreements


 


Beacon Sales Acquisition, Inc. is a party to the following collective
bargaining agreements:


 


1.  Elgin, IL – General Chauffeurs, Salesdrivers,
and Helpers Local Union No. 330 an affiliate of the International Brotherhood of Teamsters.


 


2.  North Wales, PA, Yeadon PA, Eddystone PA, and Pennsauken,
NJ – Local 542, International Union of Operating Engineers.


 


3.  Somerville, MA – Local 25, International Brotherhood
of Teamsters.


 


4.  New Castle, PA – Teamsters Local Union No. 261.


 




    	 	1	 



     


    

 


SCHEDULE 8.17


 


REAL
PROPERTY


 


	Credit Party	 	Mailing Address	 	County
	 	 	 	 	 
	Beacon Sales Acquisition, Inc.	 	
        730 Wellington Avenue

        Cranston, RI 02910
	 	Providence
	 	 	 	 	 
	 	 	
        251 Locust Street

        Hartford, CT 06114
	 	Hartford
	 	 	 	 	 
	 	 	
        10024 South Willow St.

        Manchester, NH 03013
	 	Hillsborough
	 	 	 	 	 
	 	 	
        740 Canal Street

        Jacksonville, FL 32209
	 	Duval
	 	 	 	 	 
	 	 	
        737 Flory Mill Rd.

        Lancaster, PA 17601
	 	Lancaster
	 	 	 	 	 
	 	 	
        530 Morgantown Rd.

        Reading, PA 19611
	 	Berks
	 	 	 	 	 
	 	 	
        7891 Notes Drive

        Manassas, VA 22304
	 	Prince William County
	 	 	 	 	 
	 	 	
        505 Marvel Road

        Salisbury, MD 21801
	 	Wicomico
	 	 	 	 	 
	 	 	
        500 E. Dover Road

        Easton, MD 21601
	 	Talbot
	 	 	 	 	 
	Beacon Roofing Supply Canada Company	 	
        3555, 36 ieme Avenue

        Montreal, Quebec H1A 3K1
	 	 
	 	 	 	 	 
	 	 	12000 Boul. Louis Loranger, Toris-Rivieres, Quebec	 	 
	 	 	 	 	 
	 	 	311 Chemin St-Francois – Xavier, Delson, Quebec	 	 
	 	 	 	 	 
	 	 	2375 Watt, Ste-Foy, Quebec	 	 
	 	 	 	 	 
	 	 	13 145 Prince-Arthur, Montreal, Quebec	 	 


 


The locations set forth on Schedules 2(c), 2(d), 2(e) and 2(f)
of the Perfection Certificate delivered to the Administrative Agent on the Closing Date are incorporated herein by cross-reference.


 




    	 	1	 



     


    

 


SCHEDULE 8.24


 


Material
Contracts


 


None.


 




    	 	1	 



     


    

 


SCHEDULE 9.2


 


Financial
and Collateral Reports


 


Deliver to Administrative Agent (and if
so requested by Administrative Agent, with copies for each Lender) each of the financial statements, reports, or other items set
forth below at the following times in form satisfactory to Administrative Agent:


 


 


	1.	If and when filed by any Credit Party or Restricted Subsidiary:	 	(a) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, and
	 	 	 	 
	 	 	 	(b) any other filings made by any such Person with the SEC.
	 	 	 	 
	2.	(a) Twenty (20) days after the end of each fiscal month (or, if such day is not a Business Day, on the next succeeding Business Day) and (b) at any time that Adjusted Excess Availability is less than the greater of (i) fifteen percent (15.0%) of the Loan Cap and (ii) $90,000,000 for any five (5) consecutive Business Days or an Event of Default exists or has occurred and is continuing, at the election of Administrative Agent, then on Wednesday of each week (or, if such day is not a Business Day, on the next succeeding Business Day):	 	
        (a) A Borrowing Base Certificate showing the Borrowing Base
        as of the close of business as of the last day of the immediately preceding fiscal month or, in the case of any weekly Borrowing
        Base Certificate, as of the close of business on the immediately preceding Friday, each such Borrowing Base Certificate to be certified
        as complete and correct by a Responsible Officer of Borrower Representative (and in the event of delivery of weekly Borrowing Base
        Certificates, such delivery shall continue for not less than four (4) weeks),

         

        (b) an Account roll-forward with supporting details supplied
        from sales journals, collection journals, credit registers and any other records, in a format reasonably acceptable to Administrative
        Agent, tied to the beginning and ending account receivable balances of Borrowers’ general ledger,

         

        (c) notice of all claims, offsets, or disputes in excess of
        $100,000 asserted by Account Debtors with respect to any Account of a Borrower (to the extent such Account is an Eligible Account);

         

        (d) Inventory system/perpetual reports specifying the cost and
        the wholesale market value of Borrowers’ Inventory, by category, with additional detail showing additions to and deletions
        therefrom (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting),

         

        (e) a detailed aging, by total, of Borrowers’ Accounts,
        together with a reconciliation and supporting documentation for any reconciling items noted (delivered electronically in an acceptable
        format, if Borrowers have implemented electronic reporting),

         

        (f) a detailed calculation of those Accounts that are not eligible
        for the Borrowing Base, if Borrowers have not implemented electronic reporting,



 




    	 	1	 



     


    

 


SCHEDULE 9.2


 


Financial
and Collateral Reports



 


	 	 	 	
        (g) a detailed Inventory system/perpetual report together with
        a reconciliation to Borrowers’ general ledger accounts (delivered electronically in an acceptable format, if Borrowers have
        implemented electronic reporting),

         

        (h) a detailed calculation of Inventory categories that are
        not eligible for the Borrowing Base, if Borrowers have not implemented electronic reporting,

         

        (i) a detailed aging, by vendor, of Borrowers’ accounts
        payable and any book overdraft (delivered electronically in an reasonably acceptable format, if Borrowers have implemented electronic
        reporting) and an aging, by vendor, of any held checks.

	 	 	 	 
	3.	Quarterly (no later than the thirtieth (30th) day after each quarter end):	 	
        Reports with respect to taxes
        as follows:

        Beacon:

         

        (i) Real and Personal Property: listing of taxes pursuant to
        a property real estate tax schedule indicating jurisdiction (vendor), description, and tax paid/estimate

         

        (ii) Sales: sales and use tax liability worksheet setting forth
        period, state, frequency form and amount due, together with confirmation from third party vendor payments made.

         

        RSG

         

        (i) Sales: for RSG to be included with Beacon information above
        or a separate listing of unpaid and due date.

         

        Beacon Canada –HST and CRA statements provided by Canadian
        taxing authorities, if any.

         

        (b) A reconciliation of Accounts, trade accounts payable, and
        Inventory of Borrowers’ general ledger accounts to their quarterly financial statements
        including any book reserves related to each category (provided, that at any time monthly financial statements are required to be
        delivered under the terms of the Credit Agreement, such reconciliation shall be delivered on a monthly basis with such financial
        statements and reconciled to their monthly financial statements).



 




    	 	2	 



     


    

 


SCHEDULE 9.2


 


Financial
and Collateral Reports



 


	4.	Annually (no later than the thirtieth (30th) day after each year end):	 	A detailed list of Borrowers’ active customers, with address and contact information.
	 	 	 	 
	5.	Upon the request of Administrative Agent:	 	
        (a) Copies of purchase orders and invoices, together with corresponding
        shipping and delivery documents, and credit memos together with corresponding supporting documentation, with respect to invoices
        and credit memos in excess of an amount determined in the sole discretion of Administrative Agent, from time to time,

         

        (b) copies of invoices together with corresponding shipping
        and delivery documents, and credit memos together with corresponding supporting documentation, with respect to invoices and credit
        memos in excess of an amount to be determined by Administrative Agent in its Permitted Discretion, from time to time, and

         

        (c) such other reports as to the Collateral or the financial
        condition of Holdings and its Subsidiaries, as Administrative Agent may reasonably request.

	 	 	 	 
	6.	Contemporaneously with the delivery of each Compliance Certificate:	 	Copies of (a) each Material Contract entered into since the delivery of the previous Compliance Certificate, and (b) each material amendment or modification of any Material Contract entered into since the delivery of the previous Compliance Certificate.


 




    	 	3	 



     


    

 


SCHEDULE 9.14(a)


 


DEPOSIT
ACCOUNT AND CASH MANAGEMENT BANKS


 


Within ninety (90) days following the Closing Date, the relevant
Credit Party shall deliver a Control Agreement for the following Deposit Accounts (that are not Excluded Accounts) in accordance
with the terms of Section 9.14 of the Agreement:


 


	Credit

    Party(Account

    Holder)	 	Type of Account 	 	Financial

    Institution	 	Account Number
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Bank of America	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Key Bank	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	PNC	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Bank of America	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	PNC	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	BB&T	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	First National Bank	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Citizens Bank	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Bank of America	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Wells Fargo	 	***



 




    	 	1	 



     


    

 


SCHEDULE 9.14(a)


 


DEPOSIT
ACCOUNT AND CASH MANAGEMENT BANKS


 


	BEACON SALES ACQUISITION INC.	 	Collection Account	 	BB&T	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Bank of America	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	BB&T	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	PNC	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Susquehanna	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Cap One	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Bank of America	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	TD Bank	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	TD Bank	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Disbursement Account	 	TD Bank	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Disbursement Account	 	TD Bank	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Disbursement Account	 	TD Bank	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Bank of Montreal	 	***
	 	 	 	 	 	 	 
	BEACON ROOFING SUPPLY	 	Disbursement Account	 	Bank of America	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Bank of America	 	***


 




    	 	2	 



     


    

 


SCHEDULE 9.14(a)


 


DEPOSIT
ACCOUNT AND CASH MANAGEMENT BANKS


 


	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Regions Bank	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Bank of America	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	US Bank	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Bank of America	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Bank of America	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Bank of America	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Fifth Third Bank	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Bank of America	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Disbursement Accont	 	Bank of America	 	***
	 	 	 	 	 	 	 
	BEACON ROOFING SUPPLY	 	Disbursement Account	 	Bank of America	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Disbursement Account	 	Bank of America	 	***
	 	 	 	 	 	 	 
	BEACON ROOFING SUPPLY	 	Disbursement Account	 	Wells Fargo	 	***



 




    	 	3	 



     


    

 


SCHEDULE 9.14(a)


 


DEPOSIT
ACCOUNT AND CASH MANAGEMENT BANKS


 


	BEACON SALES ACQUISITION INC.	 	Collection Account	 	Bank of America	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Disbursement Account	 	Citibank	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Disbursement Account	 	JPMorganChase	 	***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Collection Account	 	US Bank	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group of Cleveland, LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group - Southern California LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group - Kentucky LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group LLC - Beaumont 	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group of Columbus,  LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Dallas - Fort Worth Roofing Supply,  LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group of Oklahoma LLC	 	Disbursement Account	 	JP Morgan Chase	 	***



 




    	 	4	 



     


    

 


SCHEDULE 9.14(a)


 


DEPOSIT
ACCOUNT AND CASH MANAGEMENT BANKS


 


	Roofing Supply Group - Bay Area LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Austin Roofer's Supply LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group of Cleveland, LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group LLC  - Houston 	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group,  LLC	 	Collection Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group,  LLC	 	Collection Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group of Cincinnati LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group of Colorado, LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Fort Worth Roofing Supply  LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Las Vegas Roofing Supply  LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group - Kentucky,  LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group,  LLC	 	Collection Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group - Bay Area LLC	 	Disbursement Account	 	JP Morgan Chase	 	***


 




    	 	5	 



     


    

 


SCHEDULE 9.14(a)


 


DEPOSIT
ACCOUNT AND CASH MANAGEMENT BANKS


 


	Las Vegas Roofing Supply, LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group Orlando LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group - Tampa LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Austin Roofer's Supply LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply of Colorado LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply of Atlanta LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group - California, LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group - Washington LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group - Washington LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Dallas-Ft Worth Roofing Supply LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply of Atlanta LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group-Louisiana, LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	North Louisiana Roofing Supply LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply of Arizona-East Valley LLC	 	Disbursement Account	 	JP Morgan Chase	 	***


 




    	 	6	 



     


    









 


SCHEDULE 9.14(a)


 


DEPOSIT
ACCOUNT AND CASH MANAGEMENT BANKS


 


	Roofing Supply of Arizona-East
    Valley LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply of Arizona Tucson LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group Utah, LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group Utah, LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group Utah, LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group St Louis LLC	 	Disbursement Account	 	Bank of America	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group of Cleveland LLC	 	Disbursement Account	 	Four Oaks Bank	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group - Omaha LLC	 	Disbursement Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	Roofing Supply of New Mexico LLC	 	Disbursement Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group - Kansas City LLC 	 	Disbursement Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	Roofing Supply of Nashville LLC	 	Disbursement Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	Austin Roofer's Supply LLC 	 	Disbursement Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group Virginia LLC	 	Disbursement Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group - Alabama LLC	 	Disbursement Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group San Diego LLC	 	Disbursement Account	 	Bank of America	 	***


 




    	 	7	 



     


    

 


SCHEDULE 9.14(a)


 


DEPOSIT
ACCOUNT AND CASH MANAGEMENT BANKS


 


	Roofing Supply Group - Tampa LLC	 	Disbursement Account	 	Bank of America	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group of Cleveland LLC	 	Disbursement Account	 	Bank of America	 	***
	 	 	 	 	 	 	 
	Roofing Supply of Atlanta LLC	 	Disbursement Account	 	First Tennessee Bank	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group of Pittsburgh LLC	 	Disbursement Account	 	PNC Bank	 	***
	 	 	 	 	 	 	 
	Roofing Supply of Colorado LLC	 	Disbursement Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	Roofing Supply of Charlotte LLC	 	Disbursement Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	Roofing Supply of Columbia LLC	 	Disbursement Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	Roofing Supply of Columbia LLC	 	Disbursement Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	Roofing Supply of Columbia LLC	 	Disbursement Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group - Greensboro LLC	 	Disbursement Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	Austin Roofer's Supply LLC	 	Disbursement Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group - Fresno LLC	 	Disbursement Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group - So California LLC	 	Disbursement Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group - So California LLC	 	Disbursement Account	 	Wells Fargo	 	***


 




    	 	8	 



     


    

 


SCHEDULE 9.14(a)


 


DEPOSIT
ACCOUNT AND CASH MANAGEMENT BANKS


 


	Roofing Supply Group - California
    LLC 	 	Disbursement Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group - California LLC	 	Disbursement Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group - California LLC	 	Disbursement Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group - Tampa LLC	 	Disbursement Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group - Tampa LLC 	 	Disbursement Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group Virginia LLC 	 	Disbursement Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group - Tuscaloosa LLC	 	Disbursement Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group - Tuscaloosa LLC	 	Disbursement Account	 	Wells Fargo	 	***
	 	 	 	 	 	 	 
	Beacon Leadership Acquisition II, LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group – Washington, LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group – California, LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group – Bay Area, LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Roofing Supply Group – Tampa, LLC	 	Disbursement Account	 	JP Morgan Chase	 	***


 




    	 	9	 



     


    

 


SCHEDULE 9.14(a)


 


DEPOSIT
ACCOUNT AND CASH MANAGEMENT BANKS


 


	Austin Roofer’s Supply,
    LLC	 	Disbursement Account	 	JP Morgan Chase	 	***
	 	 	 	 	 	 	 
	Beacon Roofing Supply Canada Company	 	Collection Account	 	Bank of Montreal	 	 ***



 


Lockboxes


 


	Credit	 	 	 	 	 	 
	Party(Account	 	Financial	 	 	 	 
	Holder)	 	Institution	 	Lockbox
    Number	 	Corresponding
    Account
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Bank of America	 	***	 	Swept daily into account ***,
    which is swept daily into Master Depository Account ***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Bank of America	 	***	 	Swept daily into account ***,
    which is swept daily into Master Depository Account ***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Bank of America	 	***	 	Swept daily into account ***,
    which is swept daily into Master Depository Account ***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Bank of America	 	***	 	Swept daily into account ***,
    which is swept daily into Master Depository Account ***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Bank of America	 	***	 	Swept daily into account ***,
    which is swept daily into Master Depository Account ***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Bank of America	 	***	 	Swept daily into account ***


 




    	 	10	 



     


    

  


SCHEDULE 9.14(a)


 


DEPOSIT
ACCOUNT AND CASH MANAGEMENT BANKS


	Credit	 	 	 	 	 	 
	Party(Account	 	Financial	 	 	 	 
	Holder)	 	Institution	 	Lockbox
    Number	 	Corresponding
    Account
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Bank of America	 	***	 	Swept daily into Collection
    Account ***, which is swept daily into Master Depository Account ***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Bank of America	 	***	 	Swept daily into Collection Account
    ***, which is swept daily into Master Depository Account ***
	 	 	 	 	 	 	 
	BEACON SALES ACQUISITION INC.	 	Wells Fargo	 	***	 	Swept daily into account ***


 




    	 	11	 



     


    

 


SCHEDULE 10.1


 


EXISTING
INDEBTEDNESS


 


Capital Leases set forth below:


 


	 	 	Vendor	 	Equipment	 	Total Amount	 
	 	 	 	 	 	 	 	 	 
	Roofing Supply Transportation, LLC	 	Penske	 	Lease of certain motor vehicles	 	$	11,172,018	 
	 	 	 	 	 	 	 	 	 
	Roofing Supply Group, LLC	 	Toyota/DLL	 	Lease of forklifts and industrial machinery	 	$	1,911,027	 
	 	 	 	 	 	 	 	 	 
	Roofing Supply Transportation, LLC	 	D&M	 	Lease of certain motor vehicles	 	$	2,570,312	 
	 	 	 	 	 	 	 	 	 
	Roofing Supply Transportation, LLC	 	Element	 	Lease of certain motor vehicles	 	$	3,983,023	 
	 	 	 	 	 	 	 	 	 
	Roofing Supply Transportation, LLC	 	Daimler	 	Lease of certain motor vehicles	 	$	6,567,363	 
	 	 	 	 	 	 	 	 	 
	 	 	TOTAL	 	 	 	$	26,203,744	 



 




    	 	1	 



     

    

 


SCHEDULE 10.1


 


EXISTING
INDEBTEDNESS


 


Equipment Loans of Beacon Roofing Supply, Inc. set forth below:


 


	 	 	Holder	 	Balance at 6/30/2015	 
	 	 	 	 	 	 	 
	Equipment Financing of tractors, trailers, trucks and other freightliners	 	BOA 12/10	 	 	152,558	 
	 	 	 	 	 	 	 
	Equipment Financing of tractors, trailers, trucks and other freightliners	 	BOA 02/11	 	 	174,030	 
	 	 	 	 	 	 	 
	Equipment Financing of tractors, trailers, trucks and other freightliners	 	BOA 09/12	 	 	1,896,576	 
	 	 	 	 	 	 	 
	Equipment Financing of tractors, trailers, trucks and other freightliners	 	KEY BANK 6/13	 	 	2,923,026	 
	 	 	 	 	 	 	 
	Equipment Financing of tractors, trailers, trucks and other freightliners	 	KEY BANK 6/13	 	 	3,324,593	 
	 	 	 	 	 	 	 
	Equipment Financing of tractors, trailers, trucks and other freightliners	 	KEY BANK 6/13	 	 	2,763,096	 
	 	 	 	 	 	 	 
	Equipment Financing of tractors, trailers, trucks and other freightliners	 	KEY BANK	 	 	2,761,910	 
	 	 	 	 	 	 	 
	Equipment Financing of tractors, trailers, trucks and other freightliners	 	KEY BANK	 	 	3,665,261	 
	 	 	 	 	 	 	 
	Equipment Financing of tractors, trailers, trucks and other freightliners	 	KEY BANK	 	 	9,189,848	 
	 	 	 	 	 	 	 
	 	 	 	 	$	26,926,699	 



 




    	 	2	 



     

    

 


SCHEDULE 10.2


 


EXISTING
Liens


 


		1.	Lease Agreement for the billboard located at 730 Wellington Avenue, Cranston, Rhode Island, dated June 5, 1985, by and between
Marlen Building Products Corporation and Tri-State Displays, Inc. (“Tenant”), as amended by that certain Addendum to
Lease dated June 5, 1985 by and between Marlen Building Products Corporation and Tenant, as modified by that certain Second Addendum
to Lease dated April 12, 1994 by and between Beacon Sales Company, Inc. (successor in interest to Marlen Building Products Corporation)
and Tenant, as modified by that certain Third Addendum to Lease dated February 14, 2000 by and between Beacon Sales Company, Inc.
and Tenant, as modified by that certain Fourth Amendment to Lease Agreement dated September 21, 2004 by and between Beacon Sales
Company, Inc. and Tenant, as modified by that certain Letter Agreement dated May 26, 2010 by and between Beacon Sales Acquisition,
Inc. (successor in interest to Beacon Sales Company, Inc.) (“Landlord”) and Tenant, as modified by that certain Letter
Agreement dated June 30, 2015 by and between Landlord and Tenant.



 


		2.	Without limiting the requirements of Section 7.3(e), each of the liens set forth on Schedule 7.3(e).



 




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SCHEDULE 10.3


 


Existing
Loans, Advances and Investments


 


None.


 




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SCHEDULE 10.7


 


TRANSACTIONS
with Affiliates


 


None.


 






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