EX-10.1





 Exhibit 10.1 

Execution Version 

FOURTH AMENDMENT 

FOURTH AMENDMENT, dated as of December 15, 2021 (this “Amendment”), to the Credit Agreement,
dated as of May 22, 2015 (as amended by Amendment No. 1, dated as of December 22, 2017, as amended by the Second Amendment, dated as of May 14, 2019, as amended by Amendment No. 3, dated as of January 28, 2021, and as
further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among RESOLUTE FOREST PRODUCTS INC., a Delaware corporation (the “Company”), RESOLUTE FP CANADA INC., a Canadian
corporation (“RFP Canada”), each of the other Borrowers and Guarantors party thereto from time to time, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement, as lenders
(the “Lenders”), BANK OF AMERICA, N.A., as the Administrative Agent under the U.S. Subfacility (in such capacity, the “U.S. Administrative Agent”), a U.S. Issuing Bank and the U.S. Swingline Lender, and BANK OF
AMERICA, N.A. (acting through its Canada Branch), as the Administrative Agent under the Canadian Subfacility (in such capacity, the “Canadian Administrative Agent” and together with the U.S. Administrative Agent, the
“Administrative Agent”), the Canadian Issuing Bank and the Canadian Swingline Lender. 

R E C I T A L S 

WHEREAS, Section 13.12 of the Credit Agreement permits certain amendments to the Credit Agreement with the consent of
each of the Lenders affected thereby, the Issuing Banks, the Administrative Agent and the Credit Parties; 
 WHEREAS, the
Credit Parties, the Administrative Agent, all of the Lenders and all of the Issuing Banks wish to amend the Credit Agreement on the terms and subject to the conditions set forth herein; and 

WHEREAS, BofA Securities, Inc., as sole lead arranger and sole bookrunner for this Amendment (the “Lead
Arranger”). 
 NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 

Section 1. Capitalized Terms. Capitalized terms used in this Amendment but not defined herein shall have
the meanings assigned to them in the Credit Agreement. 
 Section 2. Amendment. 

(a) The Credit Agreement is, hereby amended, as of the Fourth Amendment Effective Date (as defined below), to
delete the stricken text (indicated textually in the same manner as the following example: stricken text) and
to add the double-underlined text (indicated textually in the same manner as the following example:
double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto (the Credit Agreement as amended hereby, the “Amended Credit
Agreement”). 
 (b) Schedule 2.01 to the Amended Credit Agreement shall be in the form
attached as Exhibit B hereto. 












 Section 3. Representations and Warranties. Each Credit
Party makes the following representations and warranties as of the Fourth Amendment Effective Date: 
 (a)
each Credit Party has duly executed and delivered this Amendment, and this Amendment constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); 

(b) neither the execution, delivery or performance by any Credit Party of this Amendment, nor compliance by it
with the terms and provisions hereof, (i) will contravene any provision of any applicable law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality, other than any law, statute, rule
or regulation the violation of which could not reasonably be expected to result in a Material Adverse Effect, (ii) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of the property or assets of any Credit Party or any of its respective Restricted Subsidiaries
pursuant to the terms of, any material indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, in each case to which any Credit Party or any of its Restricted Subsidiaries is a
party or by which it or any of its property or assets is bound or to which it may be subject, the violation of which could reasonably be expected to result in a Material Adverse Effect or (iii) will violate any provision of the certificate or
articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent organizational documents), as applicable, of any Credit Party; and 

(c) no order, consent, approval, license, authorization or validation of, or filing, recording or registration
with (except for (x) those that have otherwise been obtained or made on or prior to the Fourth Amendment Effective Date and which remain in full force and effect on the Fourth Amendment Effective Date, (y) filings which are necessary to
perfect the security interests and Liens created under the Security Documents and (z) periodic reports under the Securities and Exchange Act of 1934, as amended), or exemption by, any governmental or public body or authority, or any subdivision
thereof, is required to be obtained or made by, or on behalf of, any Credit Party to authorize, or is required to be obtained or made by, or on behalf of, any Credit Party in connection with, the execution, delivery and performance of this
Amendment. 
 Section 4. Conditions to Effectiveness of this Amendment. This Amendment shall become
effective on the date hereof (such date, the “Fourth Amendment Effective Date”) upon the satisfaction of the following conditions: 

(a) (i) the Credit Parties constituting all Credit Parties as of the Fourth Amendment Effective Date shall have
executed and delivered counterparts of this Amendment to the Administrative Agent, (ii) the Lenders constituting all Lenders as of the Fourth Amendment Effective Date shall have executed and delivered counterparts of this Amendment to the
Administrative Agent, (iii) each Issuing Bank as of the Fourth Amendment Effective Date shall have executed and delivered counterparts of this Amendment to the Administrative Agent and (iv) each of the U.S. Administrative Agent and the
Canadian Administrative Agent shall have executed a counterpart of this Amendment; 
 (b) the Company (or its
designee) shall have paid, or caused to be paid, all reasonable documented out of pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment (including the fees and expenses
of (i) Cahill Gordon & Reindel LLP as U.S. counsel to the Administrative Agent, (ii) McMillan LLP as Canadian counsel to the Administrative Agent and (iii) NautaDutilh New York P.C. as Dutch counsel to the Administrative
Agent) for which invoices have been presented to the Company at least two business days prior to the Fourth Amendment Effective Date; 

  
 -2- 













 (c) the Company (or its designee) shall have paid, or caused
to be paid, all fees owed to the Lead Arranger pursuant to that certain Engagement Letter dated November 11, 2021 by and between the Company and BofA Securities, Inc.; 

(d) the Administrative Agent shall have received from (i) Troutman Pepper Hamilton Sanders LLP, U.S.
counsel to the Credit Parties, (ii) McCarthy Tétrault, special Canadian counsel to the Credit Parties and (iii) NautaDutilh New York P.C., special Dutch counsel to the Administrative Agent, in each case, an opinion addressed to the
Administrative Agent, the Collateral Agent and each of the Lenders party to the Amended Credit Agreement on the Fourth Amendment Effective Date and dated the Fourth Amendment Effective Date in form and substance reasonably satisfactory to the
Administrative Agent; 
 (e) prior to and immediately after giving effect to this Amendment, no Default or
Event of Default shall have occurred and be continuing; 
 (f) each of the representations and warranties
made by any Credit Party set forth in Section 8 of the Credit Agreement or in any other Credit Document are true and correct in all material respects (without duplication of any materiality standard set forth in any such representation or
warranty) on and as of the Fourth Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of such date (without duplication of any materiality standard set forth in any such representation or warranty); 

(g) the Administrative Agent shall have received a certificate, dated the Fourth Amendment Effective Date and
signed on behalf of the Company (and not in any individual capacity) by a Responsible Officer of the Company, certifying on behalf of the Company that the conditions set forth in Sections 4(e) and 4(f) hereof have been satisfied; 

(h) the Administrative Agent shall have received a certificate from the Company and each other Credit Party,
dated the Fourth Amendment Effective Date, signed by a Responsible Officer of such Credit Party, and attested to by the secretary or any assistant secretary of such Credit Party, in each case, on behalf of such Credit Party (and not in any
individual capacity), certifying (i) that the copies of such Credit Party’s certificate or articles of incorporation and by-laws (or equivalent organizational documents) (x) as previously certified and delivered to the Administrative
Agent remain in full force and effect as of the Fourth Amendment Effective Date without modification or amendment since such original delivery or (y) as certified as of a recent date by the appropriate Governmental Authority of the jurisdiction
of such Credit Party’s organization or formation and attached to such officer’s certificate are true, correct, and complete and in full force and effect as of the Fourth Amendment Effective Date and (ii) that the copies of the Credit
Parties’ resolutions approving and adopting this Amendment and the transactions contemplated hereby, and authorizing the execution and delivery hereof, as attached to such officer’s certificate, are true, correct, and complete copies and
in full force and effect as of the Fourth Amendment Effective Date; 

  
 -3- 













 (i) the Administrative Agent shall have received
good-standing certificates (or similar instrument, if applicable) with respect to each Credit Party certified by proper governmental authorities in such Credit Party’s jurisdiction of organization or formation, and such bring-down telegrams or
certificates thereof as the Administrative Agent shall reasonably request; and 
 (j) each Lender shall have
received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act to the extent reasonably
requested by such Person in writing at least ten (10) Business Days prior to the Fourth Amendment Effective Date and (ii) to the extent any Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the
“Beneficial Ownership Regulation”), any Lender that has requested, in a written notice to the Company at least ten (10) Business Days prior to the Fourth Amendment Effective Date, a certification regarding beneficial ownership
as required by the Beneficial Ownership Regulation (a “Beneficial Ownership Certification”) shall have received such Beneficial Ownership Certification. 

Section 5. Counterparts. This Amendment may, if agreed by the Administrative Agent, be in the form of an
Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. This
Amendment may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Amendment. For the avoidance of doubt, the authorization under this
paragraph may include, without limitation, use or acceptance by the Administrative Agent of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed
Communication converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in
any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic
Signature, the Administrative Agent shall be entitled to rely on any such Electronic Signature without further verification and (b) upon the request of the Administrative Agent any Electronic Signature shall be promptly followed by a manually
executed, original counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. 

Section 6. Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial.  

(a) THIS AMENDMENT ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT, WHETHER IN TORT, CONTRACT (AT
LAW OR IN EQUITY) OR OTHERWISE, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES EXCEPT FEDERAL LAWS RELATING TO NATIONAL BANKS. 

(b) Sections 13.08(b) and (c) of the Amended Credit Agreement are incorporated herein by reference, mutatis
mutandis. 
 Section 7. Headings. The headings of the several Sections and subsections of this
Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment. 

  
 -4- 













 Section 8. Effect of this Amendment. Except as expressly
set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Issuing Banks, the Administrative Agent or the Collateral Agent, in
each case under the Credit Agreement or any other Credit Document, (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit
Document and (iii) each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Credit Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect.
Each of the Credit Parties hereby consents to this Amendment and confirms and reaffirms (i) that all obligations of such Credit Party under the Credit Documents to which such Credit Party is a party shall continue to apply to the Credit
Agreement as amended hereby, (ii) its Guarantees of the Relevant Guaranteed Obligations, (iii) its pledges and grants of security interests and Liens on the Collateral to secure the Obligations pursuant to the Security Documents and
(iv) such Guarantees, pledges and grants of security interests, as applicable, shall continue to be in full force and effect and shall continue to inure to the benefit of the Lenders and the other Secured Creditors. In connection with the
Netherlands Pledge Agreement, dated December 16, 2015, in connection with the Credit Agreement, between RFP Canada as pledgor and Bank of America, N.A. as pledgee, RFP Canada confirms that the pledge created thereunder is and has always been
intended to extent to RFP Canada’s obligations under the Credit Documents as amended and restated from time to time, including as amended by this Amendment, and shall so extend thereto in accordance with the terms of the Credit Documents. This
Amendment shall constitute a Credit Document for all purposes of the Credit Agreement. On and after the effectiveness of this Amendment, each reference in any Credit Document to “the Credit Agreement” shall mean and be a reference to the
Amended Credit Agreement and each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import shall mean and be a reference to the Amended Credit Agreement. The parties hereto
acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment and all other Credit Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Credit Agreement or of any
other Credit Documents as in effect prior to the Fourth Amendment Effective Date. 
 Section 9.
Miscellaneous. This Amendment shall be binding upon and inure to the benefit of the Credit Parties and their respective successors and permitted assigns, and upon the Administrative Agent, the Issuing Banks and the Lenders and their
respective successors and permitted assigns. 
 Section 10. Perfection Certificate Update; Change to Notice
Information.  
 (a) Effective as of January 1, 2022, (i) Schedule 2(a) of the U.S.
Perfection Certificate is updated in its entirety as set forth on Exhibit C and (ii) Schedule 2(a) of the Canadian Perfection Certificate is updated in its entirety as set forth on Exhibit D. Each of the U.S. Administrative Agent,
the Canadian Administrative Agent and the Collateral Agent acknowledge and agree that this Amendment constitutes notice of such changes for purposes of Section 9.01(c) of the Credit Agreement. 

(b) Each of the U.S. Administrative Agent, the Canadian Administrative Agent and the Collateral Agent
acknowledge and agree that this Amendment (including the amendments to Section 13.03(a) of the Amended Credit Agreement) constitutes notice of a change to the Credit Parties’ address for notices and other communications under
Section 13.03 of the Credit Agreement and of a change of registration office, head office, chief executive office, principal place of business or domicile (within the meaning of the Civil Code of Québec) under any Security
Document. 
 [Remainder of page intentionally left blank] 

  
 -5- 













 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized officers as of the day and year first above written. 
  

			
	U.S. BORROWERS
	
	RESOLUTE FOREST PRODUCTS INC.
		
	By:	 	 /s/ Marianne Limoges

		 	Name: Marianne Limoges
		 	 Title: Treasurer and Vice President for Investor

  Relations

	
	RESOLUTE FP US INC.
		
	By:	 	 /s/ Marianne Limoges

		 	Name: Marianne Limoges
		 	Title: Vice President and Treasurer
	
	CANADIAN BORROWER
	
	RESOLUTE FP CANADA INC.
		
	By:	 	 /s/ Marianne Limoges

		 	Name: Marianne Limoges
		 	Title: Vice President and Treasurer


 
			
	
	U.S. GUARANTORS
	
	ATLAS SOUTHEAST PAPERS, INC.
	BOWATER NUWAY MID-STATES INC.
	DONOHUE CORP.
	FIBREK U.S. INC.
	FIBREK RECYCLING U.S. INC.
	CALHOUN NEWSPRINT COMPANY
	RESOLUTE FP FLORIDA INC.
	ATLAS TISSUE HOLDINGS, INC.
	RESOLUTE US LUMBER INC.
	RESOLUTE EL DORADO INC.
		
	By:	 	 /s/ Marianne Limoges

	Name:	 	Marianne Limoges
	Title:	 	Vice President and Treasurer



  
 [Signature Page to Fourth
Amendment] 













 
			
	ABITIBI CONSOLIDATED SALES LLC
	RESOLUTE GROWTH US LLC
	
	By: Resolute Forest Products Inc., its Sole Member
		
	By:	 	 /s/ Marianne Limoges

	Name:	 	Marianne Limoges
	Title:	 	Treasurer and Vice President for Investor Relations
	
	AUGUSTA NEWSPRINT HOLDING LLC
	
	By: Abitibi Consolidated Sales LLC, its Member
	
	By: Resolute Forest Products Inc., its Sole Member
		
	By:	 	 /s/ Marianne Limoges

	Name:	 	Marianne Limoges
	Title:	 	Treasurer and Vice President for Investor Relations
	
	RESOLUTE FP AUGUSTA LLC
	
	By: Abitibi Consolidated Sales LLC, its Manager
	
	By: Resolute Forest Products Inc., its Sole Member
		
	By:	 	 /s/ Marianne Limoges

	Name:	 	Marianne Limoges
	Title:	 	Treasurer and Vice President for Investor Relations
	
	BOWATER NEWSPRINT SOUTH LLC
		
	By:	 	 /s/ Sylvain A. Girard

	Name:	 	Sylvain A. Girard
	Title:	 	Manager
	
	FD POWERCO LLC
		
	By:	 	 /s/ Marianne Limoges

	Name:	 	Marianne Limoges
	Title:	 	Manager



  
 [Signature Page to Fourth
Amendment] 













 
			
	GLPC RESIDUAL MANAGEMENT, LLC
	
	By: Fibrek Recycling U.S. Inc., its Sole Member
		
	By:	 	 /s/ Marianne Limoges

	Name:	 	Marianne Limoges
	Title:	 	Vice President and Treasurer
	
	ACCURATE PAPER FLEET, LLC
	
	By: Accurate Paper Holdings, LLC, its Sole Member
	
	By: Atlas Tissue Holdings, Inc., its Sole Member
		
	By:	 	 /s/ Marianne Limoges

	Name:	 	Marianne Limoges
	Title:	 	Vice President and Treasurer
	
	ATLAS PAPER MANAGEMENT, LLC
	
	By: Atlas Paper Mills, LLC, its Sole Member
	
	By: Atlas Tissue Holdings, Inc., its Sole Member
		
	By:	 	 /s/ Marianne Limoges

	Name:	 	Marianne Limoges
	Title:	 	Vice President and Treasurer
	
	ACCURATE PAPER HOLDINGS, LLC
	ATLAS PAPER MILLS, LLC
	
	By: Atlas Tissue Holdings, Inc., its Sole Member
		
	By:	 	 /s/ Marianne Limoges

	Name:	 	Marianne Limoges
	Title:	 	Vice President and Treasurer



  
 [Signature Page to Fourth
Amendment] 













 
			
	RESOLUTE TISSUE LLC
	
	By: Resolute Growth US LLC,
its sole member
	
	By: Resolute Forest Products Inc.,
its sole member
		
	By:	 	 /s/ Marianne Limoges

	Name:	 	Marianne Limoges
	Title:	 	Treasurer and Vice President for Investor Relations


 
			
	
	RESOLUTE HAGERSTOWN LLC
	
	By: Resolute FP US Inc., its Sole Member
		
	By:	 	 /s/ Marianne Limoges

		 	Name: Marianne Limoges
		 	Title: Vice President and Treasurer


 
			
	
	RESOLUTE NAVCOR LLC
	RESOLUTE CADDO RIVER, LLC
	RESOLUTE CROSS CITY LLC
	RESOLUTE CROSS CITY REAL ESTATE HOLDINGS LLC
	RESOLUTE CROSS CITY TIMBER MANAGEMENT LLC
	RESOLUTE GLENWOOD LLC
	
	By: RESOLUTE US Lumber Inc., its Sole Member
		
	By:	 	 /s/ Marianne Limoges

		 	Name: Marianne Limoges
		 	Title: Vice President and Treasurer



  
 [Signature Page to Fourth
Amendment] 













 
			
	CANADIAN GUARANTORS
	
	ABITIBIBOWATER CANADA INC.
	BOWATER CANADIAN LIMITED
	BOWATER LAHAVE CORPORATION
	 FIBREK INTERNATIONAL INC.

	SFK PULP FINCO INC.
		
	By:	 	 /s/ Marianne Limoges

		 	Name: Marianne Limoges
		 	Title: Vice President and Treasurer
	
	FIBREK GENERAL PARTNERSHIP
	
	By: Resolute FP Canada Inc., its Managing Partner
		
	By:	 	 /s/ Marianne Limoges

		 	Name: Marianne Limoges
		 	Title: Vice President and Treasurer



  
 [Signature Page to Fourth
Amendment] 













 
			
	 BANK OF AMERICA, N.A., as U.S. Administrative Agent, U.S. Issuing Bank and U.S.
Swingline Lender

		
	By:	 	 /s/ Brad Handrich

		 	Name: Brad Handrich
		 	Title: Vice President
	
	 BANK OF AMERICA, N.A. (acting through its Canada branch), as Canadian Administrative
Agent, Canadian Issuing Bank and Canadian Swingline Lender

		
	By:	 	 /s/ Sylwia Durkiewicz

		 	Name: Sylwia Durkiewicz
		 	Title: Vice President



  
 [Signature Page to Fourth
Amendment] 














			
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	 /s/ Brad Handrich

		 	Name: Brad Handrich
		 	Title: Vice President
	
	BANK OF AMERICA, N.A. (acting through its Canada Branch), as a Lender
		
	By:	 	 /s/ Sylwia Durkiewicz

		 	Name: Sylwia Durkiewicz
		 	Title: Vice President



  
 [Signature Page to Fourth
Amendment] 













 
			
	 Bank of Montreal, as a U.S. Lender

		
	By:	 	 /s/ William J. Kennedy

		 	Name: William J. Kennedy
		 	Title: Vice President
	
	 Bank of Montreal, as a Canadian Lender

		
	By:	 	 /s/ Helen Alvarez-Hernandez

		 	Name: Helen Alvarez-Hernandez
		 	Title: Managing Director



  
 [Signature Page to Fourth
Amendment] 













 
			
	 Wells Fargo Bank, N.A., as a Lender

		
	By:	 	 /s/ Jake Elliot

		 	Name: Jake Elliot
		 	Title: Authorized Signatory
	
	 Wells Fargo Capital Finance Corporation Canada, as a Lender

		
	By:	 	 /s/ Carmela Massari

		 	Name: Carmela Massari
		 	Title: Senior Vice President



  
 [Signature Page to Fourth
Amendment] 













 
			
	 Canadian Imperial Bank of Commerce, as a Lender

		
	By:	 	 /s/ Kazim Mehdi

		 	Name: Kazim Mehdi
		 	Title: Executive Director
		
	By:	 	 /s/ Mark Saraiva

		 	Name: Mark Saraiva
		 	Title: Executive Director



  
 [Signature Page to Fourth
Amendment] 













 
			
	 TD Bank, N.A., as a Lender

		
	By:	 	 /s/ Edmundo Kahn

		 	Name: Edmundo Kahn
		 	Title: Vice-President



  
 [Signature Page to Fourth
Amendment] 













 
			
	 The Toronto-Dominion Bank, as a Lender

		
	By:	 	 /s/ Ron Gordon

		 	Name: Ron Gordon
		 	Title: Director
		
	By:	 	 /s/ Michelle White

		 	Name: Michelle White
		 	Title: Senior Manager, Commercial Credit



  
 [Signature Page to Fourth
Amendment] 













 
			
	 ROYAL BANK OF CANADA, as a Lender

		
	By:	 	 /s/ Stuart Coulter

		 	Name: Stuart Coulter
		 	Title: Authorized Signatory



  
 [Signature Page to Fourth
Amendment] 













 Exhibit A 

Amended Credit Agreement 

[See attached] 












  

 
 CREDIT AGREEMENT 

among 
 RESOLUTE FOREST PRODUCTS
INC., 
 as Company, 
 RESOLUTE
FP CANADA INC., 
 Certain of the Company’s subsidiaries from time to time party hereto as Borrowers and Guarantors, 

VARIOUS LENDERS, 
 BANK OF
AMERICA, N.A., 
 as U.S. ADMINISTRATIVE AGENT and COLLATERAL AGENT, 

BANK OF AMERICA, N.A. (ACTING THROUGH ITS CANADA BRANCH), 

as CANADIAN ADMINISTRATIVE AGENT 
  

 
 Dated as of
May 22, 2015 
 (as amended by the First Amendment dated as of December 22, 2017 

as further amended by the Second Amendment dated as of May 14, 2019 

as further
amended by the Third Amendment dated as of January 28, 2021 
 and as further
amended by the
ThirdFourth
 Amendment dated as of January 28December 15, 2021), 

TD BANK, N.A. 
 and 

CANADIAN IMPERIAL BANK OF COMMERCE, 

as CO-DOCUMENTATION AGENTS 
 BMO
CAPITAL MARKETS CORP. 
 and 

WELLS FARGO BANK, N.A., 
 as
CO-SYNDICATION AGENTS, 
 BOFA SECURITIES, INC., 

BMO CAPITAL MARKETS CORP., 
 and

 WELLS FARGO BANK, N.A., 
 as
JOINT LEAD ARRANGERS and JOINT BOOKRUNNERS 
  
  

 












 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 SECTION 1
	 	DEFINITIONS AND ACCOUNTING TERMS	  	 	1	 
			
	 1.01.
	 	Defined Terms	  	 	1	 
	 1.02.
	 	Terms Generally	  	 	6166	 
	 1.03.
	 	Uniform Commercial Code and PPSA	  	 	6166	 
	 1.04.
	 	Exchange Rates; Currency Equivalent	  	 	6266	 
	 1.05.
	 	Interpretation (Quebec)	  	 	6267	 
	 1.06.
	 	Currency Fluctuations	  	 	6267	 
	 1.07.
	 	Divisions	  	 	6368	 
	
1.08.
	 	Limited Condition Transactions	  	 	68	 
			
	 SECTION 2
	 	AMOUNT AND TERMS OF CREDIT	  	 	6369	 
			
	 2.01.
	 	Commitments	  	 	6369	 
	 2.02.
	 	Loans	  	 	6470	 
	 2.03.
	 	Borrowing Procedure	  	 	6572	 
	 2.04.
	 	Evidence of Debt; Repayment of Loans	  	 	6673	 
	 2.05.
	 	Fees	  	 	6773	 
	 2.06.
	 	Interest on Loans	  	 	6875	 
	 2.07.
	 	Termination and Reduction of Commitments	  	 	7076	 
	 2.08.
	 	Interest Elections	  	 	7177	 
	 2.09.
	 	Optional and Mandatory Prepayments of Loans	  	 	7278	 
	 2.10.
	 	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	  	 	7582	 
	 2.11.
	 	Defaulting Lenders	  	 	7783	 
	 2.12.
	 	Swingline Loans	  	 	7784	 
	 2.13.
	 	Letters of Credit	  	 	7986	 
	 2.14.
	 	Settlement Amongst Lenders	  	 	8592	 
	 2.15.
	 	Revolving Commitment Increase	  	 	8693	 
	 2.16.
	 	[Reserved]	  	 	8894	 
	 2.17.
	 	Overadvances	  	 	8895	 
	 2.18.
	 	Protective Advances	  	 	8895	 
	 2.19.
	 	Extended Loans	  	 	8996	 
	 2.20.
	 	Adjustment of Revolver Commitments	  	 	9198	 
	 2.21.
	 	FILO Exchange	  	 	9299	 
	 2.22.
	 	Subsidiary Borrowers	  	 	93100	 
	
2.23.
	 	Sustainability Adjustments	  	 	101	 
			
	 SECTION 3
	 	YIELD PROTECTION, ILLEGALITY AND REPLACEMENT OF LENDERS	  	 	94102	 
			
	 3.01.
	 	Increased Costs, Illegality, etc.	  	 	94102	 
	 3.02.
	 	Compensation	  	 	96103	 
	 3.03.
	 	Change of Lending Office	  	 	96104	 
	 3.04.
	 	Replacement of Lenders	  	 	97104	 
	 3.05.
	 	Inability to Determine Rates	  	 	97105	 
	 3.06.
	 	LIBOR Successor Rate	  	 	98105	 


  
 -i- 














							
	 	 	 	  	Page	 
	 SECTION 4
	 	[RESERVED]	  	 	99108	 
			
	 SECTION 5
	 	TAXES	  	 	99108	 
			
	 5.01.
	 	Net Payments	  	 	99108	 
			
	 SECTION 6
	 	CONDITIONS PRECEDENT TO CREDIT EVENTS ON THE CLOSING DATE	  	 	101110	 
			
	 6.01.
	 	Closing Date; Credit Documents	  	 	101110	 
	 6.02.
	 	Officer’s Certificate	  	 	101111	 
	 6.03.
	 	Opinions of Counsel	  	 	102111	 
	 6.04.
	 	Corporate Documents; Proceedings, etc.	  	 	102111	 
	 6.05.
	 	Solvency Certificate	  	 	102111	 
	 6.06.
	 	Borrowing Base Certificate	  	 	102111	 
	 6.07.
	 	Material Adverse Effect	  	 	102111	 
	 6.08.
	 	Fees, etc	  	 	102111	 
	 6.09.
	 	Security Agreements	  	 	102111	 
	 6.10.
	 	Lender Loss Sharing Agreement	  	 	103112	 
	 6.11.
	 	Financial Statements	  	 	103112	 
	 6.12.
	 	Patriot Act	  	 	103112	 
	 6.13.
	 	Insurance	  	 	103112	 
	 6.14.
	 	Repayment of Obligations of Existing Credit Agreement	  	 	103112	 
			
	 SECTION 7
	 	CONDITIONS PRECEDENT TO ALL CREDIT EVENTS	  	 	104113	 
			
	 7.01.
	 	Notice of Borrowing	  	 	104113	 
	 7.02.
	 	Availability	  	 	104113	 
	 7.03.
	 	No Default	  	 	104113	 
	 7.04.
	 	Representations and Warranties	  	 	104113	 
			
	 SECTION 8
	 	REPRESENTATIONS, WARRANTIES AND AGREEMENTS	  	 	104113	 
			
	 8.01.
	 	Organizational Status	  	 	104113	 
	 8.02.
	 	Power and Authority	  	 	105114	 
	 8.03.
	 	No Violation	  	 	105114	 
	 8.04.
	 	Approvals	  	 	105114	 
	 8.05.
	 	Financial Statements; Financial Condition; Projections	  	 	105115	 
	 8.06.
	 	Litigation	  	 	106115	 
	 8.07.
	 	True and Complete Disclosure	  	 	106115	 
	 8.08.
	 	Use of Proceeds; Margin Regulations	  	 	106115	 
	 8.09.
	 	Tax Returns and Payments	  	 	107116	 
	 8.10.
	 	ERISA	  	 	107116	 
	 8.11.
	 	The Security Documents	  	 	107116	 
	 8.12.
	 	[Reserved]	  	 	108117	 
	 8.13.
	 	EEAAffected Financial Institutions	  	 	108117	 
	 8.14.
	 	Subsidiaries	  	 	108117	 
	 8.15.
	 	Compliance with Statutes, OFAC Rules and Regulations; Patriot Act; FCPA	  	 	108117	 
	 8.16.
	 	Investment Company Act	  	 	109118	 
	 8.17.
	 	[Reserved]	  	 	109118	 
	 8.18.
	 	Environmental Matters	  	 	109118	 


  
 -ii- 














							
	 	 	 	  	Page	 
	 8.19.
	 	Labor Relations	  	 	110119	 
	 8.20.
	 	Intellectual Property	  	 	110119	 
	 8.21.
	 	[Reserved]	  	 	110119	 
	 8.22.
	 	Borrowing Base Certificate	  	 	110119	 
	 8.23.
	 	[Reserved]	  	 	110119	 
	 8.24.
	 	Canadian Pension Plans	  	 	110120	 
			
	 SECTION 9
	 	AFFIRMATIVE COVENANTS	  	 	111120	 
			
	 9.01.
	 	Information Covenants	  	 	111120	 
	 9.02.
	 	Books, Records and Inspections	  	 	113123	 
	 9.03.
	 	Maintenance of Property; Insurance	  	 	114123	 
	 9.04.
	 	Existence; Franchises	  	 	115124	 
	 9.05.
	 	Compliance with Statutes, etc.	  	 	115125	 
	 9.06.
	 	Compliance with Environmental Laws	  	 	115125	 
	 9.07.
	 	ERISA	  	 	116125	 
	 9.08.
	 	[Reserved]	  	 	116125	 
	 9.09.
	 	[Reserved]	  	 	116125	 
	 9.10.
	 	Payment of Taxes	  	 	116125	 
	 9.11.
	 	Use of Proceeds	  	 	116126	 
	 9.12.
	 	Additional Security; Further Assurances; etc.	  	 	116126	 
	 9.13.
	 	Post-Closing Actions	  	 	118128	 
	 9.14.
	 	Collateral Requirement	  	 	119128	 
	 9.15.
	 	Canadian Pension Plans	  	 	120130	 
	 9.16.
	 	Designation of Unrestricted Subsidiaries	  	 	121130	 
	 9.17.
	 	Collateral Monitoring and Reporting	  	 	122131	 
			
	 SECTION 10
	 	NEGATIVE COVENANTS	  	 	127136	 
			
	 10.01.
	 	Liens	  	 	127136	 
	 10.02.
	 	Consolidation, Merger, or Sale of Assets, etc.	  	 	132141	 
	 10.03.
	 	Restricted Payments	  	 	135144	 
	 10.04.
	 	Indebtedness	  	 	136146	 
	 10.05.
	 	Advances, Investments and Loans	  	 	139149	 
	 10.06.
	 	Transactions with Affiliates	  	 	143152	 
	 10.07.
	 	 Limitations on Payments of Indebtedness; Modifications of Senior Notes Indenture, Certificate
of Incorporation, By-Laws and Certain Other Agreements, etc.
	  	 	143153	 
	 10.08.
	 	Limitation on Certain Restrictions on Subsidiaries	  	 	144154	 
	 10.09.
	 	Business	  	 	146155	 
	 10.10.
	 	Negative Pledges	  	 	146155	 
	 10.11.
	 	Financial Covenant	  	 	147157	 
	 10.12.
	 	Canadian Pension Plans	  	 	148157	 
			
	 SECTION 11
	 	EVENTS OF DEFAULT	  	 	149158	 
			
	 11.01.
	 	Payments	  	 	149158	 
	 11.02.
	 	Representations, etc.	  	 	149158	 
	 11.03.
	 	Covenants	  	 	149158	 
	 11.04.
	 	Default Under Other Agreements	  	 	149159	 
	 11.05.
	 	Bankruptcy, etc.	  	 	150159	 


  
 -iii- 














							
	 	 	 	  	Page	 
	 11.06.
	 	ERISA; Canadian Pension Plans	  	 	150160	 
	 11.07.
	 	Credit Documents	  	 	151160	 
	 11.08.
	 	Guaranties	  	 	151160	 
	 11.09.
	 	Judgments	  	 	151161	 
	 11.10.
	 	Change of Control	  	 	151161	 
	 11.11.
	 	Application of Funds	  	 	152161	 
			
	 SECTION 12
	 	THE ADMINISTRATIVE AGENT	  	 	155165	 
			
	 12.01.
	 	Appointment and Authorization	  	 	155165	 
	 12.02.
	 	Delegation of Duties	  	 	156165	 
	 12.03.
	 	Liability of Agents	  	 	156165	 
	 12.04.
	 	Reliance by the Agents	  	 	156166	 
	 12.05.
	 	Notice of Default	  	 	157167	 
	 12.06.
	 	Credit Decision; Disclosure of Information by the Agents	  	 	157167	 
	 12.07.
	 	Indemnification of the Agents	  	 	157167	 
	 12.08.
	 	Administrative Agent in Its Individual Capacity	  	 	158168	 
	 12.09.
	 	Successor Administrative Agent	  	 	158168	 
	 12.10.
	 	Administrative Agent May File Proofs of Claim	  	 	159169	 
	 12.11.
	 	Collateral and Guaranty Matters	  	 	160170	 
	 12.12.
	 	Bank Product Providers	  	 	161171	 
	 12.13.
	 	Administrative Agent and the Collateral Agent	  	 	161171	 
	 12.14.
	 	Withholding Taxes	  	 	161171	 
	 12.15.
	 	Certain ERISA Matters	  	 	162171	 
	
12.16.
	 	Recovery of Erroneous Payments	  	 	172	 
			
	 SECTION 13
	 	MISCELLANEOUS	  	 	163173	 
			
	 13.01.
	 	Payment of Expenses, etc.	  	 	163173	 
	 13.02.
	 	Right of Setoff	  	 	164174	 
	 13.03.
	 	Notices	  	 	164175	 
	 13.04.
	 	Benefit of Agreement; Assignments; Participations, etc.	  	 	165176	 
	 13.05.
	 	No Waiver; Remedies Cumulative	  	 	167178	 
	 13.06.
	 	Severability	  	 	167178	 
	 13.07.
	 	Calculations; Computations	  	 	167178	 
	 13.08.
	 	GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL	  	 	168179	 
	 13.09.
	 	Counterparts	  	 	169180	 
	 13.10.
	 	Canadian Severability	  	 	169181	 
	 13.11.
	 	Headings Descriptive	  	 	169181	 
	 13.12.
	 	Amendment or Waiver; etc.	  	 	169181	 
	 13.13.
	 	Survival	  	 	171183	 
	 13.14.
	 	Domicile of Loans	  	 	171183	 
	 13.15.
	 	Register	  	 	171184	 
	 13.16.
	 	Confidentiality	  	 	172184	 
	 13.17.
	 	USA Patriot Act Notice	  	 	173185	 
	 13.18.
	 	Acknowledgment and Consent to Bail-In of EEAAffected Financial Institutions	  	 	173185	 
	 13.19.
	 	Waiver of Sovereign Immunity	  	 	174186	 
	 13.20.
	 	Canadian Anti-Money Laundering Legislation	  	 	174186	 


  
 -iv- 














							
	 	 	 	  	Page	 
	 13.21.
	 	Entire Agreement	  	 	174186	 
	 13.22.
	 	Absence of Fiduciary Relationship	  	 	174187	 
	 13.23.
	 	Electronic Signatures	  	 	175187	 
	 13.24.
	 	Judgment Currency	  	 	175187	 
	 13.25.
	 	Acknowledgement Regarding Any Supported QFCs	  	 	175187	 
			
	 SECTION 14
	 	CREDIT PARTY GUARANTY	  	 	176188	 
			
	 14.01.
	 	The Guaranty	  	 	176188	 
	 14.02.
	 	Bankruptcy	  	 	177189	 
	 14.03.
	 	Nature of Liability	  	 	177189	 
	 14.04.
	 	Independent Obligation	  	 	177189	 
	 14.05.
	 	Authorization	  	 	177190	 
	 14.06.
	 	Reliance	  	 	178190	 
	 14.07.
	 	Subordination	  	 	178190	 
	 14.08.
	 	Waiver	  	 	179191	 
	 14.09.
	 	Maximum Liability	  	 	179191	 
	 14.10.
	 	Payments	  	 	180192	 
	 14.11.
	 	Keepwell	  	 	180192	 
	 14.12.
	 	Information	  	 	180192	 

  

			
	SCHEDULE 1.01A	  	Unrestricted Subsidiaries
	SCHEDULE 1.01B	  	Existing Letters of Credit
	SCHEDULE 1.01C	  	Immaterial Subsidiaries
	SCHEDULE 1.01D	  	U.K. Tax Schedule
	SCHEDULE 2.01	  	Commitments
	SCHEDULE 8.14	  	Subsidiaries
	SCHEDULE 8.24	  	Canadian Pension Plans
	SCHEDULE 9.13	  	Post-Closing Actions
	SCHEDULE 9.17(e)	  	Deposit Accounts
	SCHEDULE 10.01(iii)	  	Existing Liens
	SCHEDULE 10.04(vii)	  	Existing Indebtedness
	SCHEDULE 10.05(iii)	  	Existing Investments
		
	EXHIBIT A-1	  	Form of Notice of Borrowing
	EXHIBIT A-2	  	Form of Notice of Conversion/Continuation
	EXHIBIT B-1	  	Form of U.S. Revolving Note
	EXHIBIT B-2	  	Form of Canadian Revolving Note
	EXHIBIT B-3	  	Form of U.S. Swingline Note
	EXHIBIT B-4	  	Form of Canadian Swingline Note
	EXHIBIT C	  	Form of U.S. Tax Compliance Certificate
	EXHIBIT D	  	Form of Lender Loss Sharing Agreement
	EXHIBIT E-1	  	Form of U.S. Security Agreement
	EXHIBIT E-2	  	Form of Canadian Security Agreement
	EXHIBIT F	  	Form of Solvency Certificate
	EXHIBIT G	  	Form of Compliance Certificate
	EXHIBIT H	  	Form of Assignment and Assumption Agreement
	EXHIBIT I	  	Form of Assignment Notice
	EXHIBIT J	  	[Reserved]
	EXHIBIT K	  	Form of Borrower Designation Request and Assumption Agreement
	EXHIBIT L	  	Form of Borrower Designation Notice


  
 -v- 













 THIS CREDIT AGREEMENT, dated as of May 22, 2015, among RESOLUTE FOREST PRODUCTS INC.
(the “Company”), RESOLUTE FP CANADA INC. ( “RFP Canada”) and each of the other Borrowers (as hereinafter defined) and Guarantors (as hereinafter defined) party hereto, the Lenders party hereto from time to time,
BANK OF AMERICA, N.A., as the Administrative Agent under the U.S. Subfacility (in such capacity, the “U.S. Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”) and BANK OF AMERICA,
N.A. (ACTING THROUGH ITS CANADA BRANCH), as the Administrative Agent under the Canadian Subfacility (in such capacity, the “Canadian Administrative Agent”). All capitalized terms used herein and defined in Section 1.01
are used herein as therein defined. 
 W I T N E S S E T H: 

WHEREAS, (a) the Borrowers have requested that the Lenders extend credit in the form of Revolving Loans in an aggregate principal amount
at any time outstanding not to exceed
$500,000,000450,000,000
, consisting of a U.S. Subfacility in an initial aggregate principal amount of $200,000,000 (the “U.S. Subfacility”) and a Canadian Subfacility in an initial aggregate principal
amount of
$300,000,000250,000,000
 (the “Canadian Subfacility” and, together with the U.S. Subfacility, the “Subfacilities”), (b) the Borrowers have requested that the Issuing Banks issue
Letters of Credit in an aggregate stated amount at any time outstanding not to exceed $200,000,000 and (c) the Borrowers have requested the Swingline Lenders to extend credit in the form of Swingline Loans in an aggregate principal amount at
any time outstanding not to exceed $60,000,000; and 
 WHEREAS, pursuant to the First Amendment, this Agreement was amended to cure
certain errors or omissions of a technical or immaterial nature. 
 NOW THEREFORE, the Lenders are willing to extend such credit to the
Borrowers, the Swingline Lenders are willing to make Swingline Loans to the Borrowers and the Issuing Banks are willing to issue Letters of Credit for the account of the Borrowers on the terms and subject to the conditions set forth herein. 

Section 1 Definitions and Accounting Terms. 

1.01. Defined Terms. As used in this Agreement, the following terms shall have the following meanings: 

“ABL Priority Collateral” shall mean all present and future right, title and interest of the Credit Parties in the following
types of Collateral, whether now owned or hereafter acquired, existing or arising and wherever located: (i) all Accounts, including all Accounts (as such term is defined in the U.S. Security Agreement and in the Canadian Security Agreement);
(ii) all cash and all Deposit Accounts and all monies deposited therein; (iii) all Inventory; (iv) all commodities contracts, commodities accounts, securities and securities accounts (and security entitlements or financial assets
credited thereto), in each case other than Equity Interests of any Person; (v) to the extent evidencing or governing any of the items referred to in the preceding clauses (i) through (iv), (A) all documents, (B) all chattel paper
(including all tangible chattel paper and all electronic chattel paper), (C) all general intangibles (excluding Intellectual Property), (D) all contracts (together with all contract rights arising thereunder) and (E) all instruments;
(vi) the Pledged Debt Securities (as defined in the applicable Security Agreements); (vii) to the extent securing or supporting any of the items referred to in the preceding clauses (i) through (v), all supporting obligations,
commercial tort claims and letter of credit rights (whether or not the respective letter of credit is evidenced by a writing); (viii) all books and records pertaining to the foregoing; and (ix) all products and proceeds of the foregoing
(including all insurance and claims for insurance effected or held for the benefit of the Credit Parties or the Secured Creditors in respect thereof and all collateral security and guarantees given by any Person with respect to any of the
foregoing). 












 “Account Debtor” shall mean any Person who may become obligated to another
Person under, with respect to, or on account of, an Account. 
 “Accounts” shall mean all “accounts,” as such
term is defined in the UCC (or, with respect to any Canadian Credit Party, the PPSA, or in the case of any accounts of the English Credit Party means any obligation (present, future or contingent) of an Account Debtor to make payment under a
contract of sale of goods or services together with all associated and related rights) in which any Person now or hereafter has rights, including all rights to payment for goods sold or leased or for services rendered. 

“Acquired Entity or Business” shall mean either (x) the assets constituting a business, division or product line of any
Person not already a Subsidiary of the Company or (y) 100% of the Equity Interests of any such Person, which Person shall, as a result of the respective acquisition, become a Wholly-Owned Subsidiary of the Company (or shall be merged or
amalgamated with and into the Company or a Wholly-Owned Subsidiary of the Company). 
 “Additional Security Documents”
shall have the meaning provided in Section 9.12(a). 
 “Adjustment Date” shall mean the first day of January,
April, July and October of each fiscal year. 
 “Administrative Agent” shall mean the U.S. Administrative Agent and/or the
Canadian Administrative Agent, as the context may require, and shall include any successor to the Administrative Agent appointed pursuant to Section 12.09. 

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

“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or
under direct or indirect common control with, such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other
Person, whether through the ownership of voting securities, by contract or otherwise; provided, however, that neither the Administrative Agent nor any Lender (nor any Affiliate thereof) shall be considered an Affiliate of the Company
or any Subsidiary thereof as a result of this Agreement, the extensions of credit hereunder or its actions in connection therewith. 

“Agent-Related Persons” shall mean the Administrative Agent, the Collateral Agent, their respective affiliates and the
officers, directors, employees, agents and attorneys-in-fact of the Administrative Agent, the Collateral Agent and their respective affiliates. 

“Agents” shall mean the Administrative Agent, the Collateral Agent, the Co-Documentation Agents, the Co-Syndication Agents
and any other agent with respect to the Credit Documents, including, without limitation, the Joint Lead Arrangers. 

“Agreement” shall mean this Credit Agreement, as modified, supplemented, amended (including pursuant to the First Amendment,
the Second Amendment
and, the Third Amendment and the Fourth Amendment), restated (including any amendment and
restatement hereof), extended or renewed from time to time. 

  
 -2- 













 “AML Legislation” shall have the meaning provided in
Section 13.20. 
 “Anti-Terrorism Laws” shall mean any laws relating to terrorism or money laundering,
including the PATRIOT Act, the Beneficial Ownership Regulation, the Criminal Code R.S.C. 1985, c. c-46, as amended, AML Legislation, the United Nations Act, R.S.C. 1985 c. u-2, as amended, Regulations Implementing the United Nations Resolutions on
the Suppression of Terrorism and the United Nations al-Qaida and Taliban Regulations promulgated under the United Nations Act, together with any similar Canadian legislation, rules, regulations and interpretations thereunder or related thereto. 

“Applicable Collateral” shall mean (a) with respect to the Obligations of the U.S. Credit Parties, the U.S. Collateral,
(b) with respect to the Obligations of the Canadian Credit Parties, the Canadian Collateral, the U.S. Collateral and the U.K. Collateral and (c) with respect to the Obligations of the English Credit Parties, the U.K. Collateral. 

“Applicable Margin” shall mean with respect to any Type of Revolving Loan, the per annum margin set forth below, as
determined by the Average Availability as of the most recent Adjustment Date: 
  

													
	 Level
	  	Average Availability
(percentage of Line
Cap)	 	 	U.S. Base Rate Loans,
Canadian Base Rate
Loans and Canadian
Prime Rate Loans	 	 	LIBO Rate Loans and
CDOR Rate Loans	 
	 I
	  	 	< 50	% 	 	 	0.50	% 	 	 	1.50	% 
	 II
	  	 	> 50	% 	 	 	0.25	% 	 	 	1.25	% 

 provided that whenever the Company is in compliance with a Total Leverage Ratio of 1.75:1.00, the Applicable Margin
shall be set forth as in the below: 
  

													
	 Level
	  	Average Availability
(percentage of Line
Cap)	 	 	U.S. Base Rate Loans,
Canadian Base Rate
Loans and Canadian
Prime Rate Loans	 	 	LIBO Rate Loans and
CDOR Rate Loans	 
	 I
	  	 	< 50	% 	 	 	0.25	% 	 	 	1.25	% 
	 II
	  	 	> 50	% 	 	 	0.00	% 	 	 	1.00	% 

 Until completion of the first full fiscal quarter after the Second Amendment Effective Date, the Applicable
Margin with respect to any Type of Revolving Loan shall be determined as if Level II when the Company is in compliance with a Total Leverage Ratio of 1.75:1.00 were applicable. Thereafter, the Applicable Margin with respect to any Type of Revolving
Loan shall be subject to increase or decrease on each Adjustment Date based on Average Availability, as determined by the Administrative Agent’s system of record, and each such increase or decrease in the Applicable Margin shall be effective on
the Adjustment Date occurring immediately after the last day of the fiscal quarter most recently ended. If (i) the Borrowers fail to deliver any Borrowing Base Certificate on or before the date required for delivery thereof or (ii) any
Event of Default exists, then, at the option of the Required Lenders, the Applicable Margin with respect to any Type of Revolving Loan shall be determined as if Level II were applicable, from the first day of the calendar month following the
date such Borrowing Base Certificate was required to be delivered or from the date such Event of Default occurred, as applicable, until the date of delivery of such Borrowing Base Certificate or when such Event of Default is no longer continuing.


  
 -3- 













 The Applicable Margin with respect to any Type of FILO Loan shall be the per annum margin(s)
set forth in the relevant FILO Amendment. 
 “Applicable Specified Secured Indebtedness” shall have the meaning assigned
that term in Section 9.14(a). 
 “Approved Country” shall mean (1) the United States, Canada, Australia, Hong
Kong, New Zealand, Norway, Switzerland, Singapore Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Sweden and the United Kingdom, and (2) any other country which the
Administrative Agent at any time may agree in its Permitted Discretion shall constitute an Approved Country (but such determination shall not become effective until three Business Days after written notice of such determination is received by the
Company); provided that no country shall constitute an Approved Country pursuant to this clause (2): 
 (i) whose
government or central bank (x) shall have prohibited the sale of the currency of such country in exchange for Dollars or Canadian Dollars or (y) shall have admitted in writing its inability to pay its debts as the same become due or shall
have declared a moratorium on the payment of its debts or the debts of any national governmental authority of such country; provided, however, that this clause (y) shall not apply to any Account which would otherwise constitute an
Eligible Insured and Letter of Credit Backed Account; or 
 (ii) with respect to which the United States shall have imposed
economic sanctions. 
 “Approved DIP Account” shall mean an Account (i) in respect of which the Account Debtor is
debtor in a case under Chapter 11 of the Bankruptcy Code, (ii) which arises after the commencement of the case described in (i) and is therefore entitled to priority as an administrative expense in such case and (iii) which has been
approved for purposes of this Agreement by the Collateral Agent in its Permitted Discretion. 
 “Approved Fund” shall mean
any Person (other than a natural Person) engaged in making, purchasing, holding or otherwise investing in commercial loans in its ordinary course of activities that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender
or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 
 “Asset Exchange” shall mean any
transfer of operating properties or assets by the Company or any of its Restricted Subsidiaries to any Person in which at least 75% of the consideration received by the transferor consists of operating properties or assets to be used by the Company
or any of its Restricted Subsidiaries in its business; provided that a transfer of ABL Priority Collateral the consideration of which consists of assets that are not ABL Priority Collateral shall not constitute an Asset Exchange. 

“Assignment and Assumption Agreement” shall mean an Assignment and Assumption Agreement substantially in the form of
Exhibit H (appropriately completed) or such other form as shall be acceptable to the Administrative Agent. 

“Availability” shall mean, as of any applicable date, the amount by which the Line Cap at such time exceeds the Revolving
Exposures on such date. 
 “Availability Conditions” shall be deemed satisfied only if: 

(a) each Lender’s U.S. Revolving Exposure does not exceed such Lender’s U.S. Revolving Commitment; 

  
 -4- 













 (b) each Lender’s Canadian Revolving Exposure does not exceed such
Lender’s Canadian Revolving Commitment; 
 (c) the sum of (i) the aggregate U.S. Revolving Exposure of all Lenders
plus (ii) the aggregate Canadian Revolving Exposure in respect of Canadian Revolving Loans made to the U.S. Borrowers plus (iii) the aggregate Canadian Revolving Exposure in respect of Canadian Revolving Loans made to the Canadian
Borrowers in reliance on clause (d) of the definition of “Canadian Borrowing Base” does not exceed the U.S. Borrowing Base then in effect; and 

(d) the aggregate Canadian Revolving Exposure in respect of Canadian Revolving Loans to the Canadian Borrowers does not exceed
the Canadian Borrowing Base then in effect. 

“Available
 Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length
of an Interest Period or (y) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.  

“Average Availability” shall mean, at any Adjustment Date, the average daily Availability for the fiscal quarter immediately
preceding such Adjustment Date, or such other period of days as the context may require. 
 “Average Usage” shall mean the
average utilization of Revolving Commitments during the immediately preceding fiscal quarter. 
 “Bail-In Action” shall
mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in
respect of any liability of an
EEAAffected
 Financial Institution. 
 “Bail-In Legislation” shall mean, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country
from time to time which is described in the EU Bail-In Legislation Schedule. and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to
time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration
or other insolvency proceedings). 
 “Bank Product” shall mean
any of the following products, services or facilities extended to any Borrower or any of Company’s Subsidiaries: (a) Cash Management Services; (b) products under Hedging Agreements; (c) commercial credit card and merchant card
services; and (d) guarantees and indemnities with respect to transactions of the type described in clauses (a) through (c) above and any other banking products or services as may be requested by any Borrower, other than Letters of
Credit. 
 “Bank Product Debt” shall mean Indebtedness and other obligations of a Borrower or any of Company’s
Subsidiaries relating to Bank Products. 
 “Bankruptcy Code” shall have the meaning provided in Section 11.05.


“Benchmark”
 means, initially, LIBOR; provided that if a replacement of the Benchmark has occurred pursuant to Section 3.06(c) then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark”
shall include, as applicable, the published component used in the calculation thereof. 

  
 -5- 














“Benchmark
 Replacement” means: 
 (1) For purposes of Section 3.06(c)(i), the first alternative set forth below that can be determined by the Administrative
Agent: 

(a)
 the sum of: (i) Term SOFR and (ii) the spread adjustment
selected or recommended by the Relevant Governmental Body at such time for the replacement of the tenor of LIBOR with a SOFR-based rate having approximately the same length, or 

(b)
 the sum of: (i) Daily Simple SOFR and (ii) the spread
adjustment selected or recommended by the Relevant Governmental Body at such time for the replacement of the tenor of LIBOR with a SOFR-based rate having approximately the same length; 

provided
that, if initially LIBOR is replaced with the rate contained in clause (b) above (Daily Simple SOFR plus the applicable spread adjustment) and subsequent to such replacement, the Administrative Agent determines that Term SOFR has become
available and is administratively feasible for the Administrative Agent in its sole discretion, and the Administrative Agent notifies the Company and each Lender of such availability, then from and after the beginning of the Interest Period,
relevant interest payment date or payment period for interest calculated, in each case, commencing no less than thirty (30) days after the date of such notice, the Benchmark Replacement shall be as set forth in clause (a) above;
and 

(2)
 For purposes of Section 3.06(c)(ii), the sum of (a) the
alternate benchmark rate and (b) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Company as the replacement Benchmark giving due consideration to any
evolving or then-prevailing market convention, including any applicable recommendations made by a Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time;


provided
that, if the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than 0.00%, the Benchmark Replacement will be deemed to be 0.00% for the purposes of this Agreement and the other Credit Documents.
 

Any Benchmark Replacement
shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Benchmark Replacement shall be applied in a manner as otherwise
reasonably determined by the Administrative Agent. 
 “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical,
administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making
payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational
matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with
market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark
Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably
necessary in connection with the administration of this Agreement and the other Credit Documents). 

  
 -6- 














“Benchmark
 Transition Event” means, with respect to any then-current Benchmark other than LIBOR, the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark or a Governmental
Authority with jurisdiction over such administrator announcing or stating that all Available Tenors are or will no longer be representative, or made available, or used for determining the interest rate of loans, or shall or will otherwise cease,
provided that, at the time of such statement or publication, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide any representative tenors of such Benchmark after such specific date.
 
 “Beneficial Ownership Certification” shall mean a
certification regarding beneficial ownership required by the Beneficial Ownership Regulation. 
 “Beneficial Ownership
Regulation” shall mean 31 C.F.R. Section 1010.230. 
 “Benefit Plan” shall mean any of (a) an
“employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA
Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan.” 

“Borrowers” shall mean the U.S. Borrowers, the Canadian Borrowers and the U.K. Borrowers, if any. 

“Borrowing” shall mean the borrowing of the same Type and Class of Revolving Loan or FILO Loan (as applicable) by the
Borrowers from all the Lenders having Commitments on a given date (or resulting from a conversion or conversions on such date), having in the case of LIBO Rate Loans and CDOR Rate Loans, the same Interest Period; provided that U.S. Base Rate
Loans and Canadian Prime Rate Loans incurred pursuant to Section 3.01 shall be considered part of the related Borrowing of LIBO Rate Loans or CDOR Rate Loans, as applicable, and Canadian Prime Rate Loans incurred pursuant to
Section 3.01 shall be considered part of the related Borrowing of CDOR Rate Loans. 
 “Borrowing Base” shall
mean (a) with respect to the U.S. Revolving Commitment, the U.S. Borrowing Base, (b) with respect to the Canadian Revolving Commitment, the Canadian Borrowing Base, (c) with respect to the U.S. FILO Commitment, if any, the U.S. FILO
Borrowing Base, (d) with respect to the Canadian FILO Commitment, if any, the Canadian FILO Borrowing Base and (e) the sum of the U.S. Borrowing Base, the Canadian Borrowing Base, the U.S. FILO Borrowing Base and Canadian FILO Borrowing
Base, as the context may require. The Borrowing Base or any component thereof at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 9.17(a).

 “Borrowing Base Certificate” shall mean a certificate of a Responsible Officer of the Company in form and substance
satisfactory to the Administrative Agent. 
 “Business Day” shall mean (i) for all purposes other than as covered by
clause (ii) below, any day except Saturday, Sunday and any day which shall be in New York City, Toronto, Ontario, Canada or Montreal, Quebec, Canada a legal holiday or a day on which banking institutions are authorized or required by law or
other government action to close and (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, LIBO Rate Loans, any day which is a Business Day described in clause (i) above and
which is also a day for trading by and between banks in the New York or London interbank Eurodollar market. 

  
 -7- 













 “Canadian Administrative Agent” shall have the meaning set forth in the
recitals hereto. 
 “Canadian Base Rate” shall mean, for any day, the greatest of (a) a per annum rate of interest
announced by Bank of America, N.A. (acting through its Canada branch) from time to time as its base rate for commercial loans made by it in Canada in Dollars, which rate is based on various factors, including its costs and desired return, general
economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such rate, (b) the Federal Funds Rate plus 1⁄2 of 1%; or (c) the LIBO Rate for a LIBO Rate Loan with a one month Interest Period commencing on such day plus 1.00% (which, if negative, shall be deemed to be 0.00%). Any change in the Canadian Base
Rate shall take effect at the opening of business on the applicable Business Day. 
 “Canadian Base Rate Loan” shall mean a
Canadian Revolving Loan or Canadian FILO Loan denominated in Dollars that bears interest based on the Canadian Base Rate. 

“Canadian Borrower” shall mean (i) Resolute FP Canada Inc. and (ii) each Canadian Subsidiary of the Company that is
designated as an additional Canadian borrower hereunder in accordance with Section 2.22. 
 “Canadian Borrowing
Base” shall mean, at the time of any determination, an amount equal to the sum of the Dollar Equivalent, without duplication, of (a) (I) 85% of the aggregate Outstanding Balance of Eligible Canadian/English Accounts (other than
Eligible Insured and Letter of Credit Backed Accounts and Eligible Investment Grade Accounts) at such time plus (II) 90% of the aggregate Outstanding Balance of Eligible Insured and Letter of Credit Backed Accounts owned by Canadian Credit
Parties and English Credit Parties at such time plus (III) 90% of the aggregate Outstanding Balance of Eligible Investment Grade Accounts owned by Canadian Credit Parties and English Credit Parties at such time plus (b) the lesser
of (i) 70% of Eligible Canadian/English Inventory at such time and (ii) 85% of the Net Orderly Liquidation Value of Eligible Canadian/English Inventory at such time (in each case with respect to clauses (i) and (ii) with any
Eligible Canadian/English Inventory to be valued at the lower of cost or market value thereof (net of any intercompany profit)) plus (c)(i) 100% of all amounts on deposit in Canadian Dominion Accounts and English Dominion Accounts (in each
case to the extent such amounts constitute cash held in deposit accounts) and (ii) 95% of all other amounts on deposit in securities accounts of a Canadian Credit Party or English Credit Party that are subject to the control of the Collateral
Agent (in each case to the extent such amounts constitute Cash Equivalents of the type described in clause (a) of the definition thereof held in such securities accounts) plus (d) the positive amount, if any, by which the U.S.
Borrowing Base exceeds the total U.S. Revolving Exposure of all Lenders minus (e) any Reserves established from time to time by the Administrative Agent in accordance with its Permitted Discretion; provided, however, that
the aggregate amount arising under the preceding clause (c), together with the aggregate amount arising under clause (c) of the first sentence of the definition of “U.S. Borrowing Base,” shall not exceed $100,000,000. The Canadian
Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 9.17(a), adjusted on a pro forma basis as necessary in the Permitted
Discretion of the Administrative Agent (pending the delivery of a new Borrowing Base Certificate) to reflect the impact of any Significant Asset Sale (other than receivables to be factored which are sold pursuant to Section 10.02(iii))
or any other event or circumstance which by the express terms of this Agreement alters the eligibility for inclusion in the Canadian Borrowing Base of Eligible Accounts, Eligible Inventory, Eligible Insured and Letter of Credit Backed Accounts or
Eligible Investment Grade Accounts reflected in such Borrowing Base Certificate. The Administrative Agent shall have the right (but no obligation) to review the computations in any Borrowing Base Certificate and if, in its Permitted Discretion, such
computations have not been calculated in accordance with the terms of this Agreement, the Administrative Agent shall have the right, in consultation with the Company, to correct any such errors in such manner as it shall determine in its Permitted
Discretion and the Administrative Agent will notify the Company promptly after making any such correction. 

  
 -8- 













 “Canadian Collateral” shall mean all the “Collateral” (or
equivalent term) as defined in each Canadian Security Agreement and all other property (whether real, personal or otherwise) with respect to which any security interests have been granted (or purported to be granted) by the Canadian Credit Parties
pursuant to any Security Document (including any Additional Security Documents) or is required to be granted in accordance with the requirements set forth in Section 2.22, Section 9.12, Section 9.13 or
Section 9.14. 
 “Canadian Collection Account” shall mean each account established at a Canadian bank subject
to a Deposit Account Control Agreement into which funds shall be transferred as provided in Section 9.17(c)(ii). 

“Canadian Collection Bank” shall mean any bank that maintains a Canadian Collection Account. 

“Canadian Credit Party” shall mean the Canadian Borrowers and each Canadian Subsidiary Guarantor. 

“Canadian Dilution Reserve” shall mean, at any date, (i) the amount by which the consolidated Dilution Ratio of Eligible
Canadian/English Accounts exceeds five percent (5%) multiplied by (ii) the Eligible Canadian/English Accounts on such date. 

“Canadian Dollars” and “C$” shall mean the lawful currency of Canada. 

“Canadian Dominion Account” shall have the meaning set forth in Section 9.17. 

“Canadian Employee Benefits Legislation” shall mean the Pension Benefits Act (Ontario), as amended and any regulations
promulgated thereunder, and any Canadian federal, provincial or local counterparts or equivalents, and includes the Canadian Pension Regulations and the Government Pension Agreements. 

“Canadian FILO Borrowing Base” shall mean, at the time of any determination, an amount equal to the sum of the Dollar
Equivalent, without duplication, of (a) an advance rate to be agreed between the Canadian FILO Lenders and the Canadian Borrowers (which such advance rate shall be set forth in the relevant FILO Amendment) of the aggregate Outstanding Balance
of Eligible Canadian/English Accounts plus (b) an advance rate to be agreed between the Canadian FILO Lenders and the Canadian Borrowers (which such advance rate shall be set forth in the relevant FILO Amendment) of Eligible
Canadian/English Inventory at such time, minus any Reserves established from time to time by the Administrative Agent in accordance herewith (without duplication of Reserves otherwise established in connection with the Canadian Borrowing
Base). The Canadian FILO Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 9.17(a), adjusted on a pro forma basis as
necessary in the Permitted Discretion of the Administrative Agent (pending the delivery of a new Borrowing Base Certificate) to reflect the impact of any Significant Asset Sale (other than receivables to be factored which are sold pursuant to
Section 10.02(iii) or any other event or circumstance which by the express terms of this Agreement alters the eligibility for inclusion in the Canadian FILO Borrowing Base of Eligible Accounts or Eligible Inventory reflected in such
Borrowing Base Certificate. The Administrative Agent shall have the right (but no obligation) to review the computations in any Borrowing Base Certificate and if, in its Permitted Discretion, such computations have not been calculated in accordance
with the terms of this Agreement, the Administrative Agent shall have the right, in consultation with the Company, to correct any such errors in such manner as it shall determine in its Permitted Discretion and the Administrative Agent will notify
the Company promptly after making any such correction. 

  
 -9- 













 “Canadian FILO Commitment” shall mean the commitment of the Canadian FILO
Lenders under the Canadian FILO Subfacility to make Canadian FILO Loans hereunder up to the Canadian FILO Line Cap. 
 “Canadian
FILO Exchange Offer” shall have the meaning given in Section 2.21(a). 
 “Canadian FILO Exposure”
shall mean, with respect to the Canadian FILO Lenders under a Canadian FILO Subfacility at any time, the aggregate principal amount at such time of all outstanding Canadian FILO Loans of such Lender under the Canadian FILO Subfacility. 

“Canadian FILO Lender” shall mean any Lender hereunder that accepts a Canadian FILO Exchange Offer pursuant to
Section 2.21 and has a resulting FILO Commitment under the Canadian FILO Subfacility. 
 “Canadian FILO Line
Cap” shall mean an amount equal to the lesser of (a) the FILO Commitments under the Canadian FILO Subfacility and (b) the Canadian FILO Borrowing Base. 

“Canadian FILO Loans” shall mean advances made to or at the instructions of a Canadian Borrower pursuant to
Section 2 hereof under the Canadian FILO Subfacility. 
 “Canadian FILO Subfacility” shall mean the subfacility
resulting from a Canadian FILO Exchange Offer, if any. 
 “Canadian Issuing Bank” shall mean, as the context may require,
(a) Bank of America, N.A. (acting through its Canada branch) or any affiliates or branches of Bank of America, N.A. with respect to Canadian Letters of Credit issued by it; (b) any other Lender that may become an Issuing Bank pursuant to
Sections 2.13(i) and 2.13(k), with respect to Letters of Credit issued by such Lender; (c) with respect to any Existing Letter of Credit, the Lender which is the issuer of such Existing Letter of Credit; or (d) collectively,
all of the foregoing. 
 “Canadian LC Credit Extension” shall mean, with respect to any Canadian Letter of Credit under the
Canadian Subfacility, the issuance, amendment or renewal thereof or extension of the expiry date thereof, or the increase of the amount thereof. 

“Canadian LC Disbursement” shall mean a payment or disbursement made by the Canadian Issuing Bank pursuant to a Canadian
Letter of Credit under the Canadian Subfacility. 
 “Canadian LC Documents” shall mean all documents, instruments and
agreements delivered by a Canadian Borrower or any other Person to the Canadian Issuing Bank or the Administrative Agent in connection with any Canadian Letter of Credit under the Canadian Subfacility. 

“Canadian LC Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all outstanding Canadian
Letters of Credit at such time plus (b) the aggregate principal amount of all Canadian LC Disbursements that have not yet been reimbursed at such time. The Canadian LC Exposure of any Revolving Lender at any time shall mean its Pro Rata
Percentage of the aggregate Canadian LC Exposure at such time. 

  
 -10- 













 “Canadian LC Obligations” shall mean the sum (without duplication) of
(a) all amounts owing by the Canadian Borrowers in respect of any Canadian LC Disbursements (including any bankers’ acceptances or other payment obligations arising therefrom) and (b) the stated amount of all outstanding Canadian
Letters of Credit. 
 “Canadian Letter of Credit” shall mean any letters of credit, usance letter of credit or foreign
guarantee issued or to be issued by the Canadian Issuing Bank under the Canadian Subfacility requested by a Canadian Borrower, U.S. Borrower or U.K. Borrower, if any, pursuant to Section 2.13. 

“Canadian Line Cap” shall mean an amount that is equal to the lesser of (a) the Canadian Revolving Commitments and
(b) the then applicable Canadian Borrowing Base. 
 “Canadian Pension Plan” shall mean each pension, supplementary
pension, retirement savings or other retirement income plan or arrangement of any kind, registered or non-registered, established, maintained or contributed to by a Canadian Subsidiary of the Company for its or any of its current or previous
Affiliates’ employees or former employees and includes for greater certainty “target benefit” and “multi- employer pension plans” as defined in the Pension Benefits Act (Ontario),” all Ontario Pension Plans and Quebec
Pension Plans but shall not include the Canada Pension Plan (CPP) as maintained by the government of Canada or the Quebec Pension Plan (QPP) as maintained by the government of Quebec. 

“Canadian Pension Regulations” shall mean, collectively, the Ontario Pension Regulations and the Quebec Pension Regulations.

 “Canadian Perfection Certificate” shall mean the Canadian Perfection Certificate in the form approved by the Collateral
Agent, as the same may be supplemented from time to time pursuant to Section 9.01(c) or otherwise. 
 “Canadian Prime
Rate Loan” shall mean a Canadian Revolving Loan or Canadian FILO Loan to the Canadian Borrowers denominated in Canadian Dollars which bears interest at a rate based upon the Canadian Prime Rate. 

“Canadian Prime Rate” shall mean, for any period, the rate per annum determined by the Administrative Agent to be the higher
of (i) the per annum rate of interest announced by Bank of America, N.A. (acting through its Canada branch) from time to time as its prime rate for commercial loans made by it in Canada in Canadian Dollars, which rate is based on various
factors, including its costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such rate; or (ii) the CDOR Rate for a one-month
interest period as of such day, plus 1.00%; provided that in no event shall the Canadian Prime Rate be less than zero. Any change in such rate shall take effect at the opening of business on the applicable Business Day. 

“Canadian Priority Payables” shall mean, at any time, with respect to the Canadian Borrowing Base: 

(a) the amount due on or prior to the date as of which the Canadian Borrowing Base is to be determined and remaining unpaid at
the time of determination by any Canadian Credit Party (or any other Person for which any Canadian Credit Party has joint and several liability), for which each Canadian Credit Party has an obligation to remit to a Governmental Authority or other
Person pursuant to any applicable law, rule or regulation, in respect of (i) pension fund obligations including wind-up deficiencies on any wind-up or termination of any Ontario Pension 

  
 -11- 













 
Plan and employee and employer pension plan contributions (including “normal cost,” “special payments” and any other payments in respect of any funding deficiency or
shortfall), (ii) employment insurance, (iii) goods and services taxes, sales taxes, employee income taxes, excise tax and other taxes payable or to be remitted or withheld, (iv) workers’ compensation, (v) wages, salaries,
commission or compensation, including vacation pay, and (vi) other like charges and demands, in each case in respect of which any Governmental Authority or other Person may claim a security interest, hypothecation, prior claim, trust or other
claim or Lien ranking or capable of ranking in priority to or pari passu with one or more of the Liens granted pursuant to the Security Documents (a “Priority Lien”); and 

(b) the aggregate amount due on or prior to the date as of which the Canadian Borrowing Base is to be determined and remaining
unpaid at the time of determination of any other liabilities of the Canadian Credit Parties (or any other Person for which the Canadian Credit Parties have joint and several liability) (i) in respect of which a trust has been or may be imposed
on Collateral of any Canadian Credit Party to provide for payment or (ii) which are secured by a security interest, hypothecation, prior claim, pledge, charge, right, or claim or other Lien on any Collateral of any Canadian Credit Party, in
each case pursuant to any applicable law, rule or regulation and which trust, security interest, hypothecation, prior claim, pledge, charge, right, claim or other Lien ranks or is capable of ranking in priority to or pari passu with one or
more of the Liens granted in the Security Documents. 
 “Canadian Priority Payables Reserve” shall mean, on any date of
determination for the Canadian Borrowing Base, a reserve established from time to time by the Collateral Agent in its Permitted Discretion in such amount as the Collateral Agent may reasonably determine in respect of Canadian Priority Payables of
the Canadian Credit Parties; provided, that without otherwise limiting the Collateral Agent’s Permitted Discretion, the Canadian Priority Payables Reserve shall include a reserve for Canadian Priority Payables in an amount up to the
amount of Canadian Priority Payables set forth on the most recent Borrowing Base Certificate (as the same may be reduced or increased by the next succeeding Borrowing Base Certificate) delivered to the Administrative Agent pursuant to
Section 9.17(a). 
 “Canadian Protective Advances” shall have the meaning assigned to such term in
Section 2.18. 
 “Canadian Revolving Borrowing” shall mean a Borrowing comprised of Canadian Revolving Loans or
Canadian FILO Loans. 
 “Canadian Revolving Commitment” shall mean, with respect to each Canadian Revolving Lender, the
commitment, if any, of such Lender to make Canadian Revolving Loans hereunder up to the amount set forth and opposite such Lender’s name on Schedule 2.01 under the caption “Canadian Revolving Commitment,” or in the Assignment
and Assumption Agreement pursuant to which such Lender assumed its Canadian Revolving Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07, (b) reduced from time to time pursuant
to Section 2.21 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 13.04. The aggregate amount of the Canadian Revolving Lenders’ Canadian Revolving
Commitments on the
SecondFourth
 Amendment Effective Date is $300,000,000250,000,000. 

“Canadian Revolving Exposure” shall mean, with respect to any Canadian Revolving Lender at any time, the aggregate principal
amount at such time of all outstanding Canadian Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s Canadian LC Exposure, plus the aggregate amount of such Lender’s Canadian Swingline Exposure. 

  
 -12- 













 “Canadian Revolving Lender” shall mean any Lender under the Canadian
Subfacility. Each Canadian Revolving Lender (or any Affiliate or branch of any such Lender that is acting on behalf of such Lender) that is not resident in Canada or is deemed not to be resident in Canada for purposes of the ITA shall be a financial
institution that deals at arm’s length with the Canadian Borrowers for purposes of the ITA. 
 “Canadian Revolving
Loans” shall mean advances made to or at the instructions of a Canadian Borrower, U.S. Borrower or U.K. Borrower, if any, pursuant to Section 2.01(ii) hereof under the Canadian Subfacility and may constitute Canadian Revolving
Loans and Canadian Swingline Loans but shall not include Canadian FILO Loans, whether borrowed by any Canadian Borrower, any U.S. Borrower or any U.K. Borrower, if any. 

“Canadian Revolving Note” shall mean each revolving note substantially in the form of Exhibit B-2 hereto. 
 “Canadian Security Agreement” shall mean the Canadian Security
Agreement dated as of the Closing Date, by and between the Collateral Agent and each of the Canadian Credit Parties substantially in the form set out in Exhibit E-2 and to the extent that a Canadian
Credit Party has a place of business, registered office or tangible property in the province of Quebec, such term shall include each deed of hypothec and all related documents as may be applicable. 

“Canadian Subfacility” shall have the meaning set forth in the recitals hereto. 

“Canadian Subsidiary” shall mean any Subsidiary of the Company organized now or hereinafter under the laws of Canada or a
province or territory thereof. 
 “Canadian Subsidiary Guarantor” shall mean (i) each Canadian Wholly-Owned Subsidiary
(other than the Canadian Borrowers) in existence on the
SecondFourth
 Amendment Effective Date that is party to the SecondFourth Amendment and (ii) each Canadian Subsidiary established,
created or acquired after the
SecondFourth
 Amendment Effective Date which becomes a party to this Agreement in accordance with the requirements of this Agreement pursuant to Section 9.12 or otherwise. 

“Canadian Swingline Commitment” shall mean the commitment of the Canadian Swingline Lender to make loans under the Canadian
Subfacility pursuant to Section 2.12, as the same may be reduced from time to time pursuant to Section 2.07. 

“Canadian Swingline Exposure” shall mean at any time the aggregate principal amount at such time of all outstanding Canadian
Swingline Loans. The Canadian Swingline Exposure of any Canadian Revolving Lender at any time shall equal its Pro Rata Percentage of the aggregate Canadian Swingline Exposure at such time. 

“Canadian Swingline Lender” shall mean Bank of America, N.A. (acting through its Canada branch). 

“Canadian Swingline Loan” shall mean any Loan made by the Canadian Swingline Lender pursuant to Section 2.12.

 “Canadian Swingline Note” shall mean each swingline note substantially in the form of Exhibit B-4 hereto. 

  
 -13- 













 “Capital Expenditures” shall mean, with respect to any Person, all
expenditures by such Person which should be capitalized in accordance with GAAP and, without duplication, the amount of the principal portion of all Capitalized Lease Obligations incurred by such Person. 

“Capital Lease” shall have the meaning provided in the definition of the term “Capitalized Lease Obligations.” 

“Capitalized Lease Obligations” of any Person shall mean, subject to Section 13. 07 hereof, the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof (each, a “Capital Lease”), which obligations are required to be classified
and accounted for as capital leases on a balance sheet of such Person under GAAP. For the purposes of this Agreement and subject to the terms of Section 13.07, the amount of such obligations at any time shall be the capitalized amount thereof
at such time, determined in accordance with GAAP. 
 “Cash Collateralize” shall mean to pledge and deposit with or deliver
to the Administrative Agent for deposit into the LC Collateral Account, for the benefit of the Administrative Agent, the Issuing Banks or the Swingline Lenders (as applicable) and the Lenders, cash as collateral for the LC Exposure, Obligations in
respect of Swingline Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), in accordance with Section 2.13(j). “Cash Collateral” shall have a meaning
correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. 
 “Cash Dominion
Event” shall mean the occurrence of a date when either (x) (a) Specified Availability shall have been less than the greater of (i) 10% of the Line Cap and (ii) $45,000,00040,000,000
, in either case for 5 consecutive Business Days, until such date as (b) Specified Availability shall have been at least equal to the greater of (i) 10% of the Line Cap and (ii) $45,000,00040,000,000
 over a period of 30 consecutive calendar days or (y) a Specified Event of Default has occurred and is continuing. 

“Cash Dominion Notice” shall mean a written notice delivered by the Administrative Agent at any time during a Cash Dominion
Period to any bank or other depository at which any Deposit Account (other than any Excluded Account) is maintained directing such bank or other depository (a) to remit all funds in such Deposit Account to a Dominion Account, or in the case of
a Dominion Account, to the Administrative Agent on a daily basis, (b) to cease following directions or instructions given to such bank or other depository by any Credit Party regarding the disbursement of funds from such Deposit Account (other
than any Excluded Account), and (c) to follow all directions and instructions given to such bank or other depository by the Administrative Agent in each case, pursuant to the terms of any Deposit Account Control Agreement in place. 

“Cash Dominion Period” shall mean any period throughout which a Cash Dominion Event has occurred and is continuing. 

“Cash Equivalents” shall mean: 

(a) any evidence of Indebtedness, maturing not more than one year after the acquisition thereof, issued by the United States of
America or Canada, or any instrumentality or agency thereof and guaranteed fully as to principal, interest and premium, if any, by the United States of America or Canada; 

  
 -14- 













 (b) any certificate of deposit, banker’s acceptance or time deposit
(including Eurodollar time deposits), maturing not more than one year after the date of purchase, issued or guaranteed by or placed with (i) the Agent, any Lender or any bank providing Cash Management Services to the Company or any of its
Subsidiaries, (ii) any Farm Credit Lender (as defined in the Farm Credit Agreement) under the Farm Credit Agreement, or (iii) a commercial banking institution that has long-term debt rated “A2” or higher by Moody’s or
“A” or higher by S&P and which has a combined capital and surplus of not less than $500,000,000; 
 (c)
commercial paper (i) maturing not more than 270 days after the date of purchase and (ii) issued by a corporation (other than a Credit Party or any Affiliate of a Credit Party) with a rating, at the time as of which any determination
thereof is to be made, of “P-1” or higher by Moody’s or “A-1” or higher by S&P (or equivalent rating in the case of Cash Equivalents held by
a Foreign Subsidiary of the Company); 
 (d) investments in fully collateralized repurchase agreements with a term of not
more than 90 days for underlying securities of the types described in clause (a) above entered into with any bank or trust company meeting the qualifications specified in clause (b) above; 

(e) demand deposits with any bank or trust company; 

(f) money market funds substantially all the assets of which are comprised of securities of the types described in clauses
(a) through (e) above; and 
 (g) in the case of the Foreign Subsidiaries of the Company, short-term investments
comparable to the foregoing. 
 “Cash Management Services” shall mean any services provided from time to time to any
Borrower or any of the Company’s Subsidiaries in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer,
controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services. 
 “CCAA Plan”
shall mean the plan to reorganize pursuant to the second amended and restated plan of reorganization and compromise of the Company and certain of its Subsidiaries dated November 1, 2010 which has been filed with the Canadian Bankruptcy Court
and as may be further amended, supplemented or otherwise modified from time to time. 
 “CDOR Rate” shall mean, for the
relevant Interest Period, the arithmetic average of the Canadian Dollar bankers’ acceptance rate as published on the Reuters Screen CDOR page at or about 10:15 a.m., Toronto time, on the first day of the applicable Interest Period (or the
preceding Business Day, if the applicable day is not a Business Day) for a term comparable to the Interest Period (or, if not available, such other commercially available source displaying Canadian interbank bid rates for Canadian Dollar
bankers’ acceptances designated by the Administrative Agent in a manner consistent with market practice from time to time; provided that to the extent such market practice is not administratively feasible by the Administrative Agent,
such designated rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent); provided, further, that in no event shall the CDOR Rate be less than zero. 

“CDOR Rate Loan” shall mean a Canadian Revolving Loan or Canadian FILO Loan denominated in Canadian Dollars made by the
Lenders to the Canadian Borrowers which bears interest at a rate based on the CDOR Rate. 

  
 -15- 













 “CERCLA” shall mean the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as the same has been amended and may hereafter be amended from time to time, 42 U.S.C. § 9601 et seq. 

“CFC” shall mean a “controlled foreign corporation” within the meaning of Section 957 of the Code. 

“Change in Law” shall mean the occurrence after the
SecondFourth
 Amendment Effective Date or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement, of (a) the adoption of or taking effect of any law, rule, regulation or
treaty, (b) any change in any law, rule, regulation or treaty or in the interpretation or application thereof by any Governmental Authority or (c) compliance by any Lender (or, for purposes of Section 3.01, by any lending
office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after such applicable date; provided that,
notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules,
guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel
III, shall be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued. 
 “Change of
Control” shall mean the occurrence of any of the following: 
 (1) the direct or indirect sale, lease, transfer,
conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any
“person” (as that term is used in Section 13(d)(3) of the Exchange Act); 
 (2) the adoption of a plan
relating to the liquidation or dissolution of the Company (other than a plan of liquidation of the Company that is a liquidation for tax purposes only); 

(3) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is
that any “person” (as defined above) becomes the beneficial owner, directly or indirectly, of more than 50% of the voting stock of the Company, measured by voting power rather than number of shares; 

(4) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into,
the Company, in any such event pursuant to a transaction in which any of the outstanding voting stock of the Company or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where
the voting stock of the Company outstanding immediately prior to such transaction constitutes or is converted into or exchanged for a majority of the outstanding shares of the voting stock of such surviving or transferee Person (immediately after
giving effect to such transaction); or 
 (5) any event constituting a “change of control” under the Senior Notes
Indenture or any other instruments governing any Indebtedness in excess of the Threshold Amount. 
 Notwithstanding the foregoing:
(A) any holding company whose only significant asset is Equity Interests of the Company or any of its direct or indirect parent companies shall not itself be considered a “person” or “group” for purposes of clause (2)
above; (B) the transfer of assets between or among the 

  
 -16- 













 
Company and its Restricted Subsidiaries shall not itself constitute a Change of Control; (C) the term “Change of Control” shall not include a merger or consolidation of the Company
with, or the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s assets to, an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing the Company
in another jurisdiction and/or for the sole purpose of forming or collapsing a holding company structure; (D) a “person” or “group” shall not be deemed to have beneficial ownership of securities subject to a stock purchase
agreement, merger agreement or similar agreement (or voting or option agreement related thereto) until the consummation of the transactions contemplated by such agreement; and (E) a transaction in which the Company or any direct or indirect
parent of the Company becomes a Subsidiary of another Person (other than a Person that is an individual, such Person that is not an individual, the “New Parent”) shall not constitute a Change of Control if (a) the shareholders
of the Company or such parent immediately prior to such transaction “beneficially own” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly through one or more intermediaries, at least a
majority of the voting power of the outstanding voting stock of such parent immediately following the consummation of such transaction or (b) immediately following the consummation of such transaction, no “person” (as such term is
defined above), other than the New Parent, “beneficially owns” (as such term is defined above), directly or indirectly through one or more intermediaries, more than 50% of the voting power of the outstanding voting stock of the Company or
the New Parent. 
 “Chattel Paper” shall have the meaning provided in Article 9 of the UCC. 

“Class,” (a) when used with respect to Lenders, shall refer to whether such Lender has a Loan, Protective Advances or
Commitment with respect to the U.S. Subfacility, the Canadian Subfacility, the U.S. FILO Subfacility or the Canadian FILO Subfacility, (b) when used with respect to Commitments, refers to whether such Commitments are U.S. Revolving Commitments,
Canadian Revolving Commitments, U.S. FILO Commitments or Canadian FILO Commitments and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Loans under the U.S.
Subfacility, Loans under the Canadian Subfacility, Loans under the U.S. FILO Subfacility, Loans under the Canadian FILO Subfacility or Protective Advances under the U.S. Subfacility or the Canadian Subfacility. 

“Closing Date” shall mean May 22, 2015. 

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

“Co-Documentation Agent” shall mean TD Bank, N.A. and Canadian Imperial Bank of Commerce, in their respective capacities as
co-documentation agents, as applicable, under this Agreement. 
 “Co-Syndication Agent” shall mean BMO Capital Markets
Corp. and Wells Fargo Bank, N.A., in their respective capacities as co-syndication agents, as applicable, under this Agreement. 

“Collateral” shall mean, collectively, the Canadian Collateral, the U.S. Collateral and the U.K. Collateral. 

  
 -17- 













 “Collateral Access Agreement” shall mean any landlord waiver or other
agreement, in form and substance reasonably satisfactory to the Collateral Agent, between the Collateral Agent and any third party (including any bailee, consignee, customs broker or other similar Person) in possession of any Collateral or any
landlord mortgagee of any Credit Party for any real property where any Collateral is located, as such landlord waiver or other agreement may be amended, restated or otherwise modified from time to time. 

“Collateral Agent” shall have the meaning set forth in the recitals hereto. 

“Collateral Requirement” shall have the meaning assigned that term in Section 10.01(vi). 

“Collection Accounts” shall mean, collectively, the U.S. Collection Accounts, the Canadian Collection Accounts and the
English Collection Accounts. 
 “Commingled Inventory” shall mean Inventory of any U.S. Credit Party, Canadian Credit Party
or English Credit Party that is commingled (whether pursuant to a consignment (as defined in Section 9-102 of the UCC), a toll manufacturing agreement or otherwise) with Inventory of another Person (other than another applicable Credit Party)
at a location owned or leased by an applicable Credit Party to the extent that such Inventory of such Credit Party is not readily identifiable. 

“Commitment” shall mean, with respect to any Lender, such Lender’s Revolving Commitment, LC Commitment or Swingline
Commitment, or any Extended Revolving Loan Commitment. 
 “Commodity Exchange Act” shall mean the Commodity Exchange Act (7
U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. 
 “Communication” shall have the meaning assigned that term in Section 13.09(a). 
 “Company” shall have the meaning provided in the preamble hereto. 

“Compliance Certificate” shall mean a certificate of the Responsible Officer of the Company substantially in the form of
Exhibit G hereto, and in any case, in form and substance reasonably satisfactory to the Administrative Agent. 

“Concentration Limit” for any Account Debtor shall mean at any time an amount equal to (a) the aggregate Outstanding
Balance of Eligible Accounts included in the Borrowing Base, after giving effect to the limits on concentration specified in the definition of Eligible Accounts (on an iterative basis), multiplied by (b) the applicable percentage set forth
below: 
 (i) if and so long as
(1) such Account Debtor has Debt Ratings of at least BBB- by
S&P and Baa3 by Moody’s, or (2) the Administrative Agent in its sole discretion shall permit such
Account Debtor to be included in this clause (i) notwithstanding the terms of clause (1),
15.0%; or 

(ii) if and so long as such Account Debtor
has Debt Ratings from S&P or Moody’s and the preceding clause (i) is not applicable,
10.0%;
or. 

(iii) if neither of the preceding clauses is
applicable, 5.0%. 
 If the Debt Rating of any Account Debtor is downgraded
such that the Concentration Limit for such Account Debtor would be reduced, such reduction in such Concentration Limit shall not occur until three Business Days after the Company becomes aware of such downgrade. 

“Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period, plus: 

  
 -18- 













 (a) without duplication and to the extent deducted in determining such
Consolidated Net Income, the sum of: 
 (i) Consolidated Interest Expense for such period; 

(ii) provision for taxes based on income, profits or losses (determined on a consolidated basis) during such period; 

(iii) all amounts attributable to depreciation, depletion and amortization for such period, including, but not limited to, any
acceleration thereof; 
 (iv) any extraordinary losses for such period; 

(v) any Non-Cash Charges for such period; 

(vi) non-recurring charges and/or restructuring charges for such period relating to current or anticipated future cash
expenditures, including closure costs, impairment and other related charges in connection with asset closures, optimization initiatives or consolidation of assets, in an aggregate amount not to exceed in any Test Period 20% of Consolidated EBITDA
for such Test Period (prior to giving effect to this clause (vi)); and 
 (vii) deferred financing fees (and any write-offs
thereof); 
 provided that, to the extent not reflected in Consolidated Net Income for the period in which such cash payment is made,
any cash payment made with respect to any Non-Cash Charges added back in computing Consolidated EBITDA for any prior period pursuant to clause (v) above (or that would have been added back had this Agreement been in effect during such prior
period) shall be subtracted in computing Consolidated EBITDA for the period in which such cash payment is made; and minus 

(b) without duplication and to the extent included in determining such Consolidated Net Income: 

(i) any extraordinary gains for such period; and 

(ii) any non-cash gains for such period (excluding any non-cash gain to the extent it represents the reversal of an accrual or
reserve for a potential cash item that reduced Consolidated EBITDA in any prior period); 
 in each case of clauses (a) and (b),
determined on a consolidated basis in accordance with GAAP; provided, further, that Consolidated EBITDA for any period shall be calculated so as to exclude (without duplication of any adjustment referred to above) the effect of: 

(A) the cumulative effect of any changes in GAAP or accounting principles applied by management; 

(B) any gain or loss for such period that represents after-tax gains or losses attributable to any sale, transfer or other
disposition or abandonment of assets by the Company or any of the Restricted Subsidiaries, other than dispositions or sales of inventory and other dispositions in the ordinary course of business; 

  
 -19- 













 (C) any income or loss for such period attributable to the early
extinguishment of Indebtedness or accounts payable; 
 (D) any non-cash gains or losses on foreign currency derivatives and
any foreign currency transaction non-cash gains or losses and any foreign currency exchange translation gains or losses that arise on consolidation of integrated operations; and 

(E) mark-to-market adjustments in the valuation of derivative obligations resulting from the application of Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities. 
 “Consolidated
Fixed Charge Coverage Ratio” shall mean, for any period, the ratio of (a) Consolidated EBITDA for such period minus the sum of (A) the aggregate amount of all Capital Expenditures made by the Company and its Restricted
Subsidiaries during such period (other than (x) Capital Expenditures to the extent financed with equity net cash proceeds, asset sale net cash proceeds, condemnation net cash proceeds, insurance net cash proceeds or Indebtedness but including
Capital Expenditures to the extent financed with proceeds of Loans and (y) the aggregate amount of Growth Capital Expenditures made with cash on the balance sheet by the Company and its Restricted Subsidiaries solely up to the lesser of (x) $250,000,000 in the aggregate and (y) the total amount of unrestricted cash on hand at the Company as of the Closing Date; provided
that (i) the Company provides the Administrative Agent promptly after the end of each fiscal quarter with a report of the Capital Expenditures made with such unrestricted cash from the balance sheet for such fiscal quarter and (ii) such
Growth Capital Expenditures shall only be excluded to the extent there are no outstanding Borrowings of Revolving Loans or FILO Loans at the time of calculation of the Consolidated Fixed Charge Coverage Ratio) plus (B) the amount of all
cash payments during such period made by Company and its Restricted Subsidiaries in respect of income taxes (net of cash income tax refunds during such period) (excluding such cash payments related to asset sales not in the ordinary course of
business) to (b) Consolidated Fixed Charges for such period. 
 “Consolidated Fixed Charges” shall mean, for
any period, the sum of (a) cash Consolidated Interest Expense of the Company and its Restricted Subsidiaries for such period plus (b) the scheduled principal payments made during such period on all Indebtedness for borrowed money
and Capital Leases of the Company and its Restricted Subsidiaries for such period plus (c) the aggregate amount of all regularly scheduled Restricted Payments paid in cash by the Company with respect to its Equity Interests during such
period; plus (d) (i) actual cash pension funding payments made by the Company and its Restricted Subsidiaries with respect to pension funding obligations for such period, minus (ii) the profit and loss statement charge
(or benefit) with respect to such pension funding obligations for such period; provided that in no event shall actual voluntary cash pension funding payments made by the Company and its Restricted Subsidiaries with respect to pension funding
obligations for such period be included. 
 “Consolidated Interest Expense” shall mean, for any period, the interest
expense (other than for the purposes of Consolidated Fixed Charges, net of interest income on Cash Equivalents) of the Company and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP. For purposes
of the foregoing, interest expense shall be determined after giving effect to any net payments made or received by the Company and its Restricted Subsidiaries with respect to Hedging Agreements, but excluding any gain or loss recognized under GAAP
that results from the mark-to-market valuation of any Hedging Agreement. 

  
 -20- 













 “Consolidated Net Income” shall mean, for any period, the net income (or
loss) of the Company and its Restricted Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP; provided that there shall be excluded from such calculation (a) the
income (or loss) of any Restricted Subsidiary of the Company that is not wholly owned by the Company to the extent such income (or loss) is attributable to the noncontrolling interest in such Restricted Subsidiary, and (b) the income (or loss)
of any Person accrued prior to the date it becomes (or, for pro forma purposes, is deemed to have become) a Restricted Subsidiary of the Company or is merged into or consolidated with the Company or any of its Restricted Subsidiaries or the date
that Person’s assets are acquired by the Company or any of its Restricted Subsidiaries. 
 “Consolidated Total Assets”
shall mean, as of any date of determination, the amount that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a consolidated balance sheet of the Company and its Restricted
Subsidiaries as of the most recent fiscal quarter end for which financial statements have been delivered. 
 “Consolidated Total
Debt” shall mean, at any time, the Indebtedness of the Company or any of its Restricted Subsidiaries included on the consolidated balance sheet of the Company and its Restricted Subsidiaries as of the most recent fiscal quarter end for
which financial statements have been delivered. 
 “Contingent Obligation” shall mean, as to any Person, any obligation of
such Person as a result of such Person being a general partner of any other Person, unless the underlying obligation is expressly made non-recourse as to such general partner, and any obligation of such Person guaranteeing or intended to guarantee
any Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any such obligation of such Person, whether or not
contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (x) for the purchase or payment of any such primary obligation or (y) to
maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of
any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided,
however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the
stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to
perform thereunder) as determined by such Person in good faith. 
 “Core Canadian Concentration Account” shall have the
meaning provided in Section 9.17(c)(iii). 
 “Core Concentration Accounts” shall mean, collectively, the Core
U.S. Concentration Accounts and the Core Canadian Concentration Accounts. 
 “Core U.S. Concentration Account” shall have
the meaning provided in Section 9.17(c)(iii). 
 “Credit Documents” shall mean this Agreement and, after the
execution and delivery thereof pursuant to the terms of this Agreement, each Note, each Security Document, any intercreditor agreement contemplated by this Agreement, any collateral cooperation agreement contemplated by Section 10.01(vi)
and each Incremental Revolving Commitment Agreement. 
 “Credit Event” shall mean the making of any Loan. 

  
 -21- 













 “Credit Extension” shall mean, as the context may require, (i) a
Credit Event or (ii) an LC Credit Extension; provided that “Credit Extensions” shall not include conversions and continuations of outstanding Loans. 

“Credit Parties” shall mean the U.S. Credit Parties, the Canadian Credit Parties and the English Credit Parties. 

“Credit Party Guaranty” shall mean the guaranty of each Credit Party pursuant to Section 14. 

“Daily
Simple SOFR” with respect to any applicable determination date means the secured overnight financing rate (“SOFR”) published on such date by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor
administrator) on the Federal Reserve Bank of New York’s website (or any successor source).  

“Debt Rating” for any Person, shall mean the public rating by S&P of such Person’s long term non-credit enhanced,
senior unsecured debt, or the corporate family rating assigned to such Person by Moody’s. 
 “Debtor Relief Laws”
shall mean the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, statutory proceedings for the restructuring of debts (akkoordprocedure), or similar debtor relief laws of the United States, Canada or other applicable jurisdictions from time to time in effect, including any proceeding under corporate law or other law of any jurisdiction whereby a
corporation seeks a stay or a compromise of the claims of its creditors against it and each of the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) and the Winding-Up and Restructuring
Act (Canada). 
 “Default” shall mean any event, act or condition which with notice or lapse of time, or both,
would constitute an Event of Default. 
 “Default Rate” shall have the meaning assigned to such term in
Section 2.06(f). 
 “Defaulting Lender” shall mean, any Lender that (a) has failed to (i) fund all or
any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Company in writing that such failure is the result of such Lender’s
reasonable determination in good faith 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 the Administrative Agent, any Issuing Bank, any 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
Business Days of the date when due, (b) has notified the Company or the Administrative Agent 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 Loan hereunder and states that such position is based on such Lender’s reasonable determination in good faith 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 or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent
or the Company, to confirm in writing to the Administrative Agent and the Company 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 the Administrative Agent and the Company), or (d) has, or has a direct or indirect parent company that has, other than via an Undisclosed 

  
 -22- 













 
Administration, (i) become the subject of (A) a proceeding under any Debtor Relief Law or (B) a Bail-In Action, or (ii) had appointed for it a receiver, 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 Federal Deposit Insurance Corporation or any other state or federal
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 the Administrative Agent that a Lender is a Defaulting Lender under any one or
more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender as of the date established therefor by the
Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Company and each other Lender promptly following such determination. 

“Deposit Account” shall have the meaning assigned thereto in Article 9 of the UCC. 

“Deposit Account Control Agreement” shall mean a Deposit Account control agreement to be executed by each institution
maintaining a Deposit Account (other than an Excluded Account) for a Borrower or any other Credit Party, in each case as required by and in accordance with the terms of Section 9.17 and in form and substance reasonably satisfactory to
the Collateral Agent or, in the case of any Deposit Account which is the subject of security created under any U.K. Security Document, a notice sent pursuant to the terms of the relevant U.K. Security Document by the Credit Party in whose name such
account is held to the depositary bank, the securities intermediary, future intermediary or commodity intermediary, as the case may be, with which such account is maintained and duly acknowledged by the addressee of such notice. 

“Designated Non-Cash Consideration” shall mean the fair market value of non-cash consideration received by the Company or one
of the Restricted Subsidiaries in connection with a sale of assets that is so designated as Designated Non-Cash Consideration pursuant to an officers’ certificate, setting forth the basis of such valuation, less the amount of cash and Cash
Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration. 
 “Dilution Factors”
shall mean, without duplication, with respect to any period, the aggregate amount of all bad debt write-downs, discounts, credits, returns, rebates, and other dilutive items. 

“Dilution Ratio” shall mean, at any date, as to the Accounts owned by any Person, the amount (expressed as a percentage) that
is the result of dividing the Dollar aggregate amount (for this purpose, using the Dollar Equivalent of amounts not denominated in Dollars) of (a) the applicable Dilution Factors for the twelve most recently ended fiscal months with respect to
such Person’s Accounts, by (b) such Person’s total gross sales with respect to their Accounts for the twelve most recently ended fiscal months. 

“Dilution Reserve” shall mean, in the case of the Canadian Borrowing Base, the Canadian Dilution Reserve, and in the case of
the U.S. Borrowing Base, the U.S. Dilution Reserve. 
 “Disqualified Equity Interests” shall mean that portion of any
Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable (other than redeemable only for Equity
Interests of such Person that are not Disqualified Equity Interests), pursuant to a sinking fund obligation 

  
 -23- 













 
or otherwise, or is redeemable at the option of the holder thereof, on or prior to the date that is six months after the Maturity Date; provided, however, that any Equity Interest
that would not constitute a Disqualified Equity Interest but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Equity Interest upon the occurrence of a “change of control” shall not
constitute a Disqualified Equity Interest if: 
 (1) the “change of control” provisions applicable to such Equity
Interest are not more favorable to the holders of such Equity Interest than the terms applicable to the Loans; and 
 (2) any
such requirement only becomes operative after compliance with such terms applicable to the Loans. 
 “Division” means the
division of the assets, liabilities or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing
Person and pursuant to which the Dividing Person may or may not survive. 
 “Dodd-Frank and Basel III” shall have the
meaning set forth in Section 3.01(d). 
 “Dollar Equivalent” shall mean, at any time, (a) with respect to
any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in Canadian Dollars, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the applicable Issuing Bank, as the case
may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with Canadian Dollars. 

“Dollars” and the sign “$” shall each mean freely transferable lawful money (expressed in dollars) of the
United States. 
 “Domestic Subsidiary” shall mean any Subsidiary organized under the laws of the United States, any state
thereof or the District of Columbia. 
 “Dominion Account” shall have the meaning given to such term in
Section 9.17(c). 

“Early
Opt-in Effective Date” means, with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by
5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required
Lenders. 
 “Early Opt-in Election” means the occurrence of: 

(1) a
determination by the Administrative Agent, or a notification by the Company to the Administrative Agent that the Company has made a determination, that U.S. dollar-denominated syndicated credit facilities currently being executed, or that include
language similar to that contained in Section 3.06(c), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, and  

(2) the joint
election by the Administrative Agent and the Company to replace LIBOR with a Benchmark Replacement and the provision by the Administrative Agent of written notice of such election to the Lenders. 


  
 -24- 













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

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

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

“Effective Yield” shall mean, as to any Revolving Loans, the effective yield on such Revolving Loans as determined by the
Administrative Agent, taking into account the applicable interest rate margins, any interest rate floors or similar devices and all fees, including upfront or similar fees or original issue discount (amortized over the shorter of (x) the
Weighted Average Life to Maturity of such Loans and (y) the four years following the date of incurrence thereof) payable generally to Lenders making such Loans, but excluding any arrangement, underwriting, structuring or other fees payable in
connection therewith that are not generally shared with the relevant Lenders and customary consent fees paid generally to consenting Lenders. 

“Electronic
 Copy” shall have the meaning assigned that term in Section 13.09(a). 
 “Electronic Record” shall have the meaning assigned that term in Section 13.09(a). 

“Electronic
 Signature” shall have the meaning assigned that term in Section 13.09(a). 

“Eligible Account” shall mean, at any time, an Account created by a U.S. Credit Party, Canadian Credit Party or English
Credit Party in the ordinary course of its business, that arises out of its sale of goods (other than promotional products not held for sale) or rendition of services: 

(a) which is subject to a first priority perfected Lien (or, in the case of the Eligible English Accounts, the English Security
Agreement) in favor of the Collateral Agent for the benefit of the Secured Creditors pursuant to the relevant Security Documents; 

(b) which is not subject to any Lien other than (i) a Lien in favor of the Collateral Agent for the benefit of the Secured
Creditors pursuant to the relevant Security Documents, (ii) a Lien (if any) permitted by Section 10.01 which is junior in priority to the Lien in favor of the Collateral Agent for the benefit of the Secured Creditors pursuant to the
relevant Security Documents, and (iii) an unregistered Lien in respect of Canadian Priority Payables that are not yet due and payable; 

(c) which (i) arises from the sale of goods or performance of services in the ordinary course of business, (ii) is
evidenced by an invoice or other documentation reasonably satisfactory to the Collateral Agent which has been sent to the Account Debtor (which may include electronic transmission) and (iii) does not represent a progress billing, a sale on a
bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis; 

  
 -25- 













 (d) the Account Debtor of which is (i) except with respect to Eligible Non-approved Country Accounts,
an Eligible Account Debtor, and is(ii) not an Affiliate of any Credit Party; provided, for the avoidance of doubt, Tradepak Internacional S.A. de C.V. does not constitute an Affiliate of the Credit Parties as of the Closing Date, and shall not
constitute an Affiliate unless any additional equity interests of such entity are acquired by a Credit Party); 
 (e)
except with respect to Qualified Power Accounts, that is not owing from an Account Debtor that is an agency, department or instrumentality of the United States, any state thereof, of the federal government of Canada, or any province, territory or
subdivision thereof or that is an agency, department or instrumentality of any country other than the United States or Canada or any state, territory, province or other political subdivision of a country other than the United States or Canada unless
the applicable U.S. Credit Party or Canadian Credit Party shall have satisfied the requirements of the Assignment of Claims Act of 1940 in the case of Accounts owing from any agency, department or instrumentality of the United States, the Financial
Administration Act (Canada) in the case of Accounts owing from an agency, department or instrumentality of the federal government of Canada or any province, territory or subdivision thereof, and any similar state, federal or provincial legislation
or any similar foreign legislation and the Administrative Agent is satisfied as to the absence of setoffs, counterclaims and other defenses on the part of such Account Debtor; 

(f) that is not subject to any late payment for longer than 90 days (or 60 in the case of an International Account) from the
original due date for such payment; 
 (g) that is not the obligation of an Account Debtor (other than an individual) of
which 50% or more of the dollar amount of all Accounts owing by such Account Debtor are ineligible under the criteria set forth in clause (f) above; 

(h) which has been billed and, according to the Contract related thereto, is required to be paid in full within 90 days;
provided that such period may be extended to (1) solely in the case of Accounts that are not International Accounts, 120 days of the original billing date therefor, if so agreed by the Collateral Agent in its Permitted Discretion, or
(2) if such Account is an International Account, 180 days of the original billing date (such Accounts in clauses (1) and (2) collectively, “Long Dated Accounts”), so long as such Long Dated Accounts are covered by the
Insurance Policy and the “maximum payment terms” with respect to such Long Dated Account set forth in the Insurance Policy specifically permits such payment terms; provided, further, that (A) Long Dated Accounts that are
Eligible Canadian/English Accounts shall not account for more than 25% of the aggregate Outstanding Balance of all Eligible Canadian/English Accounts and (B) Long Dated Accounts that are Eligible U.S. Accounts shall not account for more than
25% of the aggregate Outstanding Balance of all Eligible U.S. Accounts; 
 (i) which is not subject to any deduction, offset,
counterclaim, defense or dispute (other than (i) sales discounts given in the ordinary course of the applicable Credit Party’s business and reflected in the amount of such Account as set forth in the invoice or other supporting material
therefor or (ii) an offset or counterclaim of a nature specifically addressed in the determination of the applicable Borrowing Base); provided, however, that if an Account satisfies all of the requirements of an Eligible Account
other than this clause (i), such Account shall be an Eligible Account, but only to the extent the amount of such Account exceeds such deduction, offset, counterclaim, defense or dispute or other conditions; 

  
 -26- 













 (j) which is denominated and payable only in Dollars, Canadian Dollars,
Euros or Pounds Sterling; 
 (k) which represents a bona fide, legal, valid and binding obligation of the Account Debtor of
such Account to pay the stated amount, as to which the applicable Credit Party has satisfied and fully performed all obligations with respect to such Account required to be fulfilled by it as a condition to payment thereon by the applicable Account
Debtor; 
 (l) which, together with the contract related thereto, does not contravene in any material respect any laws, rules
or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to usury, consumer protection, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection
practices and privacy) in a manner that would affect the enforceability of such Account and with respect to which none of the Credit Parties or the Account Debtor is in violation of any such law, rule or regulation in any material respect in a
manner that would affect the enforceability of such Account; 
 (m) which arises under a contract which does not contain a
legally enforceable provision requiring the Account Debtor thereunder to consent to the creation of a lien thereon (unless a written consent of such Account Debtor has been obtained) or that otherwise restricts in a legally enforceable manner the
ability of the Administrative Agent, Collateral Agent or Lenders to exercise their rights under the Credit Documents, including, without limitation, their right to review the related invoice or the payment terms of such contract; 

(n) in the case of an Account originated by a Canadian Credit Party, the Account Debtor of which has a billing address in
Canada, (i) which was not issued for an amount in excess of the fair market value of the merchandise, insurance or services provided by the Canadian Credit Party to which the Account relates and (ii) as to which no Contract or any other
books, records or other information relating to such Account contain any “personal information” as defined in, or any other information regulated under, (x) the Personal Information Protection and Electronic Documents Act
(Canada) or (y) any other similar statutes of Canada or any province or territory thereof in force from time to time which restrict, control, regulate or otherwise govern the collection, holding, use or communication of information; 

(o) which, when aggregated with all other Accounts of the same Account Debtor, is not in excess of such Account Debtor’s
Concentration Limit (but the portion of the Accounts not in excess of such Concentration Limit shall not be deemed ineligible due to this clause (o)); 

(p) in the case of an Account of an Account Debtor with a billing address in any Approved Country other than Canada, the United
States, the U.K., the Netherlands or Northern Ireland (other than an Eligible Insured and Letter of Credit Backed Account, which shall not be deemed ineligible due to this clause (p) or count towards the sublimit for Eligible Accounts contained
in this clause (p)), the aggregate amount of such Account, together with (1) the amount of all other Accounts of Account Debtors with a billing address in any Approved Country other than Canada, the United States, the U.K., the Netherlands or Northern Ireland (other than an Eligible
Insured and Letter of Credit Backed Account, which shall not be deemed ineligible due to this clause (p) or count towards the sublimit for Eligible Accounts contained in this clause (p)), and (2) all Eligible Non-approved Country Accounts included in the Borrowing Base at such time, is not in excess of
7.510
% of the Revolving Commitments at such time (but the portion of the Accounts not in excess of such limit shall not be deemed ineligible due to this clause (p)); 

  
 -27- 













 (q) in relation to which, if the security interest in such Account has been
granted pursuant to the U.K. Security Documents, the English Credit Parties have informed the relevant Account Debtor in writing that it has assigned by way of security to the Collateral Agent certain rights in respect of its assets, including those
represented by the Eligible Accounts, and has requested such Account Debtor to acknowledge receipt of such notice; 
 (r)
which Accounts are not subject to, or included or expected to be included, as part of an accounts receivable factoring program or supply chain financing program, other than Qualified Factored Accounts; 

(s) (i) the Account Debtor obligated upon such Account has not suspended business or made a general assignment for the
benefit of creditors or has failed to pay its debts generally as they come due and (ii) no petition is filed by or against the Account Debtor obligated upon such Account under any Debtor Relief Law; provided, however, that if an
Approved DIP Account satisfies all of the requirements of an Eligible Account other than this clause (s), such Account shall be an Eligible Account; 

(t) in the case of an Account originated by an English Credit Party, the Account Debtor of which has a place of establishment
in the U.K. as to which no Contract or any other books, records or other information relating to such Account contain any “personal data” as defined in, or any other information regulated under (x) the Data Protection Act 1998 or
(y) any other similar statutes of the U.K. in force from time to time which restrict, control, regulate or otherwise govern the collection, holding, use or communication of information, unless the Account Debtor has consented to the disclosure
of such data for the purpose of the English Credit Party obtaining finance in relation to the relevant Account; and 
 (u)
which is not otherwise unacceptable to the Collateral Agent in its Permitted Discretion. 
 Accounts acquired by a Borrower, Canadian Credit
Party or English Credit Party after the Closing Date (other than from another Borrower, Canadian Credit Party or English Credit Party) that have a fair market value of
$30,000,000 or more, taken together with Eligible Inventory included in the Borrowing Base pursuant to
clause (t) of the definition thereof, constitute more than 20% of the Borrowing Base in the aggregate, shall not be deemed Eligible Accounts until the completion of an appraisal and field
examination of such Accounts, in each case, reasonably satisfactory to the Collateral Agent. 
 “Eligible Account
Debtor” shall mean an Account Debtor which: 
 (i) has a billing address in an Approved Country (it being understood
that clause (i)(y) of proviso to the definition thereof shall not apply under this clause (i) to any Account which otherwise constitutes an Eligible Insured and Letter of Credit Backed Account); 

(ii) is not a Person with respect to which the United States, Canada or any other Approved Country shall have imposed
sanctions; 
 (iii) is not in violation of any Anti-Terrorism Laws or AML Legislation; 

  
 -28- 













 (iv) is not a Person (A) that is listed in the annex to, or otherwise
subject to the provisions of, the Executive Order, (B) that is owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order, (C) with
which a Lender or a Credit Party is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law or AML Legislation, (D) that commits, threatens or conspires to commit or supports “terrorism” as defined
in the Executive Order, or (E) that is named as a “specifically designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website or any
replacement website or other replacement official publication of such list or any similar lists published in Canada or any country within the European Area; and 

(v) is not a Person (A) whose property or interest in property is otherwise blocked or subject to blocking pursuant to
Section 1 of the Executive Order or any other Anti-Terrorism Law, or (B) that engages in any dealings or transactions prohibited by Section 2 of the Executive Order or any other Anti-Terrorism Law or AML Legislation, or is otherwise
associated with any such Person in any manner violative of such Section 2 or any other Anti-Terrorism Law or AML Legislation. 

“Eligible Assignee” shall mean a Person that is (a) a Lender, Affiliate of a Lender or Approved Fund; (b) an
assignee approved by the Company (which approval shall not be unreasonably withheld or delayed, and shall be deemed given if no objection is made within ten days after notice of the proposed assignment), the Administrative Agent, the applicable
Swingline Lender and the applicable Issuing Bank; or (c) during an Event of Default under Section 11.01 or 11.05, any Person acceptable to the Administrative Agent, the applicable Swingline Lender and the applicable Issuing
Bank in their discretion; provided that no Person who is not dealing at arm’s length for the purposes of the Income Tax Act (Canada) with a Canadian Credit Party or is a “specified shareholder” as such term is defined in
subsection 18(5) of the Income Tax Act (Canada) or does not deal at arm’s length with such a “specified shareholder” (as defined in the Income Tax Act (Canada)) shall be an Eligible Assignee. 

“Eligible Canadian Accounts” shall mean the Eligible Accounts owned by the Canadian Credit Parties. 

“Eligible Canadian/English Accounts” shall mean Eligible Canadian Accounts and Eligible English Accounts. 

“Eligible Canadian Inventory” shall mean the Eligible Inventory owned by the Canadian Credit Parties. 

“Eligible Canadian/English Inventory” shall mean Eligible Canadian Inventory and Eligible English Inventory. 

“Eligible English Accounts” shall mean the Eligible Accounts owned by the English Credit Parties. 

“Eligible English Inventory” shall mean the Eligible Inventory owned by the English Credit Parties. 

“Eligible Insured and Letter of Credit Backed Account” shall mean an Account created by a Credit Party in the ordinary course
of its business which is either (i) fully insured (to the extent provided for therein) by the Insurance Policy or (ii) secured by a letter of credit acceptable to the Collateral Agent which, upon the request of the Collateral Agent during
a Cash Dominion Period, has been assigned to the Collateral Agent in a manner satisfactory to the Collateral Agent, and otherwise qualified as an “Eligible Account” hereunder (excluding the effect of clause (p) of the definition
thereof). 

  
 -29- 













 “Eligible Inventory” shall mean, at any time, the Inventory of the Credit
Parties, but excluding any Inventory: 
 (a) which is not subject to a first priority perfected Lien (or, in the case of the
Eligible English Inventory, the English Security Agreement) in favor of the Collateral Agent for the benefit of the Secured Creditors pursuant to the relevant Security Documents; 

(b) which is subject to any Lien other than (i) a Lien in favor of the Collateral Agent for the benefit of the Secured
Creditors pursuant to the relevant Security Documents, (ii) a Lien (if any) permitted by Section 10.01 which is junior in priority to the Lien in favor of the Collateral Agent for the benefit of the Secured Creditors pursuant to the
relevant Security Documents (unless as to any particular Lien, the Collateral Agent has established a Reserve in lieu of obtaining an agreement subordinating such Lien of the Collateral Agent), and (iii) an unregistered Lien in respect of
Canadian Priority Payables that are not yet due and payable; 
 (c) which is determined, based on the applicable Credit
Parties’ historical practices and procedures, in each case, which are reasonably acceptable to the Collateral Agent, slow moving, obsolete, unmerchantable, defective, used, unfit for sale, or unacceptable due to age, type, category or quantity;

 (d) with respect to which any covenant, representation, or warranty contained in this Agreement or the Security Documents
has been breached or is not true in any material respect and which does not conform in any material respect to all applicable standards imposed by any Governmental Authority, including the Fair Labor Standards Act of 1938, that would affect the
ability of the applicable Credit Parties to sell such Inventory; 
 (e) in which any Person other than such Credit Party or
any other applicable Credit Party shall (i) have any direct or indirect ownership, interest or title (including any retention of title right) to such Inventory, other than in respect of the interest of any carrier of Inventory in transit or
(ii) be indicated on any purchase order or invoice with respect to such Inventory as having or purporting to have an interest therein; 

(f) which is not located in the United States, Canada, the U.K., the Netherlands, Northern Ireland or, following the execution
of collateral and perfection documentation satisfactory to the Collateral Agent, such other jurisdiction as may be acceptable to the Collateral Agent in its Permitted Discretion, or is in transit (other than between locations in the United States,
Canada, the U.K., Northern Ireland, the Netherlands or such other jurisdiction as may be acceptable to the Collateral Agent in its Permitted Discretion, controlled by the applicable Credit Parties, to the extent included in current perpetual
inventory reports of any such Credit Party); 
 (g) which (i) is located in any location leased by an applicable Credit
Party unless (A) the lessor has delivered to the Collateral Agent a Collateral Access Agreement or (B) a Rent Reserve with respect to such facility has been established by the Collateral Agent in its Permitted Discretion; (ii) is
located at an owned location subject to a mortgage or other security interest in favor of a creditor other than the Collateral Agent or, to the extent permitted by Section 10.01(vi), the holders of Specified Secured Indebtedness (or the
representative thereof) or is located in any third party warehouse or other storage facility or is in the possession of a bailee unless (A) such mortgagee, warehouseman or bailee has delivered to the Collateral Agent a Collateral Access
Agreement and such other documentation as the Collateral Agent may require in its Permitted Discretion or (B) a Rent Reserve or other Reserve has been established by the Collateral Agent in its Permitted Discretion; or (iii) is located in
any location where the aggregate Eligible Inventory is less than $100,000; 

  
 -30- 













 (h) which is being processed offsite at a third party location or outside
processor, or is in-transit to said third party location or outside processor, unless (i) solely in the case of Inventory at a third party location or outside processor, the owner of such third party location or outside processor has delivered
to the Collateral Agent a Collateral Access Agreement or (ii) an appropriate Reserve has been established with respect to such Inventory; 

(i) which is a discontinued product; 

(j) which is the subject of a consignment; 

(k) which contains or bears any intellectual property rights licensed to such Credit Party unless the Collateral Agent is
satisfied that it may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of
royalties other than royalties incurred pursuant to sale of such Inventory under the current licensing agreement; 
 (l)
which is not reflected in a current inventory report of such Credit Party (unless such Inventory is reflected in a report to the Collateral Agent as “in transit” Inventory); 

(m) for which reclamation or revendication rights have been asserted by the seller; 

(n) which consists of goods that are not in salable condition; 

(o) which is Commingled Inventory; 

(p) which is not covered by casualty insurance as and to the extent required by the terms of this Agreement; 

(q) which consists of Hazardous Materials or goods (other than fuels) that can be transported or sold only with licenses that
are not readily available; 
 (r) in which any portion of the cost of such Inventory is attributable to intercompany profit
between any such Credit Party and any of its Affiliates (but only to the extent of such portion); 
 (s) which could be
subject to repossession pursuant to Section 81.1 or Section 81.2 of the Bankruptcy and Insolvency Act (Canada) or similar provisions of applicable law except to the extent the applicable vendor has entered into an agreement with the
Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, waiving its right to repossession; 

(t) which was acquired after the Closing Date (other than from another U.S. Credit Party, Canadian Credit Party or English
Credit Party) and that has a fair market value of $10,000,000 or more in the aggregate, taken together with Eligible Accounts included in the Borrowing Base prior to the completion of an appraisal and field
examination of such Accounts, constitutes more than 20% of the Borrowing Base, until the completion of an appraisal and field examination of such Inventory, in each case, reasonably satisfactory
to the Collateral Agent; 

  
 -31- 













 (u) which in the case of Inventory owned by the English Credit Parties has
been sold or constructively delivered to Account Debtors; or 
 (v) which is otherwise unacceptable to the Collateral Agent
in its Permitted Discretion. 
 “Eligible Investment Grade Account” shall mean an Eligible Account with an Account Debtor
that has an Investment Grade Rating as of the relevant date of calculation of the Borrowing Base. 
 “Eligible Non-approved Country Accounts” shall mean Accounts (i) with Account Debtors that (a) would
qualify as Eligible Account Debtors but for the application of clause (i) of the definition thereof, and (b) that have Investment Grade Ratings as of the relevant date of calculation of the Borrowing Base, which (ii) in the aggregate
total no more than 2% of the Revolving Commitments at the relevant time of calculation. 

“Eligible U.S. Accounts” shall mean the Eligible Accounts owned by the U.S. Credit Parties. 

“Eligible U.S. Inventory” shall mean the Eligible Inventory owned by the U.S. Credit Parties. 

“English Credit Parties” shall mean the English Guarantors and an English Subsidiary which becomes a Canadian Borrower
pursuant to Section 2.22(a). 
 “English Collection Account” shall mean each account established at an English
bank subject to a Deposit Account Control Agreement into which funds shall be transferred as provided in Section 9.17(c)(iii). 

“English Collection Bank” shall mean any bank that maintains an English Collection Account. 

“English Dominion Account” shall have the meaning set forth in Section 9.17. 

“English Guarantor” shall mean each Wholly-Owned English Subsidiary established, created or acquired after the Closing Date
which becomes a party to this Agreement in accordance with the requirements of this Agreement pursuant to Section 9.12 or otherwise. 

“English Priority Payables” shall mean, at any time, with respect to the Canadian Borrowing Base, the amount estimated on or
prior to the date as of which the Canadian Borrowing Base is to be determined (i) as payable in the administration of any English Credit Party to preferential creditors as specified in Schedule 6 to the Insolvency Act 1986 as having
preferential debts and any other person which in the Collateral Agent’s opinion may be entitled to receive payment out of floating charge realisations in priority to or equally with the Lenders and includes, without limitation, all amounts
falling within the “prescribed part” for the purposes of Section 176A of the Insolvency Act 1986 and the Insolvency Act (Prescribed Part) Order 2003 or (ii) in respect of which any Person may claim a security interest,
hypothecation, prior claim, trust or other claim or Lien ranking or capable of ranking in priority to or pari passu with one or more of the Liens granted pursuant to the Security Documents (a “Priority Lien”). 

“English Priority Payables Reserve” shall mean, on any date of determination for the Canadian Borrowing Base, a reserve
established from time to time by the Collateral Agent in its Permitted Discretion in such amount as the Collateral Agent may reasonably determine in respect of English Priority Payables of the English Credit Parties. 

  
 -32- 













 “English Security Agreement” shall mean the English law security agreement
over all assets of the English Credit Parties, including, without limitation, the shares of the English Credit Parties, the Eligible English Accounts, the English Dominion Account, the English Collection Account and the Eligible English Inventory to
be entered into among the Credit Parties party thereto and the Collateral Agent, for the benefit of the Secured Creditors. 

“English Subsidiary” of any Person shall mean any Subsidiary of such Person incorporated or organized under the laws of
England and Wales. 
 “Environment” shall mean ambient air, indoor air, surface water, groundwater, drinking water, land
surface and sub-surface strata, sediments and natural resources such as wetlands, flora and fauna. 
 “Environmental
Claims” shall mean any and all administrative, regulatory or judicial actions, suits, demands, demand letters, directives, claims, liens and/or notices of noncompliance or violation, relating to any Environmental Law or, any permit issued,
or any approval given, under any such Environmental Law, including, without limitation, (a) by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable
Environmental Law and (b) by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief arising out of or relating to an alleged injury or threat of injury to human health or the Environment
due to any Release or threat of Release of any Hazardous Materials not in compliance with Environmental Law. 
 “Environmental
Law” shall mean any applicable federal, state, provincial, foreign, municipal, local or foreign statute, law, rule, regulation, ordinance, code, binding guideline and rule of common law, now or hereafter in effect and in each case as
amended, and any applicable published judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment relating to pollution or protection of the Environment, occupational safety or health
or Hazardous Materials, including, without limitation, CERCLA; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act (commonly known as the Clean Water Act), 33 U.S.C.
§ 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 3803 et seq.; the
Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C. § 11001 et seq.; the Hazardous Material Transportation Act, 49 U.S.C.
§ 1801 et seq.; and any federal, state, provincial, municipal, local or foreign counterparts or equivalents, in each case as amended from time to time. 

“Equity Interests” of any Person shall mean any and all shares, interests, rights to purchase, warrants, options,
participations or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, any limited or general partnership interest and any limited liability company or unlimited liability company membership
interest. 
 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and,
unless the context indicates otherwise, the regulations promulgated and rulings issued thereunder. Section references to ERISA are to ERISA as in effect at the date of this Agreement and any successor Section thereof. 

“ERISA Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) which together with any Credit Party
would be deemed to be a “single employer” within the meaning of Section 414(b) or (c) of the Code and, solely with respect to Section 412 of the Code, within the meaning of Sections 414(b), (c), (m) or (o) of the
Code. 

  
 -33- 













 “ERISA Event” shall mean (a) any “reportable event,” as
defined in Section 4043 of ERISA or the regulations issued thereunder, but excluding any event for which the 30-day notice period is waived with respect to a Plan, (b) any failure to make a required contribution to any Plan or
Multiemployer Plan that would result in the imposition of a Lien or other encumbrance or the failure to satisfy the minimum funding standards set forth in Sections 412 or 430 of the Code or Section 302 or 303 of ERISA, or the arising of such a
Lien or encumbrance, with respect to a Plan, (c) the incurrence by the Company, a Restricted Subsidiary, or an ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan or the withdrawal or partial
withdrawal (including under Section 4062(e) of ERISA) of any of the Company, a Restricted Subsidiary, or an ERISA Affiliate from any Plan or Multiemployer Plan, (d) the filing of a notice of intent to terminate, the treatment of a Plan
amendment as a termination under Section 4041 of ERISA, or the receipt by the Company, a Restricted Subsidiary, or an ERISA Affiliate from the PBGC or a plan administrator of any notice of intent to terminate any Plan or Multiemployer Plan or
to appoint a trustee to administer any Plan, (e) the adoption of any amendment to a Plan that would require the provision of security pursuant to the Code, ERISA or other applicable law, (f) the receipt by the Company, a Restricted
Subsidiary, or an ERISA Affiliate of any notice concerning statutory liability arising from the withdrawal or partial withdrawal of the Company, a Restricted Subsidiary, or an ERISA Affiliate from a Multiemployer Plan or a determination that a
Multiemployer Plan is insolvent or in reorganization, within the meaning of Title IV of ERISA, (g) the occurrence of any non-exempt “prohibited transaction” (within the meaning of Section 406 of ERISA or Section 4975 of the
Code) with respect to which the Company or any Restricted Subsidiary is a “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to which the Company or any Restricted Subsidiary could reasonably be
expected to have liability, (h) the occurrence of any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of any Plan or the appointment of a trustee to administer any Plan, (i) the filing of
any request for or receipt of a minimum funding waiver under Section 412(c) of the Code with respect to any Plan or Multiemployer Plan, (j) a determination that any Plan is in “at-risk” status (as defined in
Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code), (k) the receipt by the Company, a Restricted Subsidiary or any ERISA Affiliate of any notice that a Multiemployer Plan is, or is expected to be, in endangered or critical
status under Section 305 of ERISA or (l) any other extraordinary event or condition with respect to a Plan or Multiemployer Plan which could reasonably be expected to result in a Lien or any acceleration of any statutory requirement to
fund all or a substantial portion of the unfunded accrued benefit liabilities of such plan. 
 “Escrow Indebtedness Escrow
Account” shall mean an escrow account subject to a customary escrow agreement holding the proceeds of Indebtedness permitted hereunder and providing for the release of such proceeds upon the occurrence of a specified contingency. 

“ESG”
 shall have the meaning set forth in Section 2.23(a). 
 “ESG Amendment” shall have the meaning set forth in Section 2.23(a). 

“ESG
Pricing Provisions” shall have the meaning set forth in Section 2.23(a).  

“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or
any successor person), as in effect from time to time. 
 “Event of Default” shall have the meaning provided in
Section 11. 

  
 -34- 













 “Excluded Account” shall mean a Deposit Account, securities account or
commodities account (i) which is used for the sole purpose of making payroll and withholding tax payments related thereto and other employee wage and benefit payments and accrued and unpaid employee compensation (including salaries, wages,
benefits and expense reimbursements), (ii) which is used for the sole purpose of paying or remitting taxes, including sales taxes, (iii) which is used solely as an escrow account or as a fiduciary or trust account, including, but not
limited to, any Escrow Indebtedness Escrow Account, (iv) which is a zero balance Deposit Account, (v) which is a Specified Secured Indebtedness Collateral Account, (vi) all of the funds on deposit of which are subject to a Permitted
Lien specified in Section 10.01(xii), (xxiii), (xxxiv), (xxxv) or (xxxvi), (vii) which is held by a Subsidiary that is not a Credit Party, or (viii) Deposit Accounts, securities accounts and commodities
accounts, the aggregate average daily balance in which (in each case determined for the most recently completed calendar month) does not at any time exceed (x) $50,000,000 in the aggregate for all such accounts if Availability is greater than
$150,000,000 or (y) $20,000,000 in the aggregate for all such accounts if Availability is less than or equal to $150,000,000; provided, however, that, notwithstanding the above, an account shall not be an Excluded Account if such
account is a Core Concentration Account or a Collection Account. 
 “Excluded Collateral” shall, with respect to (i) a
U.S. Credit Party, have the meaning provided in the U.S. Security Agreement, (ii) a Canadian Credit Party, mean all assets specifically described in a Canadian Security Agreement as being excluded from the grant of security and (iii) an
English Credit Party, mean all assets specifically described in a U.K. Security Document as being excluded from the grant of security. 

“Excluded Swap Obligation” shall mean, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or
a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order
of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the
Commodity Exchange Act (determined after giving effect to Section 14.11 hereof and any other “keepwell, support or other agreement” for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap
Obligations by other Credit Parties) at the time the Guaranty of such Guarantor, or a grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement
governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes excluded in accordance with the first sentence of this
definition. 
 “Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender, or any other recipient of
any payment to be made by or on account of any obligation of any Credit Party under any Credit Document, (a) income Taxes imposed on (or measured by) its net income and franchise (and similar) Taxes imposed on it in lieu of income Taxes, either
pursuant to the laws of the jurisdiction in which such recipient is organized or in which the principal office or applicable lending office of such recipient is located (or any political subdivision thereof) or as a result of any other present or
former connection between it and the jurisdiction imposing such Tax (other than a connection arising from such Administrative Agent, Lender or other 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 Credit Document, or sold or assigned an interest in any Loan or Credit Document), (b) any branch profits Taxes under
Section 884(a) of the Code, or any similar Tax, imposed by any jurisdiction described in clause (a) above, (c) solely with respect to the U.S. Subfacility or the U.S. FILO Subfacility or any borrowing by any U.S. Borrower under the
Canadian Subfacility or the Canadian FILO Subfacility, in the case of a Lender (other than an assignee pursuant to a request by the Company under Section 3.04), any U.S. federal withholding Tax that is imposed on amounts payable to such
Lender pursuant to a law in effect at the time such Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Lender (or its assignor, 

  
 -35- 













 
if any) was entitled, immediately prior to the time of designation of a new lending office (or assignment), to receive additional amounts from a Credit Party with respect to such U.S. federal
withholding Tax pursuant to Section 5.01, (d) any withholding Tax that is attributable to such recipient’s failure to comply with Section 5.01(b) or Section 5.01(c) (in each case, subject to
Section 5.01(d)), (e) solely with respect to the U.S. Subfacility or the U.S. FILO Subfacility or any borrowing by any U.S. Borrower under the Canadian Subfacility or the Canadian FILO Subfacility, any withholding Taxes imposed
under FATCA, (f) U.S. federal backup withholding Taxes pursuant to Code Section 3406, (g) solely with respect to the Canadian Subfacility or the Canadian FILO Subfacility (excluding any borrowing by any U.S. Borrower under the
Canadian Subfacility or the Canadian FILO Subfacility), any Canadian Taxes as a result of such Lender not dealing at arm’s length (within the meaning of the ITA) with a Canadian Credit Party, and (h) solely with respect to the Canadian
Subfacility or the Canadian FILO Subfacility (excluding any borrowing by any U.S. Borrower under the Canadian Subfacility or the Canadian FILO Subfacility), any Canadian Taxes as a result of such Lender being a “specified shareholder”
(within the meaning of subsection 18(5) of the ITA) of a Canadian Credit Party or not dealing at arm’s length with such specified shareholder of a Canadian Credit Party. 

“Executive Order” shall mean Executive Order No. 13224 on Terrorist Financing effective September 24, 2001. 

“Existing Credit Agreement” shall mean the ABL Credit Agreement, dated as of December 9, 2010, among the Company,
certain subsidiaries of the Company party thereto, certain lenders party thereto and Citibank N.A., as the administrative agent (as amended, restated or otherwise modified from time to time prior to the Closing Date). 

“Existing Letters of Credit” shall mean those Letters of Credit set forth on Schedule 1.01B. 

“Existing Indebtedness” shall have the meaning provided in Section 10.04(vii). 

“Existing Revolving Loans” shall have the meaning assigned to such term in Section 2.19(a). 

“Extended Revolving Loans” shall have the meaning assigned to such term in Section 2.19(a). 

“Extended Revolving Loan Commitments” shall mean one or more commitments hereunder to convert Existing Revolving Loans to
Extended Revolving Loans of a given Extension Series pursuant to an Extension Amendment. 
 “Extending Lender” shall have
the meaning provided in Section 2.19(c). 
 “Extension Amendment” shall have the meaning provided in
Section 2.19(d). 
 “Extension Election” shall have the meaning provided in Section 2.19(c). 

“Extension Request” shall have the meaning provided in Section 2.19(a). 

“Extension Series” shall have the meaning provided in Section 2.19(a). 

“Fair Value” shall mean the amount at which the assets (both tangible and intangible), in their entirety, of the Company and
its Subsidiaries taken as a whole would change hands between an independent willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any
compulsion to act. 

  
 -36- 













 “Farm Credit Act” shall mean the Farm Credit Act of 1971. 

“Farm Credit Agreement” shall mean that certain Credit Agreement, dated as of September 7, 2016, by and among the
Company, certain of the Company’s subsidiaries party thereto from time to time as borrowers and guarantors, the lenders party thereto from time to time and American AgCredit PCA, as administrative agent, as modified, supplemented, amended,
restated (including any amendment and restatement hereof), refinanced, extended or renewed from time to time. 
 “Farm Credit Agreement Reserves” shall mean, on any date when the Farm Credit Agreement or any successor thereto is in effect and matures
on a date (the “Farm Credit Maturity Date”) prior to the Maturity Date, a Reserve, commencing on the date that is 60 days prior to such Farm Credit Maturity Date, in an amount equal to the principal amount
outstanding under the Farm Credit Agreement. 
 “FATCA”
shall mean Sections 1471 through 1474 of the Code as of the
SecondFourth
 Amendment Effective Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations thereunder or official
interpretations thereof, any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above), and any intergovernmental agreements implementing the foregoing. 

“FCPA” shall have the meaning provided in Section 8.15(c). 

“Federal Funds Rate” shall mean, 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 on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (b) if no such rate is so published on such next succeeding Business Day, the
Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America, N.A. on such day on such transactions as reasonably determined by the Administrative Agent;
provided that if the Federal Funds Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. 

“Fees” shall mean all amounts payable pursuant to or referred to in Section 2.05. 

“FILO Amendment” shall have the meaning provided in Section 2.21(c). 

“FILO Borrowing” shall mean a Borrowing comprised of FILO Loans under any FILO Subfacility. 

“FILO Commitment” shall mean the Canadian FILO Commitment, if any and/or the U.S. FILO Commitment, if any. 

“FILO Exchange Offer” shall mean the Canadian FILO Exchange Offer, and/or the U.S. FILO Exchange Offer, as the context may
require. 
 “FILO Lender” shall mean the Canadian FILO Lender and/or the U.S. FILO Lender, as the context may require. 


  
 -37- 













 “FILO Line Cap” shall mean the Canadian FILO Line Cap and/or the U.S. FILO
Line Cap, as the context may require. 
 “FILO Loans” shall mean the Canadian FILO Loans and/or the U.S. FILO Loans, as the
context may require. 
 “FILO Subfacility” shall mean the Canadian FILO Subfacility and/or the U.S. FILO Subfacility, as
the context may require. 
 “First Amendment” shall mean that certain Amendment No. 1, dated as of December 22,
2017, among the Company, the other Credit Parties, the U.S. Administrative Agent, the Canadian Administrative Agent, the Collateral Agent and the Lenders party thereto. 

“Flood Insurance Laws” shall mean, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in
effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or
any successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) the Biggert-Waters Flood Insurance Reform Act of 2012 and similar applicable laws in Canada
as now or hereafter in effect or any successor statute thereto. 
 “Foreign Pension Plan” shall mean any plan, fund
(including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States or Canada by the Company or any one or more of the Restricted Subsidiaries primarily for the benefit of employees
of the Company or such Restricted Subsidiaries residing outside the United States or Canada, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be
made upon termination of employment, and which plan is not subject to ERISA or the Canadian Employee Benefits Legislation. 

“Foreign Subsidiaries” shall mean each Subsidiary of the Company that is not a Domestic Subsidiary. 

“Fourth
Amendment” shall mean that certain Fourth Amendment, dated as of December 15, 2021, among the Company, the other Credit Parties, the U.S. Administrative Agent, the Canadian Administrative Agent, the Collateral Agent and the Lenders party
thereto. 
 “Fourth Amendment Effective Date” shall mean December 15, 2021. 
 “Fronting Exposure” shall mean a Defaulting Lender’s Pro Rata Share of
LC Exposure or Swingline Loans, as applicable, except to the extent allocated to other Lenders under Section 2.11. 

“FSHCO” shall mean any Domestic Subsidiary with no material assets other than the capital stock (including, for the avoidance
of doubt, any instrument treated as stock for U.S. federal income tax purposes) of one or more Foreign Subsidiaries that are CFCs. 

“GAAP” shall mean generally accepted accounting principles in the United States of America as in effect from time to time;
provided that determinations made pursuant to this Agreement in accordance with GAAP are subject (to the extent provided therein) to Section 13.07(a). 

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

  
 -38- 













 “Governmental Authority” shall mean the government of the United States of
America, Canada, any other nation or any political subdivision thereof, whether state, provincial, municipal 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. 
 “Government
Pension Agreements” shall mean, collectively, the Ontario Pension Agreement and the Quebec Pension Agreement. 
 “Growth
Capital Expenditures” shall mean Capital Expenditures that are not for the maintenance, replacement or operation of existing facilities, or administration of the business of the Company or its Subsidiaries, but rather expended to reduce
cost position, to improve quality, to diversify product mix, or to grow the scope, geographical reach, capacity, or product mix of the operations of the Company and its Subsidiaries, which expenditures shall be determined by the Company with the
consent of the Administrative Agent to qualify as designated as “Growth Capital Expenditures” hereunder. 
 “Guaranteed
Creditors” shall mean and include (x) each of the Administrative Agent, the Collateral Agent and the Lenders and (y) the Administrative Agent, any Lender and any Affiliate or branch of the Administrative Agent or any Lender (even
if the Administrative Agent or such Lender subsequently ceases to be the Administrative Agent or a Lender under this Agreement for any reason) so long as the Administrative Agent, such Lender or such Affiliate served such purposes at the time of
entry into a particular Secured Bank Product Obligation and their subsequent assigns, if any, whether now in existence or hereafter arising. 

“Guarantor” shall mean the Company and each Subsidiary Guarantor. 

“Guaranty” shall mean and include each of the Credit Party Guaranty and any additional guaranty entered into pursuant to
Section 9.12. 
 “Hazardous Materials” shall mean (a) any petroleum or petroleum products, radioactive
materials, asbestos that is or could become friable, urea formaldehyde foam insulation, polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of “hazardous
substances,” “hazardous waste,” “hazardous materials,” “extremely hazardous substances,” “restricted hazardous waste,” “toxic substances,” or words of similar import, under any applicable
Environmental Law; and (c) any other chemical, material or substance regulated under or which can give rise to liability under any Environmental Law. 

“Hedge Reserve” shall mean the aggregate amount of reserves established by the Administrative Agent from time to time in its
discretion in respect of Secured Reserved Hedges. 
 “Hedging Agreement” shall mean any agreement with respect to any swap,
forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or
measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by
current or former directors, officers, employees or consultants of the Company or its Subsidiaries shall be a Hedging Agreement. 

  
 -39- 













 “Immaterial Subsidiary” shall mean each Restricted Subsidiary of the
Company now existing or hereafter acquired or formed and each successor thereto that (i) for the most recent period of four consecutive fiscal quarters of the Company accounted (on a consolidated basis with its Restricted Subsidiaries) for less
than 5% of the consolidated revenues of the Company or (ii) as of the end of such fiscal quarter, was (on a consolidated basis with its Restricted Subsidiaries) the owner of less than 5% of the Consolidated Total Assets of the Company, as shown
on the consolidated financial statements of the Company for such fiscal quarter. Schedule 1.01C sets forth each Restricted Subsidiary that is an Immaterial Subsidiary that has not executed this Agreement as a Guarantor on and as of the SecondFourth Amendment Effective Date. The Company may designate any Immaterial Subsidiary which does not constitute an Immaterial Subsidiary pursuant to the foregoing as no longer constituting an Immaterial Subsidiary.

 “Incremental Revolving Commitment Agreement” shall have the meaning provided in Section 2.15(d). 

“Incurrence Test” shall the meaning provided in Section 10.04(iv). 

“Indebtedness” of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money,
(b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to assets purchased by such Person,
(d) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding (i) trade accounts payable and accrued expenses arising in the ordinary course of business and (ii) any contingent
earnout or other contingent payment obligation incurred in connection with an acquisition permitted hereunder (but only to the extent that such obligation has not become fixed)), (e) all Indebtedness of others secured by (or for which the
holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed by such Person (and in the event
such Person has not assumed or otherwise become liable for payment of such obligation, the amount of Indebtedness under this clause (e) shall be the lesser of the amount of such obligation and the fair market value of such property),
(f) all Contingent Obligations of such Person with respect to Indebtedness of any other Person, (g) all Capitalized Lease Obligations of such Person, (h) all net obligations of such Person in respect of Hedging Agreements (such net
obligations to be equal at any time to the termination value of such Hedging Agreements or other arrangements that would be payable by or to such Person at such time), (i) all obligations of such Person as an account party to reimburse any bank
or any other Person in respect of letters of credit and (j) all Disqualified Equity Interests issued by such Person with the amount of Indebtedness represented by such Disqualified Equity Interests being equal to the greater of its voluntary or
involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Equity Interest or preferred stock which does
not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Equity Interest or preferred stock as if such Disqualified Equity Interest or preferred stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Agreement, and if such price is based upon, or measured by, the fair market value of such Disqualified Equity Interest or preferred stock, such fair market value shall be determined reasonably and
in good faith by the board of directors or comparable body of the issuer of such Disqualified Equity Interest or preferred stock. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general
partner, except to the extent such Indebtedness is expressly non-recourse to such Person. Notwithstanding clause (e) above, Indebtedness shall not include (A) Indebtedness of a Joint Venture or a Joint Venture Subsidiary secured by a
pledge of Equity Interests in such Joint Venture or Joint Venture Subsidiary and otherwise without recourse to the pledgor and (B) Indebtedness incurred by a landlord and secured by real property leased by the Company or any of its Subsidiaries
irrespective of whether the lease held by the Company or such Subsidiary has been subordinated to the Lien securing such Indebtedness. 

  
 -40- 













 “Indemnified Liabilities” shall have the meaning provided in
Section 13.01(a). 
 “Indemnified Person” shall have the meaning provided in Section 13.01(a). 

“Indemnified Taxes” shall mean all Taxes other than (i) Excluded Taxes and (ii) Other Taxes. 

“Instrument” shall have the meaning provided in Article 9 of the UCC. 

“Insurance Deductible Reserve” shall mean at any time an amount equal to (i) with respect to Accounts located in Canada
or the United States, $2,500,000 (or such other amount equal to the relevant deductible set forth in the Insurance Policy as amended after the date hereof), (ii) with respect to International Accounts, $3,500,000 (or such other amount equal to
the relevant deductible set forth in the Insurance Policy as amended after the date hereof) and (iii) with respect to International Accounts, the difference between (x) 10% (or such other percentage as adjusted by the Collateral Agent
based on the amount insured set forth in the Insurance Policy as amended after the date hereof) of such Accounts that are Eligible Insured and Letter of Credit Backed Accounts pursuant to clause (i) of the definition thereof minus (y)(1)
85% multiplied by (2) 90% multiplied by (3) the aggregate amount of such Accounts that would be Eligible Insured and Letter of Credit Backed Accounts pursuant to clause (i) of the definition thereof but for having been deemed
ineligible pursuant to clauses (f) or (g) of the definition of “Eligible Account”; provided that this clause (iii) shall not be less than zero. 

“Insurance Policy” shall mean (i) that certain Domestic and Export Credit Insurance Policy, effective December 6,
2018 (together with all schedules and endorsements and other documents issued by the Insurer in connection therewith), together with any replacement Coverage Certificates, issued by the Insurer to RFP Canada or any other Canadian Credit Party (the
“Existing Insurance Policy”) or (ii) a replacement insurance policy providing accounts receivable coverage upon market terms (as determined by the Company) and reasonably satisfactory to the Collateral Agent issued by an
insurer reasonably satisfactory to the Collateral Agent (a “Replacement Insurance Policy”). 
 “Insurer”
shall mean, collectively, AIG Insurance Company of Canada, or any other insurer satisfactory to the Collateral Agent which is at the time the insurer under the Insurance Policy. 

“Intellectual Property” shall mean all worldwide rights in and to (i) patents, (ii) trademarks, service marks,
trade names, trade dress, trade styles, domain names and other identifiers of source or goodwill, (iii) copyrights and works subject to copyright laws, (iv) computer software, data and databases, (v) industrial designs and other
protections for designs, (vi) inventions, discoveries, trade secrets, know-how and other proprietary or confidential information, and (vii) issuances, registrations or applications for any of the foregoing. 

“Interest Coverage Ratio” shall mean, on the date of any incurrence of Indebtedness or any other event in respect of which
the Incurrence Test is to be satisfied (the “Test Date”), the ratio of (a) aggregate amount of Consolidated EBITDA for the then most recent four fiscal quarters for which financial statements have been delivered immediately
prior to such date (the “Four Quarter Period”) to (b) the aggregate Consolidated Interest Expense for such Four Quarter Period. In making the foregoing calculation, (A) pro forma effect shall be given to any Indebtedness
incurred or repaid (including any Indebtedness irrevocably called for redemption) during the period (the “Reference Period”) commencing on the first day of the Four Quarter Period and ending on the Test Date (other than Indebtedness
incurred or repaid hereunder or under any similar arrangement except to the extent commitments hereunder or thereunder, as the case may be (or under any predecessor or successor revolving credit or similar arrangement in effect on the last day of
such Four Quarter Period) are permanently reduced), in each case as if such Indebtedness had been incurred or repaid on the first day of such Reference Period; (B) pro 

  
 -41- 













 
forma effect shall be given to asset sales and acquisitions (including giving pro forma effect to the application of proceeds of any asset sale) that occur during such Reference Period as if they
had occurred and such proceeds had been applied on the first day of such Reference Period; and (C) pro forma effect shall be given to asset sales and acquisitions (including giving pro forma effect to the application of proceeds of any asset
sale) that have been made by any Person that has become a Credit Party or has been merged or amalgamated with or into the Company or any Credit Party during such Reference Period and that would have constituted asset sales or acquisitions had such
transactions occurred when such Person was a Credit Party as if such asset sales or acquisitions were asset sales or acquisitions that occurred on the first day of such Reference Period; provided that to the extent that clause (B) or
(C) of this sentence requires that pro forma effect be given to an asset sale or acquisition, such pro forma calculation shall be based upon the four full fiscal quarters immediately preceding the Test Date of the Person, or division or line of
business of the Person, that is acquired or disposed of for which financial information is available. 
 “Interest Determination
Date” shall mean, with respect to (i) any LIBO Rate Loan denominated in Dollars, on the second Business Day prior to the commencement of any Interest Period relating to such LIBO Rate Loan or (ii) any CDOR Rate Loan, on the day of
the commencement of any Interest Period relating to such CDOR Rate Loan. 
 “Interest Period” shall mean, as to any
Borrowing of a LIBO Rate Loan or a CDOR Rate Loan, the period commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as applicable, and ending on the numerically
corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is (i) solely with respect to a LIBO Rate Loan,
one week or (ii) one, two, three,
six (other than for CDOR Rate Loans), or, if agreed to by
all Lenders, twelve months (other than for CDOR Rate Loans)
or less than one month thereafter, in each case, as the Relevant Borrower may elect, or the date any Borrowing of a LIBO Rate Loan or a CDOR Rate Loan is converted to a Borrowing of a U.S. Base Rate Loan, a Canadian Base Rate Loan or a Canadian
Prime Rate Loan in accordance with Section 2.08 or repaid or prepaid in accordance with Section 2.07 or Section 2.09; provided that if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day. Interest shall
accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. 

“Interim Period” shall have the meaning assigned to such term in Section 10.11(b). 

“International Account” shall mean an Account the Account Debtor of which has a billing address in an Approved Country other
than the United States or Canada. 
 “Inventory” shall mean all “inventory,” as such term is defined in the UCC
(or with respect to any Canadian Credit Party, the PPSA or with respect to the Inventory owned by the English Credit Parties all raw materials, work in progress and finished goods legally and beneficially owned with full title guarantee by the
English Credit Parties), wherever located, in which any Person now or hereafter has rights. 
 “Investment Grade Rating”
shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P, or an equivalent rating by any other nationally recognized statistical rating agency selected by the Company. 

“Investment Election” shall have the meaning provided in Section 10.05. 

“Investment Test Date” shall have the meaning provided in Section 10.05. 

  
 -42- 













 “Investments” shall have the meaning provided in Section 10.05.

 “Issuing Bank” shall mean the Canadian Issuing Bank and/or the U.S. Issuing Bank. 

“ITA” shall mean the Income Tax Act (Canada), as amended, and any successor thereto, and any regulations promulgated
thereunder. 
 “Joint Lead Arrangers” shall mean BofA Securities, Inc., BMO Capital Markets Corp. and Wells Fargo Bank,
N.A., in their respective capacities as joint lead arrangers and joint bookrunners, as applicable, under this Agreement. 
 “Joint
Venture” shall mean any Person other than an individual or a Subsidiary of the Company (i) in which the Company or any Restricted Subsidiary holds or acquires an ownership interest (by way of ownership of Equity Interests or other
evidence of ownership) and (ii) which is engaged in a business permitted by Section 10.09. 
 “Joint Venture
Subsidiary” shall mean any non-Wholly-Owned Subsidiary which constitutes a bona fide joint venture with a third party, in each case for so long as such Subsidiary remains a Non-Wholly-Owned Subsidiary. 

“KPI’s”
 shall have the meaning set forth in Section 2.23(a).  
 “Latest
Maturity Date” shall mean, at any date of determination, the latest maturity date applicable to any Loan or Commitment under any Subfacility or FILO Subfacility hereunder as of such date of determination. 

“LC Collateral Account” shall mean a collateral account in the form of a deposit account established and maintained by the
Administrative Agent for the benefit of the Secured Creditors, in accordance with the provisions of Section 2.13(n). 

“LC Commitment” shall mean the commitment of the Issuing Banks to issue Letters of Credit pursuant to
Section 2.13. 
 “LC Credit Extension” shall mean any Canadian LC Credit Extension or U.S. LC Credit Extension.

 “LC Disbursement” shall mean any Canadian LC Disbursement or U.S. LC Disbursement. 

“LC Documents” shall mean the Canadian LC Documents and the U.S. LC Documents. 

“LC Exposure” shall mean, collectively, the Canadian LC Exposure and the U.S. LC Exposure. 

“LC Obligations” shall mean the Canadian LC Obligations and/or the U.S. LC Obligations. 

“LC Participation Fee” shall have the meaning assigned to such term in Section 2.05(c)(i). 

“LC Request” shall mean a request by a Borrower in accordance with the terms of Section 2.13(b) in form and
substance satisfactory to the applicable Issuing Bank. 
 “Lender” shall mean each financial institution listed on
Schedule 2.01, as well as any Person that becomes a “Lender” hereunder pursuant to Section 2.15, 3.04 or 13.04. 

  
 -43- 













 “Lender Loss Sharing Agreement” shall mean that certain Lender Loss Sharing
Agreement entered into by each Lender as of the Closing Date substantially in the form of Exhibit D and each other Lender becoming party to this Agreement via an Assignment and Assumption Agreement or otherwise after the Closing Date. 

“Letter of Credit” shall mean any Canadian Letter of Credit, U.S. Letter of Credit, usance letter of credit or foreign
guarantee. 
 “Letter of Credit Expiration Date” shall mean the expiration date of any Letter of Credit. 

“LIBO Rate” shall mean: (a) for any Interest Period, with respect to a LIBO Rate Loan, the rate per annum equal to the
London Interbank Offered Rate (“LIBOR”) or a comparable or successor rate, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the
Administrative Agent) (the “LIBOR Screen Rate”) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest
Period) with a term equivalent to such Interest Period; and (b) for any interest calculation with respect to a U.S. Base Rate Loan or a Canadian Base Rate Loan on any date, the rate per annum equal to LIBOR, at approximately 11:00 a.m.,
London time, determined two Business Days prior to such date for Dollar deposits with a term of one month commencing that day; provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection
herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further, that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate
shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. Notwithstanding any of the foregoing, the LIBO Rate shall not at any time be less than 0.00% per annum. 

“LIBO Rate Loan” shall mean each Revolving Loan or FILO Loan designated as such by the Relevant Borrower at the time of the
incurrence thereof or conversion thereto. 
 “LIBOR” shall have the meaning assigned to such term in the definition of
“LIBO Rate.” 
 “LIBOR Screen Rate” shall have the meaning assigned to such term in the definition of “LIBO
Rate.” 
 “LIBOR Successor
Rate” shall have the meaning assigned to such term in Section 3.06. 

“LIBOR Successor Rate Conforming
Changes” shall mean, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of U.S. Base Rate, Canadian Base Rate, Interest Period, timing and frequency of determining rates and making payments
of interest and other administrative matters as may be appropriate, in the opinion of the Administrative Agent in consultation with the Borrowers, to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the
Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the
administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation with the Company). 

“Lien” shall mean any mortgage, charge, pledge, hypothecation, collateral assignment, encumbrance, deemed, constructive or
statutory trust, flawed asset agreement, security conveyance, lien (statutory or other) or arrangement to provide any preference or priority or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional
sale or other title retention agreement, and any financing lease having substantially the same effect as any of the foregoing), and, solely with respect to assets located in the U.K., in addition to the above, any security deposit arrangement, right
of set-off or security or quasi security interest. 

  
 -44- 














“Limited
Condition Transaction” shall mean any transaction in connection with any acquisition (including by way of merger or amalgamation) or similar Investment (including the assumption or incurrence of Indebtedness), the making of any dividend and/or
the making of any voluntary or optional payment or prepayment on or redemption or acquisition for value of any Indebtedness subject to Section 10.07(a). 

“Line Cap” shall mean an amount that is equal to the lesser of (a) the applicable Revolving Commitments and (b) the
then applicable Borrowing Base(s). 
 “Loans” shall mean advances made to or at the instructions of a Borrower pursuant to
Section 2 hereof and may constitute Revolving Loans, FILO Loans or Swingline Loans. 
 “Location” of any Person
shall mean such Person’s “location” as determined pursuant to Section 9-307 of the UCC or, if applicable, Section 7 (or similar provision) of the PPSA. 

“Margin Stock” shall have the meaning provided in Regulation U. 

“Material Adverse Effect” shall mean any circumstance or condition affecting the business, assets, operations, properties or
financial condition of the Company and its Restricted Subsidiaries taken as a whole, that would, individually or in the aggregate, reasonably be expected to materially adversely affect (x) the ability of the Company and the other Credit
Parties, taken as a whole, to perform their obligations under the Credit Documents or (y) the rights and remedies of the Administrative Agent, the Issuing Banks or the Lenders under the Credit Documents. 

“Material Subsidiary” shall mean any Restricted Subsidiary that is not an Immaterial Subsidiary. 

“Maturity Date” shall mean the date that is 5 years after the SecondFourth Amendment Effective Date. 
 “Moody’s” shall mean Moody’s Investors
Service, Inc. 
 “Mortgage” shall mean a mortgage, debenture, leasehold mortgage, deed of trust, deed of immovable
hypothec, leasehold deed of trust, deed to secure debt, leasehold deed to secure debt or similar security instrument in form and substance reasonably satisfactory to the Administrative Agent, in favor of the Collateral Agent for the benefit of the
Secured Creditors, as the same may be amended, modified, restated and/or supplemented from time to time. For the avoidance of doubt, except as otherwise required by Section 10.01(vi), no Mortgages shall be required to be delivered. 

“Mortgaged Property” shall mean each parcel (or adjoining parcels) of real property (including any real property fixtures
thereon) owned by a U.S. Credit Party that is subject to a Mortgage, if any. 
 “Multiemployer Plan” shall mean a
multiemployer plan as defined in Section 4001(a)(3) of ERISA and subject to Title IV of ERISA under which the Company or a Restricted Subsidiary has any obligation or liability, including on account of an ERISA Affiliate. 

  
 -45- 













 “Net Orderly Liquidation Value” shall mean the “net orderly
liquidation value” determined by an unaffiliated valuation company reasonably acceptable to the Collateral Agent after performance of an inventory valuation to be done at the Collateral Agent’s request and the Borrowers’ expense, less
the amount estimated by such valuation company for marshaling, reconditioning, carrying, sales expenses, operating expenses, administration expenses and commissions designated to maximize the resale value of such Inventory and assuming that the time
required to dispose of such Inventory is customary with respect to such Inventory and expressed as a percentage of the net book value of such Inventory. 

“Netherlands
 Pledge Agreement” shall mean the Dutch law security agreement over inventory of RFP Canada, dated December 16, 2015, between RFP Canada as pledgor and Bank of America, N.A., as pledgee, including any Supplemental Pledge Agreement (as
defined therein). 
 “Non-ABL Priority Collateral” shall mean
all present and future right, title and interest of the Credit Parties in the following types of assets and property, whether now owned or hereafter acquired, existing or arising and wherever located: (i) Equity Interests in, or held by, the
Credit Parties; (ii) equipment and fixtures; (iii) Real Property; (iv) Intellectual Property; (v) all general intangibles and investment property that do not constitute ABL Priority Collateral; (vi) all documents of title
relating to equipment; (vii) all books and records pertaining to the foregoing; (viii) to the extent securing or supporting any of the items referred to in the preceding clauses (i) through (vi), all supporting obligations, commercial
tort claims and letter of credit rights (whether or not the respective letter of credit is evidenced by a writing); (ix) all products and proceeds of the foregoing (including all insurance and claims for insurance effected or held for the
benefit of the Credit Parties or the Secured Creditors in respect thereof and all collateral security and guarantees given by any Person with respect to any of the foregoing); and (x) all of the other assets and property of any Credit Party,
whether real, personal or mixed (other than ABL Priority Collateral) granted to the holder of a Lien permitted by Section 10.01(vi), which holder will also have a Lien on any or all of the ABL Priority Collateral pursuant to subclause
(y) of that Section. 
 “Non-Cash Charges” shall mean any non-cash charges or losses, including (a) any non-cash
closure costs, impairment and other related charges, such as impairment of assets and accelerated depreciation, (b) any other impairment charge or asset write-off or write-down related to intangible assets (including goodwill), long-lived
assets and investments in debt and equity securities pursuant to GAAP, (c) non-operating pension plan and other post-employment and post-retirement benefit costs, (d) long-term incentive plan accruals and any non-cash expenses resulting
from the grant of stock options or other equity-based incentives to any director, officer or employee of the Company, any other Borrower or any Restricted Subsidiary of the Company and (e) any non-cash charges or losses resulting from the
application of purchase accounting; provided that Non-Cash Charges shall not include additions to bad debt reserves or bad debt expense. 

“Non-Defaulting Lender” shall mean and include each Lender other than a Defaulting Lender. 

“Note” shall mean each Revolving Note or Swingline Note, as applicable. 

“Not-For-Profit Subsidiary” shall mean an entity, including entities qualifying under Section 501(c)(3) of the Code,
that uses surplus revenues to achieve its goals rather than distributing them as profits or dividends. 
 “Notice of
Borrowing” shall mean a notice substantially in the form of Exhibit A-1 hereto. 

“Notice of Conversion/Continuation” shall mean a notice substantially in the form of Exhibit A-2 hereto. 

  
 -46- 













 “Notice Office” shall mean (i) with respect to the U.S. Subfacility
and the U.S. FILO Subfacility, the office of the Administrative Agent located at 833 E. Michigan Street, Suite 700, WI9-833-07-01, Milwaukee, WI 53202, Attention: Bradley Handrich and (ii) with respect to the Canadian Subfacility and the
Canadian FILO Subfacility, the office of the Administrative Agent located at 181 Bay Street, 4th Floor, Toronto, Ontario, M5J2V8 Canada, Attention: Teresa Tsui; or such other offices or persons as the Administrative Agent may hereafter designate in
writing as such to the other parties hereto. 
 “Obligations” shall mean (x) all now existing or hereafter arising
debts, obligations, covenants, and duties of payment or performance of every kind, matured or unmatured, direct or contingent, owing, arising, due, or payable to any Lender, Agent or Indemnified Person by any Credit Party arising out of this
Agreement or any other Credit Document, including, without limitation, all obligations to repay principal or interest (including interest accruing during any proceeding under any Debtor Relief Laws) on the Loans, and to pay interest, fees, costs,
charges, expenses, professional fees, and all sums chargeable to the Borrowers or any other Credit Party or for which any Borrower or any other Credit Party is liable as indemnitor under the Credit Documents, whether or not evidenced by any note or
other instrument (including fees accruing during any proceeding under any Debtor Relief Laws) and (y) all Secured Bank Product Obligations; provided, however, that for purposes of the Credit Party Guaranty and each other guarantee
agreement or other instrument or document executed and delivered pursuant to this Agreement, the term “Obligations” shall not, as to any Guarantor, include any Excluded Swap Obligations. Notwithstanding anything to the contrary contained
above, (x) obligations of any Credit Party under any Secured Bank Product Obligations shall be secured and guaranteed pursuant to the Credit Documents only to the extent that, and for so long as, the other Obligations are so secured and
guaranteed and (y) any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under Secured Bank Product Obligations. 

“OFAC” shall have the meaning provided in Section 8.15(b). 

“Ontario Pension Agreement” shall mean, collectively, (a) the letter from the Ontario Minister of Finance to David
Paterson, Chief Executive Officer of AbitibiBowater, dated November 15, 2010, as amended from time to time, together with the attached form of agreement entitled “AbitibiBowater/Ontario Pension Funding Relief Agreement” and
(b) any other pension funding agreement entered into with respect to any Ontario Pension Plan. 
 “Ontario Pension
Plan” shall mean a “registered pension plan,” as defined in subsection 248(1) of the ITA, which contains a “defined benefit provision,” as defined in subsection 147.1(1) of the ITA, and which is registered under the
Pension Benefits Act (Ontario), but excluding any plan that provides only a “target benefit” or any “multi-employer pension plan,” both as defined in the Pension Benefits Act (Ontario), where employer contributions to such
target benefit or multi-employer pension plan are determined solely by reference to a participation agreement, collective agreement, or other agreement negotiated with the bargaining agent or other representative of the employees participating in
such plan and the employer has no liability for or obligation to fund any funding deficiency under such plan upon termination of the plan in whole or in part or upon the withdrawal of an employer from such plan. 

“Ontario Pension Regulations” shall mean the special funding relief regulations, as amended from time to time, adopted under
the Pension Benefits Act (Ontario) in accordance with the CCAA Plan and the Ontario Pension Agreement. 
 “Other Rate Early Opt-in” means the Administrative Agent and the Company have elected to replace LIBOR with a
Benchmark Replacement other than a SOFR-based rate pursuant to (1) an Early Opt-in Election and (2) Section 3.06(c)(ii) and paragraph (2) of the definition of “Benchmark Replacement”.  

  
 -47- 













 “Other Taxes” shall mean any and all present or future stamp, court or
documentary, intangible, recording, filing or property Taxes or similar Taxes arising from any payment made under, from the execution, delivery, registration, performance or enforcement of, from the receipt or perfection of a security interest
under, or otherwise with respect to, any Credit Document except any such Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.04) that are imposed as a result of any present or former
connection between the relevant Lender and the jurisdiction imposing such Tax (other than a connection arising from such Lender 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 Credit Document, or sold or assigned an interest in any Loan); provided, however, that Other Taxes shall not include any Excluded Taxes.

 “Outstanding Amount” shall mean with respect to Loans on any date, the Dollar Equivalent amount of the aggregate
outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date. 

“Outstanding Balance” of any Account at any time shall mean the then outstanding principal balance thereof; provided,
that to the extent that the amount of any Account is, under the terms of the applicable Contract, expressed in a currency other than Dollars, such amount for the purposes of this definition shall be the Dollar Equivalent thereof at the relevant
time. 
 “Overadvance” shall have the meaning assigned to such term in Section 2.17. 

“Overadvance Loan” shall mean a (i) U.S. Base Rate Loan made when an Overadvance exists or is caused by the funding
thereof under the U.S. Subfacility or (ii) a Canadian Prime Rate Loan when an Overadvance exists or is caused by the funding thereof under the Canadian Subfacility. 

“Parent Company” shall mean any direct or indirect parent company of the Company. 

“Participant Register” shall have the meaning provided in Section 13.04(j). 

“Patriot Act” shall have the meaning provided in Section 13.17. 

“Payment Conditions” shall mean as to any relevant action contemplated in this Agreement, (i) no Event of Default has
then occurred and is continuing or would result from any action and (ii) (a) Specified Availability on a pro forma basis immediately after giving effect to such action would be at least the greater of (x) 15.0% of the Line Cap and
(y) $67,500,000 and (b) over the 60 consecutive days prior to consummation of such action, average Specified Availability shall not have been less than the greater of (x) 15.0% of the Line Cap and (y) $67,500,000, on a pro forma
basis for such action. 
 “Payment Office” shall mean (i) with respect to the U.S. Subfacility and the U.S. FILO
Subfacility, the office of the Administrative Agent located at 833 E. Michigan Street, Suite 700, WI9-833-07-01, Milwaukee, WI 53202, Attention: Bradley Handrich and (ii) with respect to the Canadian Subfacility and the Canadian FILO
Subfacility, the office of the Administrative Agent located at 181 Bay Street, 4th Floor, Toronto, Ontario, M5J2V8 Canada, Attention: Teresa Tsui; or such other office as the Administrative Agent may hereafter designate in writing as such to the
other parties hereto. 
 “PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to
Section 4002 of ERISA, or any successor thereto. 
 “Perfection Certificate” shall mean each of the U.S. Perfection
Certificate and the Canadian Perfection Certificate. 

  
 -48- 













 “Permitted Acquisition” shall mean the acquisition by the Company or any
Restricted Subsidiary of an Acquired Entity or Business; provided that the Acquired Entity or Business acquired is in a business permitted by Section 10.09. 

“Permitted Acquisition Conditions” shall mean as to Permitted Acquisition, (i) no Event of Default has then occurred and
is continuing or would result from any action and (ii) (a) Specified Availability on a pro forma basis immediately after giving effect to such action would be at least the greater of (x) 15.0% of the Line Cap and (y) $67,500,000
and (b) over the 30 consecutive days prior to consummation of such Permitted Acquisition, average Specified Availability shall not have been less than the greater of (x) 15.0% of the Line Cap and (y) $67,500,000, on a pro forma basis
for such Permitted Acquisition. 
 “Permitted Discretion” shall mean the Administrative Agent’s or the Collateral
Agent’s (as applicable) good faith exercise of its reasonable (from the perspective of a secured asset-based lender) discretion in a manner consistent with its customary credit policies and practices for asset-based credit facilities. It is
understood and agreed that the foregoing shall not limit the Collateral Agent’s reasonable discretion (from the perspective of an asset-based lender) to establish Reserves in good faith to reflect the status of, and ongoing developments with
respect to, any Ontario Pension Plan in an amount not to exceed the amount of the Canadian Borrowing Base attributable to Inventory located in the Province of Ontario which is owned by any Canadian Credit Party participating in any such Ontario
Pension Plan (provided that in the event that any such Canadian Credit Party is “located” in the Province of Ontario for purposes of the PPSA, it shall also include the amount of the Canadian Borrowing Base attributable to Accounts
of such Canadian Credit Party). 
 “Permitted Encumbrances” shall mean, with respect to any Mortgaged Property, such
exceptions to title as are set forth in the mortgage title insurance policy delivered with respect thereto, all of which exceptions must be acceptable to the holders of any Specified Secured Indebtedness (or the duly authorized representative
thereof) secured by such Mortgaged Property. 
 “Permitted Liens” shall have the meaning provided in
Section 10.01. 
 “Person” shall mean any individual, partnership, joint venture, firm, corporation,
association, limited liability company, unlimited liability company, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof. 

“Plan” shall mean any pension plan as defined in Section 3(2) of ERISA other than a Canadian Pension Plan, or a
Multiemployer Plan, which is subject to Section 412 of the Code or Title IV of ERISA and is maintained or contributed to by (or to which there is an obligation to contribute of) a Credit Party or with respect to which a Credit Party has, or may
have, any liability, including, for greater certainty, liability arising from an ERISA Affiliate. 
 “PPSA” shall mean the
Personal Property Security Act (Ontario) and the regulations thereunder; provided, however, if validity, perfection and effect of perfection and non-perfection of the Collateral Agent’s Lien on any applicable Collateral are
governed by the personal property security laws of any Canadian jurisdiction other than Ontario, PPSA shall mean those personal property security laws (including the Civil Code of Quebec) in such other jurisdiction for the purposes of the provisions
hereof relating to such validity, perfection and effect of perfection and non-perfection and for the definitions related to such provisions, as from time to time in effect. 

  
 -49- 













 “Pro Rata Percentage” of any Revolving Lender at any time shall mean either
(i) the percentage of the total Revolving Commitments represented by such Lender’s Revolving Commitment, (ii) the percentage of the total Canadian Revolving Commitments represented by such Lender’s Canadian Revolving Commitment,
(iii) the percentage of the total U.S. Revolving Commitments represented by such Lender’s U.S. Revolving Commitment, (iv) the percentage of the total Canadian FILO Commitments represented by such Lender’s Canadian FILO Commitment
or (v) the percentage of the total U.S. FILO Commitments represented by such Lender’s U.S. FILO Commitment, as applicable. 

“Pro Rata Share” shall mean, with respect to each Lender at any time, a fraction (expressed as a percentage, carried out to
the ninth decimal place), the numerator of which is the amount of the Revolving Exposure of such Lender at such time and the denominator of which is the aggregate amount of all Revolving Exposures at such time. The Pro Rata Shares of each Lender as
of the
SecondFourth
 Amendment Effective Date are set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption Agreement pursuant to which such Lender becomes a party hereto, as
applicable. 
 “Protective Advance” shall have the meaning assigned to such term in Section 2.18. 

“PTE” shall mean a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may
be amended from time to time. 
 “Qualified ECP Guarantor” shall mean, at any time, each Credit Party with total assets
exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under
§1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 “Qualified Factored Accounts” shall mean Accounts that otherwise
qualify as an “Eligible Account” hereunder and which are subject to any reverse factoring program established by an Account Debtor (a) as in effect on the Second Amendment Effective Date or (b) thereafter to the extent the
Company in good faith believes that such program is beneficial to the Company and its Subsidiaries, taken as a whole, with respect to establishing or continuing its relationship with such Account Debtor. 

“Qualified Power Accounts” shall mean an Account, net of amounts owed by the purchase of electricity and any other applicable
offsets, arising from electricity sales to the Independent Electricity System Operator (successor-by-merger to Ontario Power Authority) or of any such similar energy instrumentality of the Canadian or U.S. government subject to the Collateral
Agent’s reasonable consent. 

“Quarterly
 Reporting Event” shall mean the occurrence of a date when (a) (i) Specified Availability shall have been greater than 75% of the Line Cap and (ii) no Revolving Loans are outstanding, in either case, for at least one full fiscal
quarter, until such date as (b) (i) Specified Availability shall have been less than 75% of the Line Cap or (ii) Revolving Loans are outstanding. 

“Quebec Pension Agreement” shall mean, collectively, (a) the letter from Julie Boulet of the Government of Quebec to
David Paterson, Chief Executive Officer of AbitibiBowater, dated September 16, 2010, together with the attached “Overview of Measures for a Draft Regulation regarding Certain AbitibiBowater Pension Plans” and (b) any other
pension funding agreement entered into with respect to any Quebec Pension Plan. 
 “Quebec Pension Plan” shall mean any
pension plan governed by the Supplemental Pension Plans Act (Quebec) and any regulations thereunder. 

  
 -50- 













 “Quebec Pension Regulations” shall mean the special funding relief
regulations, as amended from time to time, adopted under the Supplemental Pension Plans Act (Quebec) in accordance with the CCAA Plan and the Quebec Pension Agreement. 

“Real Property” of any Person shall mean, collectively, the right, title and interest of such Person (including any
leasehold, mineral or other estate) in and to any and all land, improvements and fixtures owned, leased or operated by such Person, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and
appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof. 

“Recovery Event” shall mean the receipt by the Company or any Restricted Subsidiaries of any cash insurance proceeds or
condemnation awards payable (i) by reason of theft, loss, physical destruction, damage, taking or any other similar event with respect to any property or assets of the Company or any Restricted Subsidiaries (but not by reason of any loss of
revenues or interruption of business or operations caused thereby) and (ii) under any policy of insurance required to be maintained under Section 9.03, in each case to the extent such proceeds or awards do not constitute
reimbursement or compensation for amounts previously paid by the Company or any Restricted Subsidiaries in respect of any such event. 

“Register” shall have the meaning provided in Section 13.15. 

“Regulation D” shall mean Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect
and any successor to all or a portion thereof establishing reserve requirements. 
 “Regulation T” shall mean Regulation T
of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof. 

“Regulation U” shall mean Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect
and any successor to all or a portion thereof. 
 “Regulation X” shall mean Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor to all or a portion thereof. 
 “Release” shall
mean actively or passively disposing, discharging, injecting, spilling, pumping, leaking, leaching, dumping, emitting, escaping, emptying, pouring, seeping, migrating or the like, into, through or upon the Environment or within, from or into any
building, structure, facility or fixture. 
 “Relevant Borrower” shall mean, with respect to any Borrowing, the Borrower
requesting such Borrowing. 

“Relevant
 Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal
Reserve Bank of New York, or any successor thereto.  
 “Relevant
Guaranteed Obligations” shall mean (i) in the case of a U.S. Credit Party, (x) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of the unpaid principal and interest on
(A) each Note issued by, and (B) all Loans made to, each Borrower (other than such U.S. Credit Party) under this Agreement, together with all the other obligations (including obligations which, but for the automatic stay under
Section 362(a) of the Bankruptcy Code, would 

  
 -51- 













 become due), indebtedness and liabilities (including, without limitation, indemnities, fees and interest
(including any interest accruing after the commencement of any proceeding under any Debtor Relief Laws at the rate provided for herein, whether or not such interest is an allowed or allowable claim in any such proceeding) thereon) of each Borrower
(other than such U.S. Credit Party) to the Lenders, the Administrative Agent and the Collateral Agent now existing or hereafter incurred under, arising out of or in connection with this Agreement and each other Credit Document to which each Borrower
(other than such U.S. Credit Party) is a party and the due performance and compliance by the Borrowers with all the terms, conditions and agreements contained in this Agreement and in each such other Credit Document and (y) the full and prompt
payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and
indebtedness (including any interest accruing after the commencement of any proceeding under Debtor Relief Laws at the rate provided for herein, whether or not such interest is an allowed or allowable claim in any such proceeding) of any Borrower or
any Restricted Subsidiary (in each case, other than such U.S. Credit Party) owing under any Secured Bank Product Obligation and the due performance and compliance with all terms, conditions and agreements contained therein and (ii) in the case
of a Canadian Credit Party or English Credit Party, (x) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of the unpaid principal and interest on all Loans made to the Canadian Borrowers (or the
English Subsidiary designated as a Canadian Borrower pursuant to Section 2.22(a)) under this Agreement, together with all the other obligations (including obligations which, but for the automatic stay under Section 362(a) of the
Bankruptcy Code or a stay under any proceeding under Debtor Relief Laws in any jurisdiction, would become due), indebtedness and liabilities (including, without limitation, indemnities, fees and interest (including any interest accruing after the
commencement of any proceeding under Debtor Relief Laws in any jurisdiction at the rate provided for herein, whether or not such interest is an allowed or allowable claim in any such proceeding) thereon) of the Canadian Borrowers (or the English
Subsidiary designated as a Canadian Borrower pursuant to Section 2.22(a)) to the Lenders, the Administrative Agent and the Collateral Agent now existing or hereafter incurred under, arising out of or in connection with this Agreement and
each other Credit Document to which each other Canadian Credit Party or English Credit Party is a party and the due performance and compliance by the Canadian Credit Parties and English Credit Parties with all the terms, conditions and agreements
contained in this Agreement and in each such other Credit Document and (y) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the
automatic stay under Section 362(a) of the Bankruptcy Code or a stay under any other applicable proceeding under Debtor Relief Laws in any jurisdiction, would become due), liabilities and indebtedness (including any interest accruing after the
commencement of any proceeding under Debtor Relief Laws in any jurisdiction at the rate provided for herein, whether or not such interest is an allowed or allowable claim in any such proceeding) of the Canadian Borrowers (or the English Subsidiary
designated as a Canadian Borrower pursuant to Section 2.22(a)) or any other Canadian Credit Parties or English Credit Parties owing under any Secured Bank Product Obligation and the due performance and compliance with all terms,
conditions and agreements contained therein; provided, however, that for purposes of the Credit Party Guaranty and each other guarantee agreement or other instrument or document executed and delivered pursuant to this Agreement, the
term “Obligations” shall not, as to any Guarantor, include any Excluded Swap Obligations. For the avoidance of doubt, in no event shall any Canadian Credit Party or any English Credit Party guaranty the Obligations of any U.S. Credit
Party. 
 “Relevant Guaranteed Party” shall mean (i) with respect to the Company, each U.S. Subsidiary Borrower and
each U.S. Subsidiary Guarantor, (ii) with respect to any U.S. Subsidiary Borrower, the Company, any other U.S. Subsidiary Borrower and each U.S. Subsidiary Guarantor and (iii) with respect to a Canadian Credit Party, any other Credit
Party. 

  
 -52- 













 “Rent Reserve” shall mean with respect to any facility, warehouse,
distribution center or depot where any Inventory subject to Liens arising by operation of law is located and with respect to which no Collateral Access Agreement is in effect, a reserve equal to (a) in the case of any leased location, one
month’s gross rent at such facility, warehouse, distribution center or depot and (b) in the case of any other such location, an amount determined by the Collateral Agent in its Permitted Discretion in respect of the liabilities owed to the
applicable bailee or warehouseman. 
 “Replaced Lender” shall have the meaning provided in Section 3.04. 

“Replacement Lender” shall have the meaning provided in Section 3.04. 

“Required Lenders” shall mean Non-Defaulting Lenders holding more than 50% of the sum of the (i) total Outstanding
Amount (with the aggregate amount of each Revolving Lender’s risk participation and funded participation in LC Obligations and Swingline Loans being deemed “held” by such Revolving Lender for purposes of this definition) and
(ii) aggregate unused Commitments held by Non-Defaulting Lenders at such time as of any date of determination. 
 “Required
Subfacility Lenders” shall mean, with respected to any Subfacility or any FILO Subfacility, Non-Defaulting Lenders holding more than 50% of the sum of the (i) total Outstanding Amount and (ii) aggregate unused Commitments held by
Non-Defaulting Lenders under such Subfacility or FILO Subfacility, as applicable, as such time as of any date of determination. 

“Requirement of Law” shall mean, with respect to any Person, (i) the charter, articles or certificate of organization or
incorporation and bylaws or other organizational or governing documents of such Person and (ii) any statute, law, treaty, rule, regulation, order, decree, writ, official administrative pronouncement, injunction or determination of any
arbitrator or court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. 

“Reserves” shall mean, without duplication of any items that are otherwise addressed or excluded through eligibility
criteria, such reserves as the Administrative Agent or the Collateral Agent from time to time determines in its Permitted Discretion, including, without limitation, Dilution Reserves, Rent Reserves, Insurance Deductible Reserves, Hedge Reserves,
Senior Notes Reserves, Farm Credit Agreement Reserves, and with respect to the Canadian Borrowing Base, the
Canadian Priority Payables Reserve, the English Priority Payables Reserve and a reserve in relation to Canadian Pension Plans; provided that the amount of the reserve in relation to Canadian Pension Plans, if any, shall be determined taking
into consideration liabilities or obligations that are or will be subject to a Priority Lien (used throughout as defined in “Canadian Priority Payables”), or could reasonably be expected to give rise to a Priority Lien upon the occurrence
of any event, condition or other matter, in all cases as determined in the Collateral Agent’s Permitted Discretion. 

Notwithstanding anything to the contrary in this Agreement, (i) such Reserves shall not be established or the basis therefore changed in
any manner which is adverse to the Company except upon not less than three (3) Business Days’ prior written notice to the Company, which notice shall include a reasonably detailed description of such Reserves being established or the
change in the basis therefor, and (ii) the amount of any Reserve established by the Administrative Agent, and any change in the amount of any Reserve, shall have a reasonable relationship to the event, condition or other matter that is the
basis for such Reserve or such change. Notwithstanding clause (i) of the preceding sentence, changes to the Reserves solely for purposes of correcting mathematical or clerical errors shall not be subject to such notice period. 

  
 -53- 














“Resolution
 Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.  

“Responsible Officer” shall mean, with respect to any Person, its chief executive officer, president, chief financial officer
or any vice president, treasurer, chief accounting officer, controller or other officer of such Person having substantially the same authority and responsibility; provided that, with respect to compliance with financial covenants,
“Responsible Officer” shall mean the chief executive office, chief financial officer, treasurer, chief accounting officer or controller of the Company, or any other officer of the Company having substantially the same authority and
responsibility. 
 “Restricted Payment” shall mean, with respect to any Person, any dividend, distribution or other return
on equity capital to its stockholders, partners or members or any other distribution, payment or delivery of property (other than common equity of such Person) or cash to its stockholders, partners or members as such, or redeemed, retired, purchased
or otherwise acquired, directly or indirectly, for a consideration any of its Equity Interests outstanding on or after the Closing Date (or any options or warrants issued by such Person with respect to its Equity Interests) (other than any Equity
Interests of the Company held by a Restricted Subsidiary), or set aside any funds for any of the foregoing purposes. 
 “Restricted
Subsidiary” shall mean each Subsidiary of the Company other than any Unrestricted Subsidiary. The Subsidiary Borrowers, the Canadian Credit Parties and the English Credit Parties shall at all times constitute Restricted Subsidiaries. 

“Returns” shall have the meaning provided in Section 8.09. 

“Revaluation Date” shall mean (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of
a LIBO Rate Loan denominated in Dollars or a CDOR Rate Loan denominated in Canadian Dollars, (ii) each date of a continuation of a LIBO Rate Loan denominated in Dollars or a CDOR Rate Loan denominated in Canadian Dollars pursuant to
Section 2.08, and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of
issuance of a Letter of Credit denominated in Canadian Dollars, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by the applicable Issuing Bank
under any Letter of Credit denominated in Canadian Dollars and (iv) such additional dates as the Administrative Agent or the Issuing Banks shall determine or the Required Lenders shall require. 

“Revolving Availability Period” shall mean the period from and including the Closing Date to but excluding the earlier of the
Maturity Date and the date of termination of the Revolving Commitments. 
 “Revolving Borrowing” shall mean a Canadian
Revolving Borrowing and/or a U.S. Revolving Borrowing. 
 “Revolving Commitment” shall mean the Canadian Revolving
Commitment, the U.S. Revolving Commitment, the U.S. FILO Commitment, if any, and/or the Canadian FILO Commitment, if any. 

“Revolving Commitment Increase” shall have the meaning provided in Section 2.15(a). 

“Revolving Exposure” shall mean the Canadian Revolving Exposure, the U.S. Revolving Exposure, the Canadian FILO Exposure
and/or the U.S. FILO Exposure. 
 “Revolving Lender” shall mean a Lender with a Revolving Commitment. 

  
 -54- 













 “Revolving Loans” shall mean Canadian Revolving Loans, U.S. Revolving
Loans, Protective Advances and/or Overadvance Loans. 
 “Revolving Note” shall mean the U.S. Revolving Note and/or the
Canadian Revolving Note. 
 “S&P” shall mean Standard & Poor’s Financial Services LLC, a wholly-owned
subsidiary of The McGraw-Hill Companies, Inc., and any successor owner of such division. 
 “Sale-Leaseback Transaction”
shall mean any arrangements with any Person providing for the leasing by the Company or any Restricted Subsidiaries of real or personal property which has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such
Person or to any other Person to whom funds have been or are to be advanced by such Person in connection therewith. 

“Sanctions” shall mean economic, trade, or asset-freeze sanctions administered or enforced by the United States Government,
including, without limitation, OFAC and the U.S. Department of State, or the Government of Canada. 
 “Scheduled Unavailability
Date” shall have the meaning provided in Section 3.06(a)(ii). 
 “SEC” shall have the meaning provided
in Section 9.01(h). 
 “Second Amendment” shall mean that certain Second Amendment, dated as of May 14,
2019, among the Company, the other Credit Parties, the U.S. Administrative Agent, the Canadian Administrative Agent, the Collateral Agent and the Lenders party thereto. 

“Second Amendment Effective Date” shall mean May 14, 2019. 

“Section 9.01 Financials” shall mean the quarterly and annual financial statements required to be delivered pursuant to
Sections 9.01(a) and (b). 
 “Secured Bank Product Obligations” shall mean Bank Product Debt owing to a
Secured Bank Product Provider, up to the maximum amount (in the case of any Secured Bank Product Provider other than Bank of America, N.A. and its Affiliates or branches) specified by such provider in writing to the Administrative Agent, which
amount may be established or increased (by further written notice by the Company to the Administrative Agent from time to time) as long as no Default or Event of Default then exists. 

“Secured Bank Product Provider” shall mean, at the time of entry into a Bank Product (or, if such Bank Product exists on the
Closing Date, as of the Closing Date), the Administrative Agent, any Lender or any of their respective Affiliates that is providing a Bank Product; provided such provider who is not the Administrative Agent delivers written notice to the
Administrative Agent, in form and substance satisfactory to the Administrative Agent, by the later of the Closing Date or ten (10) days following creation of the Bank Product (or such later date as the Administrative Agent shall approve in its
sole discretion) (i) describing the Bank Product and setting forth the maximum amount to be secured by the Collateral and the methodology to be used in calculating such amount and (ii) agreeing to be bound by Section 12.12.

 “Secured Creditors” shall mean, collectively, the Administrative Agent, the Collateral Agent, each other Agent, the
Lenders, the Issuing Banks and each Secured Bank Product Provider. 

  
 -55- 













 “Secured Reserved Hedge” shall mean any Secured Bank Product Obligations
arising under a Hedging Agreement with respect to which the Company and the Secured Bank Product Provider thereof have notified the Administrative Agent of the intent to include such Secured Bank Product Obligations as a Secured Reserved Hedge
hereunder and with respect to which a Hedge Reserve has subsequently been established in the maximum amount thereof so long as no Overadvance would result from establishment of a Bank Product Reserve for such amount and all other Secured Reserved
Hedge. 
 “Secured Unreserved Hedge” shall mean any Secured Bank Product Obligations arising under a Hedging Agreement
other than a Secured Reserved Hedge. 
 “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder. 
 “Securities Exchange Act” shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder. 
 “Security Agreement” shall mean the Canadian Security
Agreement, the U.S. Security Agreement
and/or, the U.K. Security Documents and/or the Netherlands Pledge Agreement, as the context may require.

 “Security Document” shall mean and include each of the Security Agreements and, after the execution and delivery
thereof, each Additional Security Document. 
 “Senior Notes” shall mean (a) the 5.8754.875% Senior Notes due
20232026
 issued on May 8,
2013February 2, 2021 by the Company in the
aggregate principal amount of
$600,000,000300,000,000
. 
 “Senior Notes Indenture” shall mean the Indenture dated as
of May 8February
2,
20132021
, among the Company, the guarantors party thereto and Wells Fargo Bank, as trustee, as modified, amended or
supplemented through the Second Amendment Effective Date and as the same may be modified, amended or supplemented from time to time after the SecondFourth Amendment Effective Date in accordance with the terms hereof and thereof. 
 “Senior
Notes Reserves” shall mean a Reserve, commencing
March 16December
31,
20232025
, in a maximum amount equal to the outstanding principal amount of the Senior Notes outstanding as of such date or from time to time thereafter. 

“Significant Asset Sale” shall mean each non-ordinary course asset sale (and any casualty or condemnation event) with respect
to ABL Priority Collateral resulting in net cash proceeds in excess of $15,000,000, other than asset sales among Credit Parties. 

“Significant Subsidiary” shall mean any Subsidiary that would be a “significant subsidiary” as defined in Article
1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the SecondFourth Amendment Effective Date; provided that in no event will
any Subsidiary that, together with its consolidated Subsidiaries, accounts for less than 5.0% of the consolidated revenue of the Company, for the Company’s most recently ended four full fiscal quarters for which internal financial statements
are available, be considered a Significant Subsidiary. 

“SOFR
Early Opt-in” means the Administrative Agent and the Company have elected to replace LIBOR pursuant to (1) an Early Opt-in Election and (2) Section 3.06(c)(i) and paragraph (1) of the definition of “Benchmark
Replacement”.  

  
 -56- 













 “Specified Availability” shall mean, at any time, the sum of
(i) Availability at such time plus (ii) Suppressed Availability at such time. 
 “Specified Event of Default”
shall mean any Event of Default arising under Sections 11.01 and 11.03(i) (solely relating to a failure to comply with Section 9.17(c), 10.11(a), 11.03(ii) or 11.05). 

“Specified Intercompany Indebtedness” shall mean Indebtedness which is (i) between or among Credit Parties,
(ii) between or among Restricted Subsidiaries which are not Credit Parties, (iii) between or among Unrestricted Subsidiaries, or (iv) owing by a Subsidiary which is not a Credit Party to the Company or a Restricted Subsidiary. 

“Specified Loan Party” shall mean any Credit Party that is not an “eligible contract participant” under the
Commodity Exchange Act (determined prior to giving effect to Section 14.11 hereof). 
 “Specified Representations” means the representations and warranties of the Credit Parties set forth in Sections
8.01(i) (solely as it relates to the Credit Parties), 8.02, 8.03(iii) (related to the entering into and performance of the Credit Documents and the incurrence of the extensions of credit thereunder), 8.05(b), 8.08(c), 8.11, 8.15 (limited, other than
in the case of Anti-Terrorism Laws and any other laws relating to terrorism, money laundering, embargoed persons or the Patriot Act and AML Legislation, to the use of proceeds of the Loans on the Closing Date or the applicable Increase Date) and
8.16. 
 “Specified Secured Indebtedness” shall have the
meaning given to such term in Section 10.01(vi). 
 “Specified Secured Indebtedness Collateral Account” shall
mean each deposit account or securities account established pursuant to the Specified Secured Indebtedness Documents for purposes of holding Non-ABL Priority Collateral (and no other amounts). 

“Specified Secured Indebtedness Documents” shall mean all agreements and other documents evidencing or governing the
Specified Secured Indebtedness (other than, for the avoidance of doubt, any of the Credit Documents or any intercreditor agreement) or providing for any guarantee, security interests or other right in respect thereof. 

“Spot Rate” shall mean the exchange rate, as reasonably determined by the Administrative Agent, that is applicable to
conversion of one currency into another currency, which is (a) the exchange rate reported by Bloomberg (or other commercially available source reasonably designated by the Administrative Agent) as of the end of the preceding Business Day in the
financial market for the first currency or (b) if such report is unavailable for any reason, the spot rate for the purchase of the first currency with the second currency as in effect during the preceding Business Day in the Administrative
Agent’s principal foreign exchange trading office for the first currency. 
 “Subfacility” shall have the meaning set
forth in the recitals hereto. 
 “Subsequent Transaction” shall have the meaning provided in Section 10.05.

 “Subsidiary” shall mean, as to any Person, (i) any corporation, more than 50% of whose stock of any class or
classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by
reason of the happening of any contingency), which is at the time owned by such Person and/or one or more Subsidiaries of such Person and (ii) any partnership, limited liability company, unlimited liability company, association, joint venture
or other entity in which such Person and/or one or more Subsidiaries of such Person has more than a 50% Equity Interest at the time. 

  
 -57- 













 “Subsidiary Borrower” shall mean each U.S. Subsidiary Borrower and the
Canadian Borrowers. 
 “Subsidiary Guarantor” shall mean each U.S. Subsidiary Borrower, U.S. Subsidiary Guarantor, Canadian
Borrower, Canadian Subsidiary Guarantor and English Guarantor. 
 “Supermajority Lenders” shall mean those Non-Defaulting
Lenders which would constitute the Required Lenders under, and as defined in, this Agreement if the percentage “50%” contained therein were changed to “66-2/3%.” 

“Suppressed Availability” shall mean, at any time, the excess at such time of (i) the Borrowing Base over (ii) the
Revolving Commitments; provided that Suppressed Availability shall not at any time exceed an amount equal to 2.5% of the Revolving Commitments at such time. 

“Sustainability
 Coordinator” shall mean, up to two Lenders chosen by the Company at the time, if any, of making any ESG Amendment. 

“Sustainability
 Linked Loan Principles” shall mean the Sustainability Linked Loan Principles published in May 2020 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndication & Trading Association. 
 “Swap Obligation” shall mean any obligation to pay or perform under any
agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. 

“Swingline Commitment” shall mean the U.S. Swingline Commitment and/or the Canadian Swingline Commitment. 

“Swingline Exposure” shall mean the U.S. Swingline Exposure and/or the Canadian Swingline Exposure. 

“Swingline Lender” shall mean the U.S. Swingline Lender and/or the Canadian Swingline Lender. 

“Swingline Loan” shall mean U.S. Swingline Loans and/or Canadian Swingline Loans. 

“Swingline Note” shall mean U.S. Swingline Notes and/or Canadian Swingline Notes. 

“Tax Incentive Transaction” shall mean any arrangement between any Subsidiary of the Company and a development authority or
other similar governmental authority or entity for the purpose of providing property tax incentives to such Subsidiary structured as a Sale-Leaseback Transaction whereby the development authority (i) acquires property from or on behalf of such
Subsidiary, (ii) leases such property back to such Subsidiary, (iii) if and to the extent the development authority issues the bonds to finance such acquisition, 100% of such bonds are purchased and held by the Company or a Wholly-Owned
Subsidiary of the Company, (iv) the rental payments on the lease (disregarding any amount that is concurrently repaid to the Company or a Subsidiary in the form of debt service on any bonds or otherwise) does not exceed amounts such Subsidiary
would have paid in taxes and other amounts had the Sale-Leaseback Transaction not occurred and (v) the Company or such Subsidiary has the option to terminate its lease and reacquire the property for nominal consideration (disregarding any
additional consideration that is concurrently repaid to the Company or a Subsidiary in the form of repayment of any bonds or otherwise) at any time; provided that if at any time any of the foregoing conditions shall cease to be satisfied,
such transaction shall cease to be a Tax Incentive Transaction. 

  
 -58- 













 “Taxes” shall mean any and all present or future taxes, levies, imposts,
duties, deductions, charges, fees, assessments, liabilities or withholdings imposed by any Governmental Authority, including any interest, penalties and additions to tax with respect thereto. 

“Term
SOFR” means, for the applicable corresponding tenor (or if any Available Tenor of a Benchmark does not correspond to an Available Tenor for the applicable Benchmark Replacement, the closest corresponding Available Tenor and if such Available
Tenor corresponds equally to two Available Tenors of the applicable Benchmark Replacement, the corresponding tenor of the shorter duration shall be applied), the forward-looking term rate based on SOFR that has been selected or recommended by the
Relevant Governmental Body.  
 “Test Period” shall mean each
period of four consecutive fiscal quarters of the Company (in each case taken as one accounting period). 
 “Third
Amendment” shall mean that certain Third Amendment, dated as of January 28, 2021, among the Company, the other Credit Parties, the U.S. Administrative Agent, the Canadian Administrative Agent, the Collateral Agent and the Lenders party
thereto. 
 “Third Amendment Effective Date” shall mean January 28, 2021. 

“Threshold Amount” shall mean $50,000,000. 

“Total Leverage Ratio” shall mean, at any time, the ratio of (i) Consolidated Total Debt at such time to
(ii) Consolidated EBITDA for the Test Period then most recently ended for which Section 9.01 Financials were required to have been delivered (or, if no such Test Period has passed, as of the last four quarters of the Company then ended).
If the Total Leverage Ratio is being determined for a given Test Period, Consolidated Total Debt shall be measured on the last day of such Test Period, with Consolidated EBITDA being determined for such Test Period. 

“Transaction” shall mean, collectively, (i) the entering into of the Credit Documents and the incurrence of Loans on the
Closing Date, (ii) the repayment of the “Obligations” under and as defined in the Existing Credit Agreement and (iii) the payment of all Transaction Costs. 

“Transaction Costs” shall mean the fees, premiums and expenses payable by the Company and its Subsidiaries in connection with
the transactions described in clauses (i) through (ii) of the definition of “Transaction.” 
 “Type”
shall mean the type of Loan determined with regard to the interest option applicable thereto, i.e., whether a U.S. Base Rate Loan, LIBO Rate Loan, Canadian Base Rate Loan, Canadian Prime Rate Loan or CDOR Rate Loan. 

“U.K.” shall mean the United Kingdom. 

“U.K. Borrower” shall mean each English Subsidiary which accedes to this Agreement by executing a Borrower Designation
Request and Assumption Agreement pursuant to Section 2.22(a). 

  
 -59- 













 “U.K. Collateral” shall mean all the “Collateral” (or equivalent
term) as defined in each U.K. Security Document and all other property (whether real, personal or otherwise) with respect to which any security interests have been granted (or purported to be granted) by the English Credit Parties pursuant to any
Security Document (including any Additional Security Documents) or will be granted in accordance with the requirements set forth in Section 9.12, Section 9.13 or Section 9.14. 

“UK
Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA
Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment
firms. 
 “UK Resolution Authority” means the Bank of England or any other public administrative authority having
responsibility for the resolution of any UK Financial Institution.  

“U.K. Security Documents” shall mean the English Security Agreement and the other similar security agreements, instruments
and documents executed and delivered pursuant to Section 2.22, Section 9.12, Section 9.13 or Section 9.14 governed by the laws of England and Wales or Northern Ireland. 

“U.K. Tax Schedule” shall mean the tax schedule relating to the U.K. Borrower set forth on Schedule 1.01D. 

“U.S. Administrative Agent” shall have the meaning set forth in the recitals hereto. 

“U.S. Base Rate” shall mean, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds
Rate (which, if negative, shall be deemed to be 0.00%) plus 1⁄2 of 1%, (b) the U.S. Prime Rate and (c) the LIBO Rate for a LIBO Rate Loan with a one month
Interest Period commencing on such day plus 1.00%. Any change in the Base Rate shall take effect at the opening of business on the applicable Business Day. 

“U.S. Base Rate Loan” shall mean each Revolving Loan or FILO Loan which is designated or deemed designated as a U.S. Base
Rate Loan by applicable U.S. Borrower at the time of the incurrence thereof or conversion thereto. 
 “U.S. Borrowers”
shall mean (i) the Company, (ii) Resolute FP U.S. Inc. and (iii) each U.S. Subsidiary of the Company that is designated as an additional U.S. borrower hereunder in accordance with Section 2.22. 

“U.S. Borrowing Base” shall mean, at the time of any determination, an amount equal to the sum of the Dollar amount (for this
purpose, using the Dollar Equivalent of amounts not denominated in Dollars), without duplication, of (a) (I) 85% of the aggregate Outstanding Balance of Eligible U.S. Accounts (other than Eligible Insured and Letter of Credit Backed
Accounts and Eligible Investment Grade Accounts) at such time plus (II) 90% of the aggregate Outstanding Balance of Eligible Insured and Letter of Credit Backed Accounts owned by U.S. Credit Parties at such time plus (III) 90% of the
aggregate Outstanding Balance of Eligible Investment Grade Accounts owned by U.S. Credit Parties at such time plus (b) the lesser of (i) 70% of Eligible U.S. Inventory at such time and (ii) 85% of the Net Orderly Liquidation
Value of Eligible U.S. Inventory at such time (in each case with respect to clauses (i) and (ii) with any Eligible U.S. Inventory to be valued at the lower of cost or market value thereof (net of any intercompany profit)) plus
(c)(i) 100% of all amounts on deposit in U.S. Dominion Accounts (in each case to the extent such amounts constitute cash held in deposit accounts) and (ii) 95% of all other amounts on deposit in securities accounts of a U.S. Credit Party that
are subject to the control of the Collateral 

  
 -60- 













 
Agent (in each case to the extent such amounts constitute Cash Equivalents of the type described in clause (a) of the definition thereof held in such securities accounts) minus
(d) any Reserves established from time to time by the Administrative Agent in accordance herewith; provided, however, that the aggregate amount arising under the preceding clause (c), together with the aggregate amount arising
under clause (c) of the first sentence of the definition of “Canadian Borrowing Base,” shall not exceed $100,000,000. The U.S. Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate
delivered to the Administrative Agent pursuant to Section 9.17(a), adjusted on a pro forma basis as necessary in the Permitted Discretion of the Administrative Agent (pending the delivery of a new Borrowing Base Certificate) to reflect
the impact of any Significant Asset Sale (other than receivables to be factored which are sold pursuant to Section 10.02(iii)) or any other event or circumstance which by the express terms of this Agreement alters the eligibility for
inclusion in the U.S. Borrowing Base of Eligible Accounts, Eligible Inventory, Eligible Insured and Letter of Credit Backed Accounts or Eligible Investment Grade Accounts reflected in such Borrowing Base Certificate. The Administrative Agent shall
have the right (but no obligation) to review the computations in any Borrowing Base Certificate and if, in its Permitted Discretion, such computations have not been calculated in accordance with the terms of this Agreement, the Administrative Agent
shall have the right, in consultation with the Company, to correct any such errors in such manner as it shall determine in its Permitted Discretion and the Administrative Agent will notify the Company promptly after making any such correction. 

“U.S. Collateral” shall mean all property (whether real, personal or otherwise) with respect to which any security interests
have been granted (or purported to be granted) pursuant to any Security Document governed by the laws of the United States (or any state thereof) (including any Additional Security Documents but excluding the Canadian Security Agreement and U.K.
Security Documents) or is required to be granted in accordance with requirements set forth in Section 2.22, Section 9.12, Section 9.13, or Section 9.14, including, without limitation, all collateral as
described in the U.S. Security Agreement. 
 “U.S. Collection Account” shall mean each account established at a U.S. bank
subject to a Deposit Account Control Agreement into which funds shall be transferred as provided in Section 9.17(c). 

“U.S. Collection Bank” shall mean any bank that maintains a U.S. Collection Account. 

“U.S. Credit Party” shall mean each U.S. Borrower and each U.S. Subsidiary Guarantor. 

“U.S. Dilution Reserve” shall mean, at any date, (i) the amount by which the consolidated Dilution Ratio of Eligible
U.S. Accounts exceeds five percent (5%) multiplied by (ii) the Eligible U.S. Accounts on such date. 
 “U.S. Dominion
Account” shall have the meaning set forth in Section 9.17. 
 “U.S. FILO Borrowing Base” shall mean,
at the time of any determination, an amount equal to the sum of the Dollar Equivalent, without duplication, of (a) an advance rate to be agreed between the U.S. FILO Lenders and the U.S. Borrowers (which such advance rate shall be set forth in
the relevant FILO Amendment) of the aggregate Outstanding Balance of Eligible U.S. Accounts plus (b) an advance rate to be agreed between the U.S. FILO Lenders and the U.S. Borrowers (which such advance rate shall be set forth in the
relevant FILO Amendment) of Eligible U.S. Inventory at such time, minus any Reserves established from time to time by the Administrative Agent in accordance herewith. The U.S. FILO Borrowing Base at any time shall be determined by reference
to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 9.17(a), adjusted on a pro forma basis as necessary in the Permitted Discretion of the Administrative Agent (pending the delivery of
a new Borrowing Base Certificate) to reflect the impact of any Significant Asset Sale (other than receivables to 

  
 -61- 













 
be factored which are sold pursuant to Section 10.02(iii) or any other event or circumstance which by the express terms of this Agreement alters the eligibility for inclusion in the
U.S. FILO Borrowing Base of Eligible Accounts or Eligible Inventory reflected in such Borrowing Base Certificate. The Administrative Agent shall have the right (but no obligation) to review the computations in any Borrowing Base Certificate and if,
in its Permitted Discretion, such computations have not been calculated in accordance with the terms of this Agreement, the Administrative Agent shall have the right, in consultation with the Company, to correct any such errors in such manner as it
shall determine in its Permitted Discretion and the Administrative Agent will notify the Company promptly after making any such correction 

“U.S. FILO Commitment” shall mean the commitment of the U.S. FILO Lenders under the U.S. FILO Subfacility to make U.S. FILO
Loans hereunder up to the U.S. FILO Line Cap. 
 “U.S. FILO Exchange Offer” shall have the meaning given in
Section 2.21(a). 
 “U.S. FILO Exposure” shall mean, with respect to the U.S. FILO Lenders under a U.S. FILO
Subfacility at any time, the aggregate principal amount at such time of all outstanding U.S. FILO Loans of such Lender under the U.S. FILO Subfacility. 

“U.S. FILO Lender” shall mean any Lender hereunder that accepts a U.S. FILO Exchange Offer pursuant to
Section 2.21 and has a resulting U.S. FILO Commitment under the U.S. FILO Subfacility. 
 “U.S. FILO Line Cap”
shall mean an amount equal to the lesser of (a) the U.S. FILO Commitments under the U.S. FILO Subfacility and (b) the U.S. FILO Borrowing Base. 

“U.S. FILO Loans” shall mean advances made to or at the instructions of a U.S. Borrower pursuant to Section 2.01
hereof under the U.S. FILO Subfacility. 
 “U.S. FILO Subfacility” shall mean the subfacility resulting from a U.S. FILO
Exchange Offer, if any. 
 “U.S. Issuing Bank” shall mean, as the context may require, (a) Bank of America, N.A. or
any affiliate of Bank of America, N.A. with respect to Letters of Credit issued by it; (b) any other Lender that may become an Issuing Bank pursuant to Sections 2.13(i) and 2.13(k), with respect to Letters of Credit issued by such
Lender; or (c) collectively, all of the foregoing. 
 “U.S. LC Credit Extension” shall mean, with respect to any U.S.
Letter of Credit, the issuance, amendment or renewal thereof or extension of the expiry date thereof, or the increase of the amount thereof. 

“U.S. LC Disbursement” shall mean a payment or disbursement made by the U.S. Issuing Bank pursuant to a U.S. Letter of
Credit. 
 “U.S. LC Documents” shall mean all documents, instruments and agreements delivered by a U.S. Borrower or any
other Person to the U.S. Issuing Bank or the Administrative Agent in connection with any U.S. Letter of Credit. 
 “U.S. LC
Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all outstanding U.S. Letters of Credit at such time plus (b) the aggregate principal amount of all U.S. LC Disbursements that have not yet been
reimbursed at such time. The U.S. LC Exposure of any Revolving Lender at any time shall mean its Pro Rata Percentage of the aggregate U.S. LC Exposure at such time. 

  
 -62- 













 “U.S. LC Obligations” shall mean the sum (without duplication) of
(a) all amounts owing by the U.S. Borrower in respect of any U.S. LC Disbursements (including any payment obligations arising therefrom) and (b) the stated amount of all outstanding U.S. Letters of Credit. 

“U.S. Letter of Credit” shall mean any letters of credit issued or to be issued by the U.S. Issuing Bank under the U.S.
Subfacility for the account of the U.S. Borrowers pursuant to Section 2.13. 
 “U.S. Line Cap” shall mean an
amount that is equal to the lesser of (a) the U.S. Revolving Commitments and (b) the then applicable U.S. Borrowing Base. 

“U.S. Perfection Certificate” shall mean the U.S. Perfection Certificate in the form approved by the Collateral Agent, as the
same may be supplemented from time to time pursuant to Section 9.01(e) or otherwise. 
 “U.S. Prime Rate” shall
mean the rate publicly announced from time to time by the Administrative Agent as its “prime rate,” such “prime rate” to change when and as such prime lending rate changes. The U.S. Prime Rate is set by the Administrative Agent
based upon various factors including Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change. 

“U.S. Protective Advance” shall have the meaning assigned to such term in Section 2.18. 

“U.S. Revolving Borrowing” shall mean a Borrowing comprised of U.S. Revolving Loans or U.S. FILO Loans. 

“U.S. Revolving Commitment” shall mean, with respect to each U.S. Revolving Lender, the commitment, if any, of such Lender to
make U.S. Revolving Loans hereunder up to the amount set forth and opposite such Lender’s name on Schedule 2.01 under the caption “U.S. Revolving Commitment,” or in the Assignment and Assumption Agreement pursuant to which such
Lender assumed its U.S. Revolving Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07, (b) reduced from time to time pursuant to Section 2.21 and (c) reduced or
increased from time to time pursuant to assignments by or to such Lender pursuant to Section 13.04. The aggregate amount of the Lenders’ U.S. Revolving Commitments on the SecondFourth Amendment Effective Date is $200,000,000. 
 “U.S. Revolving Exposure” shall
mean, with respect to any U.S. Revolving Lender at any time, the aggregate principal amount at such time of all outstanding U.S. Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s U.S. LC Exposure, plus the
aggregate amount at such of such Lender’s U.S. Swingline Exposure. 
 “U.S. Revolving Lender” shall mean any Lender
under the U.S. Subfacility. 
 “U.S. Revolving Loans” shall mean advances made to or at the request of a U.S. Borrower
pursuant to Section 2.01(i) or (ii) hereof under the U.S. Subfacility and may constitute U.S. Revolving Loans and U.S. Swingline Loans but shall not include U.S. FILO Loans. 

“U.S. Revolving Note” shall mean each revolving note substantially in the form of Exhibit
B-1 hereto. 

  
 -63- 













 “U.S. Security Agreement” shall have the meaning provided in
Section 6.09. 
 “U.S. Subfacility” shall have the meaning set forth in the recitals hereto. 

“U.S. Subsidiary Borrower” shall mean (i) Resolute FP U.S. Inc. and (ii) each U.S. Subsidiary of the Company that
is designated as an additional U.S. borrower hereunder in accordance with Section 2.22. 
 “U.S. Subsidiary
Guarantor” shall mean (i) each Wholly-Owned Domestic Subsidiary of the Company (other than the U.S. Borrowers) in existence on the SecondFourth Amendment Effective Date that are party to the SecondFourth Amendment and (ii) each Wholly-Owned Domestic Subsidiary established, created or acquired after the
SecondFourth
 Amendment Effective Date which becomes a party to this Agreement in accordance with the requirements of this Agreement pursuant to Section 9.12 or otherwise. 

“U.S. Swingline Commitment” shall mean the commitment of the U.S. Swingline Lender to make loans under the U.S. Subfacility
pursuant to Section 2.12, as the same may be reduced from time to time pursuant to Section 2.07. 
 “U.S.
Swingline Exposure” shall mean at any time the aggregate principal amount at such time of all outstanding U.S. Swingline Loans. The U.S. Swingline Exposure of any U.S. Revolving Lender at any time shall equal its Pro Rata Percentage of the
aggregate U.S. Swingline Exposure at such time. 
 “U.S. Swingline Lender” shall mean Bank of America, N.A. 

“U.S. Swingline Loan” shall mean any Loan made by the Swingline Lender pursuant to Section 2.12. 

“U.S. Swingline Note” shall mean each swingline note substantially in the form of Exhibit
B-3 hereto. 
 “U.S. Tax Compliance Certificate” shall have the meaning
provided in Section 5.01(c). 
 “UCC” shall mean the Uniform Commercial Code in effect in the State of New York
from time to time; provided, however, that, at any time, if by reason of mandatory provisions of law, the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York governs, the term “UCC” shall
mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions relating to such perfection or priority and for purposes of definitions relating to such provisions. 

“Undisclosed Administration” shall mean in relation to a Lender or its direct or indirect parent company the appointment of
an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender or such parent company is subject to
home jurisdiction supervision if applicable law requires that such appointment is not to be publicly disclosed. 
 “Unfunded Pension
Liability” of any Plan shall mean the amount, if any, by which the value of the accumulated plan benefits under the Plan determined in accordance with actuarial assumptions at such time consistent with those prescribed by the PBGC for
purposes of Section 4044 of ERISA, exceeds the fair market value of all plan assets of such Plan. 

  
 -64- 













 “United States” and “U.S.” shall each mean the United
States of America. 
 “Unrestricted Subsidiary” shall mean (i) each Subsidiary of the Company listed on
Schedule 1.01A and (ii) any Subsidiary of the Company designated by the board of directors of the Company as an Unrestricted Subsidiary pursuant to Section 9.16 subsequent to the Closing Date; provided,
however, that no Subsidiary Borrower shall be designated as an Unrestricted Subsidiary. 
 “Unused Line Fee” shall
have the meaning assigned to such term in Section 2.05(a). 
 “Unused Line Fee Rate” shall mean (i) initially,
0.300.25% per annum on the average daily
unused Availability, calculated based upon the actual number of days elapsed over a 365-day year payable quarterly in arrears and (ii) from and after the
delivery by the Company to the Administrative Agent of the Borrowing Base Certificate for the first full fiscal quarter completed after the Closing Date, determined by reference to the following grid on a per annum basis based on the Average Usage
as a percentage of the Revolving Commitments during the immediately preceding fiscal quarter:.
 
  

					
	 Average
Usage
	  	Unused Line Fee Rate	 
	 < 35%
	  	 	0.30	% 
	
> 
35%
	  	 	0.25	% 

 “Weekly Reporting Event” shall mean the occurrence of a date when (a) Specified
Availability shall have been less than the greater of (i) 10% of the Line Cap and (ii) $45,000,00040,000,000, in either case at any time, until such date as
(b) Specified Availability shall have been at least equal to the greater of (i) 10% of the Line Cap and (ii) $45,000,00040,000,000 over a period of 30 consecutive calendar days. 

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by
dividing (i) the then outstanding principal amount of such Indebtedness into (ii) the product obtained by multiplying (x) the amount of each then remaining installment or other required scheduled payments of principal, including
payment at final maturity, in respect thereof, by (y) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment. 

“Wholly-Owned Domestic Subsidiary” shall mean, as to any Person, any Wholly-Owned Subsidiary of such Person which is a
Domestic Subsidiary of such person. 
 “Wholly-Owned Foreign Subsidiary” shall mean, as to any Person, any Wholly-Owned
Subsidiary of such Person which is a Foreign Subsidiary of such Person. 
 “Wholly-Owned Restricted Subsidiary” shall mean,
as to any Person, any Wholly-Owned Subsidiary of such Person which is a Restricted Subsidiary of such Person. 
 “Wholly-Owned
Subsidiary” shall mean, as to any Person, (i) any corporation 100% of whose capital stock is at the time owned by such Person and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any partnership, association, joint
venture or other entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such Person owns 100% of the Equity Interests at such time (other than, in the case of a Foreign Subsidiary with respect to preceding clauses (i) or
(ii), director’s qualifying shares and/or other nominal amounts of shares required to be held by Persons other than the Company and any Restricted Subsidiary under applicable law). 

  
 -65- 













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

1.02. Terms Generally. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the
terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the
phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having 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. 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 of this Agreement unless the context shall otherwise require. All references herein to Articles, Sections, paragraphs, clauses, subclauses,
Exhibits and Schedules shall be deemed references to Articles, Sections, paragraphs, clauses and subclauses of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Unless otherwise expressly provided herein,
(a) all references to documents, instruments and other agreements (including the Credit Documents and organizational documents) shall be deemed to include all subsequent amendments, restatements, amendments and restatements, supplements and
other modifications thereto, but only to the extent that such amendments, restatements, amendments and restatements, supplements and other modifications are not prohibited by any Credit Document and (b) references to any law, statute, rule or
regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law. Unless otherwise specified, all references herein to times of day shall be references to Eastern time
(daylight or standard, as applicable). Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited
liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition
or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint
venture or any other like term shall also constitute such a Person or entity). 
 1.03. Uniform Commercial Code and PPSA. As used
herein, the following terms are defined in accordance with the UCC in effect in the State of New York (and with respect to any Canadian Credit Party, such definition or correlative terms (if existing) under the PPSA shall be defined in accordance
with the PPSA) from time to time: “Chattel Paper,” “Commercial Tort Claim,” “Contract,” “Deposit Account,” “Document” (“document of title” as defined in the PPSA), “Equipment,”
“General Intangibles (“intangibles” as defined in the PPSA),” “Goods” and “Instrument.” 
 1.04.
Exchange Rates; Currency Equivalent. All references in the Credit Documents to Loans, Letters of Credit, Obligations, Borrowing Base components and other amounts shall be denominated in Dollars, unless expressly provided otherwise. The Dollar
Equivalent of any amounts denominated or reported under a Credit Document in a currency other than Dollars shall be determined by the Administrative Agent on a daily basis, based on the current Spot Rate. The Company shall report value 

  
 -66- 













 
and other Borrowing Base components to the Administrative Agent in the currency invoiced by the Company or shown in the Company’s financial records, and unless expressly provided otherwise,
shall deliver financial statements and calculate financial covenants in Dollars. Notwithstanding anything herein to the contrary, if any Obligation is funded and expressly denominated in a currency other than Dollars, the Borrowers shall repay such
Obligation in such other currency. 
 1.05. Interpretation (Quebec). For purposes of any Collateral located in the Province of Quebec
or charged by any deed of hypothec (or any other Credit Document) and for all other purposes pursuant to which the interpretation or construction of a Credit Document may be subject to the laws of the Province of Quebec or a court or tribunal
exercising jurisdiction in the Province of Quebec, (a) “personal property” shall be deemed to include “movable property,” (b) “real property” shall be deemed to include “immovable property,”
(c) “tangible property” shall be deemed to include “corporeal property,” (d) “intangible property” shall be deemed to include “incorporeal property,” (e) “security interest,”
“mortgage” and “lien” shall be deemed to include a “hypothec,” “prior claim” and a “resolutory clause,” (f) all references to filing, registering or recording under the UCC or the PPSA shall be
deemed to include publication under the Civil Code of Quebec, (g) all references to “perfection” of or “perfected” Liens shall be deemed to include a reference to an “opposable” or “set up” Liens as
against third parties, (h) any “right of offset,” “right of setoff” or similar expression shall be deemed to include a “right of compensation,” (i) “goods” shall be deemed to include “corporeal
movable property” other than chattel paper, documents of title, instruments, money and securities, (j) an “agent” shall be deemed to include a “mandatary,” (k) “construction liens” shall be deemed to
include “legal hypothecs,” (l) “joint and several” shall be deemed to include “solidary,” (m) “gross negligence or willful misconduct” shall be deemed to be “intentional or gross fault,”
(n) “beneficial ownership” shall be deemed to include “ownership on behalf of another as mandatary,” (o) “easement” shall be deemed to include “servitude,” (p) “priority” shall be
deemed to include “prior claim,” (q) “survey” shall be deemed to include “certificate of location and plan,” (r) “fee simple title” shall be deemed to include “absolute ownership” and
(s) “ground lease” shall be deemed to include “emphyteutic lease.” 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 (except if another language is required under any applicable law) 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 (sauf si une autre langue est requise en vertu d’une loi applicable). 

1.06. Currency Fluctuations. If at any time following one or more fluctuations in the exchange rate of the Canadian Dollar against the
Dollar (a) the equivalent amount in Canadian Dollars of Obligations under the Revolving Loans in Dollars (based on the applicable Spot Rate) plus Obligations under the Revolving Loans in Canadian Dollars exceeds the limit of the Borrowing Base
or (b) any part of the Obligations exceeds any other limit set forth herein for such Obligations, in each case by more than $1,000,000 or C$1,000,000, as applicable, the Company shall within three (3) Business Days of written notice of
same from the Administrative Agent or, if an Event of Default has occurred and is continuing, immediately (i) make the necessary payments or repayments to reduce such Obligations to an amount necessary to eliminate such excess or
(ii) maintain or cause to be maintained with the Administrative Agent deposits in an amount equal to or greater than the amount of such excess, such deposits to be maintained in such form and upon such terms as are acceptable to the
Administrative Agent. Without in any way limiting the foregoing provisions, the Administrative Agent shall, weekly or more frequently in the Administrative Agent’s sole discretion, make the necessary exchange rate calculations to determine
whether any such excess exists on such date. 

  
 -67- 













 1.07. Divisions. For all purposes under the Credit Documents, in connection with any
Division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a
different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of
its existence by the holders of its Equity Interests at such time. 

1.08. Limited
Condition Transactions . Notwithstanding anything to the
contrary in this Agreement, in connection with any action being taken in connection with a Limited Condition Transaction (other than (a) the making by any Lender or Issuing Bank, as applicable, of any Credit Extension unless otherwise agreed by
such Lender or Issuing Bank and (b) determining Specified Availability for purposes of the Payment Conditions), for purposes of:  

(i)
 determining compliance with any provision of this Agreement that requires the calculation of any financial ratio or test, including the Consolidated Fixed Charge Coverage Ratio, Interest Coverage Ratio and Total Leverage Ratio; 

(ii)
 testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or Consolidated Total Assets, as applicable); or 

(iii)
 determining other compliance with this Agreement (including the determination that representations and warranties are true and correct (other than the Specified Representations) and that no Default or Event of Default (or any type of Default or
Event of Default) has occurred, is continuing or would result therefrom); 
 in each case, at the option of the Company (the Company’s election to exercise such option in connection with any
Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be made (1) in the case of any acquisition (including by way of merger or amalgamation) or similar
Investment (including the assumption or incurrence of Indebtedness or Liens in connection therewith), at the time of (or, in the case of any calculation or any financial ratio or test, with respect to, or as of the last day of the most recently
ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or Investment, (y) the public announcement of an intention to make an offer in respect of the target of such
acquisition or Investment or (z) the consummation of such acquisition or Investment, (2) in the case of any dividend, at the time of (or, in the case of any calculation or any financial ratio or test, with respect to, or as of the last day
of the most recently ended Test Period at the time of) (x) the irrevocable declaration of such dividend or (y) the making of such dividend and (3) in the case of any voluntary or optional payment or prepayment on or redemption or
acquisition for value of any Indebtedness subject to Section 10.07(a), at the time of (or, in the case of any calculation or any financial ratio or test, with respect to, or as of the last day of the most recently ended Test Period at the time
of) (x) delivery of irrevocable (which may be conditional) notice with respect to such payment or prepayment or redemption or acquisition of such Indebtedness or (y) the making of such voluntary or optional payment or prepayment on or
redemption or acquisition for value of any Indebtedness (the “LCT Test Date”), and if, for the Limited Condition Transaction (and the other transactions to be entered into in connection therewith), the Company or any of its Restricted
Subsidiaries would have been permitted to take such action on the relevant LCT Test Date (on a Pro Forma Basis after giving effect to such action) in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been
complied with. For the avoidance of doubt, if the Company has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result
of fluctuations in any such ratio, test or basket,  

  
 -68- 













 
including due to fluctuations in Consolidated EBITDA or
Consolidated Total Assets of the Company or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been
complied with as a result of such fluctuations; provided, that, notwithstanding anything to the contrary herein, if financial statements for one or more subsequent Test Periods shall have become available, the Company may elect, in its sole
discretion, to re-determine all such financial ratios or tests, with respect to, or as of the last day of, the most recently ended Test Period on the basis of such financial statements, in which case such date of redetermination shall thereafter be
deemed to be the LCT Test Date for purposes of such baskets, ratios and financial metrics. If the Company has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any ratio, test or basket
availability with respect to the incurrence of Indebtedness or Liens, the making of dividends, the making of any Permitted Investment, mergers, amalgamations, the conveyance, lease or other transfer of all or substantially all of the assets of the
Company, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the
earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement, public announcement or irrevocable notice for such Limited Condition Transaction is terminated, revoked or expires without
consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis assuming
such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated. 

Section 2 Amount and Terms of Credit. 

2.01. Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender
agrees, severally and not jointly, to make (i) under the U.S. Subfacility, U.S. Revolving Loans to the U.S. Borrowers in Dollars, at any time and from time to time on and after the Closing Date until the earlier of one Business Day prior to the
Maturity Date and the termination of the U.S. Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in the Availability Conditions not being met;
provided that, following a U.S. FILO Exchange Offer, no U.S. Revolving Loans may be made to any U.S. Borrower unless the amount of outstanding U.S. FILO Loans is equal to the U.S. FILO Line Cap, if any U.S. FILO Subfacility exists at such
time; or (ii) under the Canadian Subfacility, Canadian Revolving Loans to the Canadian Borrowers or U.K. Borrowers, if any, in Dollars or Canadian Dollars or to U.S. Borrowers in Dollars or Canadian Dollars, at any time and from time to time on
and after the Closing Date until the earlier of one Business Day prior to the Maturity Date and the termination of the Canadian Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time
outstanding that will not result in the Availability Conditions not being met; provided that, following a Canadian FILO Exchange Offer, no Canadian Revolving Loans may be made to any Borrower unless the amount of outstanding Canadian FILO
Loans is equal to the Canadian FILO Line Cap, if any Canadian FILO Subfacility exists at such time. Subject to the terms and conditions set forth herein, the Canadian FILO Lenders agree to make Canadian FILO Loans to the Canadian Borrowers or U.K.
Borrowers, if any, in Dollars or Canadian Dollars, or the U.S. Borrowers in Dollars or Canadian Dollars, following a Canadian FILO Exchange Offer and thereafter until the earlier of one Business Day prior to the Maturity Date and the termination of
the Canadian FILO Commitment of such Lender in an aggregate principal amount that will not result in the aggregate amount of Canadian FILO Loans exceeding the Canadian FILO Line Cap. Subject to the terms and conditions set forth herein, the U.S.
FILO Lenders agree to make U.S. FILO Loans to the U.S. Borrowers in Dollars following a U.S. FILO Exchange Offer and thereafter until the earlier of one Business Day prior to the Maturity Date and the termination of the U.S. FILO Commitment of such
Lender in an aggregate principal amount that will not 

  
 -69- 













 
result in the aggregate amount of the U.S. FILO Loans exceeding the U.S. FILO Line Cap. Within the limits set forth above and subject to the terms, conditions and limitations set forth herein,
the Borrowers may borrow, pay or prepay and reborrow Revolving Loans under each applicable Subfacility and may borrow, pay or prepay and reborrow FILO Loans under each applicable FILO Subfacility. All U.S. Borrowers shall be jointly and severally
liable as borrowers for all Borrowings of each U.S. Borrower regardless of which U.S. Borrower received the proceeds thereof. All Canadian Borrowers and U.K. Borrowers, if any, shall be jointly and severally liable as borrowers for all Borrowings of
each Canadian Borrower and U.K. Borrower regardless of which Canadian Borrower or U.K. Borrower received the proceeds thereof. 
 2.02.
Loans. 
 (a) Each (i) U.S. Revolving Loan (other than U.S. Swingline Loans) shall be made as part of a Borrowing consisting of
U.S. Revolving Loans made by the U.S. Revolving Lenders ratably in accordance with their applicable U.S. Revolving Commitments, (ii) Canadian Revolving Loan (other than Canadian Swingline Loans) shall be made as part of a Borrowing consisting
of Canadian Revolving Loans made by the Canadian Revolving Lenders ratably in accordance with their applicable Canadian Revolving Commitments, (iii) Canadian FILO Loan shall be made as part of a Borrowing consisting of Canadian FILO Loans made
by the Canadian FILO Lenders ratably in accordance with their applicable Canadian FILO Commitments and (iv) U.S. FILO Loan shall be made as part of a Borrowing consisting of U.S. FILO Loans made by the U.S. FILO Lenders ratably in accordance
with their applicable U.S. FILO Commitments; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be
responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), Loans (other than Swingline Loans) comprising any Borrowing shall be in
an aggregate principal amount that is (i) (A) in the case of LIBO Rate Loans, an integral multiple of $250,000 and not less than $1,000,000 and (B) in the case of CDOR Rate Loans, an integral multiple of C$250,000 and not less than
C$1,000,000 or (ii) equal to the remaining available balance of the applicable Revolving Commitments. 
 (b) Subject to
Section 3.01, each Borrowing of U.S. Revolving Loans or U.S. FILO Loans shall be comprised entirely of U.S. Base Rate Loans or LIBO Rate Loans and each Borrowing of Canadian Revolving Loans or Canadian FILO Loans shall be comprised
entirely of Canadian Base Rate Loans, Canadian Prime Rate Loans, CDOR Rate Loans or LIBO Rate Loans, as the Relevant Borrower may request pursuant to Section 2.03. Each applicable Lender may at its option make any LIBO Rate Loan or CDOR
Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan to each applicable Lender in
accordance with the terms of this Agreement or cause the Borrowers to pay additional amounts pursuant to Section 3.01. Borrowings of more than one Type may be outstanding at the same time; provided that the Borrowers shall not be
entitled to request any Borrowing that, if made, would result in more than ten Borrowings of LIBO Rate Loans or ten Borrowings of CDOR Rate Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different
Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. 
 (c) Except with respect
to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan (other than Swingline Loans) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds as the Administrative Agent
may designate not later than 3:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Relevant Borrower in the applicable Notice of Borrowing maintained with the
Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived, return the amounts so received to the respective Lenders. 

  
 -70- 













 (d) Unless the Administrative Agent shall have received notice from a Lender prior to the
date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent
on the date of such Borrowing in accordance with clause (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Relevant Borrower on such date a corresponding amount. If the Administrative Agent
shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Relevant Borrower severally agree to repay to the Administrative Agent forthwith on
demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of a Borrower, as
applicable, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which
determination shall be conclusive absent manifest error). 
 (e) Notwithstanding any other provision of this Agreement, no Borrower shall be
entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. 

(f) If an Issuing Bank shall not have received from the Relevant Borrower the payment required to be made by Section 2.13(e) within
the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the LC Disbursement and the Administrative Agent will promptly notify each applicable Revolving Lender of such LC Disbursement and its Pro Rata
Percentage thereof. Each such Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent on such date (or, if such Revolving Lender shall have received such notice later than 12:00 (noon), New York City
time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such LC Disbursement (it being understood that such amount shall be deemed to
constitute a U.S. Base Rate Loan or Canadian Base Rate Loan (for LC Disbursements denominated in Dollars) or a Canadian Prime Rate Loan (for LC Disbursements denominated in Canadian Dollars) of such Lender, and such payment shall be deemed to have
reduced the applicable LC Exposure), and the Administrative Agent will promptly pay to such Issuing Bank amounts so received by it from the applicable Revolving Lenders. The Administrative Agent will promptly pay to the applicable Issuing Bank any
amounts received by it from the applicable Borrower pursuant to Section 2.13(e) prior to the time that any Revolving Lender makes any payment pursuant to this clause (f); any such amounts received by the Administrative Agent thereafter
will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the applicable Issuing Bank, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage
of such LC Disbursement available to the Administrative Agent as provided above, such Lender and the Relevant Borrower, as applicable, severally agree to pay interest on such amount, for each day from and including the date such amount is required
to be paid in accordance with this clause (f) to but excluding the date such amount is paid, to the Administrative Agent for the account of the applicable Issuing Bank at (i) in the case of the Relevant Borrower, a rate per annum equal to
the interest rate applicable to Revolving Loans pursuant to Section 2.06(a) and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which
determination shall be conclusive absent manifest error). 

  
 -71- 













 2.03. Borrowing Procedure. To request a Revolving Borrowing under the U.S.
Subfacility or Canadian Subfacility, or the U.S. FILO Subfacility or Canadian FILO Subfacility, if any, the Relevant Borrower shall notify the Administrative Agent of such request by telecopy or electronic transmission (i) in the case of a
Borrowing of LIBO Rate Loans, not later than 12:00 noon, New York City time, three Business Days before the date of the proposed Borrowing, (ii) in the case of a Borrowing of U.S. Base Rate Loans (other than Swingline Loans), not later than
12:00 noon, New York City time, on the Business Day of the proposed Borrowing, (iii) in the case of a Borrowing of CDOR Rate Loans, not later than 12:00 noon, New York City time, three Business Days before the date of the proposed Borrowing,
(iv) in the case of a Borrowing of Canadian Base Rate Loans (other than Canadian Swingline Loans), not later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing or (v) in the case of a Borrowing of Canadian
Prime Rate Loans (other than Canadian Swingline Loans), not later than 12:00 noon, New York City, on the Business Day of the proposed Borrowing. Each such written Notice of Borrowing shall specify the following information: 

(a) the aggregate amount of such Borrowing; 

(b) the date of such Borrowing, which shall be a Business Day; 

(c) whether such Borrowing is to be a Borrowing of U.S. Base Rate Loans, a Borrowing of LIBO Rate Loans, a Borrowing of
Canadian Base Rate Loans, a Borrowing of Canadian Prime Rate Loans or a Borrowing of CDOR Rate Loans; 
 (d) in the case of a
Borrowing of LIBO Rate Loans or CDOR Rate Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; 

(e) the location and number of the account to which funds are to be disbursed; 

(f) the Subfacility or FILO Subfacility, as applicable, under which the Loans are to be borrowed; 

(g) the currency of the Borrowing; and 

(h) that the conditions set forth in Section 6 or Section 7, as applicable, are satisfied or waived as
of the date of the notice. 
 If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Borrowing of
U.S. Base Rate Loans for U.S. Borrowers and of Canadian Prime Rate Loans (for Borrowings in Canadian Dollars under the Canadian Subfacility or the Canadian FILO Subfacility) or Canadian Base Rate Loans (for Borrowings in Dollars under the U.S.
Subfacility or the U.S. FILO Subfacility), as applicable, for the Canadian Borrowers or U.K. Borrowers, if any. If no Interest Period is specified with respect to any requested Borrowing of LIBO Rate Loans or CDOR Rate Loans, then the Relevant
Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no currency is specified, then the requested Borrowing shall be made in Dollars for U.S. Borrowers and Canadian Dollars for the Canadian Borrowers or U.K.
Borrowers, if any. Promptly following receipt of a Notice of Borrowing in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made
as part of the requested Borrowing. 

  
 -72- 













 2.04. Evidence of Debt; Repayment of Loans. 

(a) Each U.S. Borrower, jointly and severally, hereby unconditionally promises to pay (i) to the Administrative Agent (A) for the
account of each U.S. Revolving Lender, the then unpaid principal amount of each U.S. Revolving Loan of such U.S. Revolving Lender, (B) for the account of each Canadian Lender, the then unpaid amount of each Canadian Revolving Loan borrowed by
the U.S. Borrowers of such Canadian Lender, (C) for the account of each U.S. FILO Lender, if applicable, the then unpaid principal amount of each U.S. FILO Loan of such U.S. FILO Lender and (D) for the account of each Canadian FILO Lender,
if applicable, the then unpaid principal amount of each Canadian FILO Loan borrowed by the U.S. Borrowers of such Canadian FILO Lender, in each case, on the Maturity Date and (ii) to each U.S. Swingline Lender the then unpaid principal amount
of each applicable Swingline Loan on the Maturity Date. Each Canadian Borrower and U.K. Borrower, if any, jointly and severally, hereby unconditionally promises to pay (i) to the Administrative Agent (A) for the account of each Canadian
Revolving Lender, the then unpaid principal amount of each Canadian Revolving Loan of such Canadian Revolving Lender and (B) for the account of each Canadian FILO Lender, if applicable, the then unpaid principal amount of each Canadian FILO
Loan of such Canadian FILO Lender, in each case, on the Maturity Date and (ii) to the Canadian Swingline Lender the then unpaid principal amount of each applicable Canadian Swingline Loan on the Maturity Date. 

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to
such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. The Company shall be entitled to review records of
such accounts with prior reasonable notice during normal business hours. 
 (c) The Administrative Agent shall maintain accounts in which it
will record (i) the amount of each Loan made hereunder, the Type thereof, the currency thereof and the Interest Period applicable thereto; (ii) the amount of any principal or interest due and payable or to become due and payable from the
Borrowers to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender. The Company shall be entitled to review records of such accounts with prior reasonable notice during normal business hours. 

(d) The entries made in the accounts maintained pursuant to clauses (b) and (c) above shall be prima facie evidence of the
existence and amounts of the obligations therein recorded absent manifest error; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations
of the Borrowers to repay the Loans in accordance with their terms. 
 (e) Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, the Relevant Borrowers shall promptly prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in
the form of Exhibit B-1, Exhibit B-2, Exhibit B-3 or Exhibit
B-4, as applicable. 
 2.05. Fees. 

(a) Unused Line Fee. With respect to (x) (i) the U.S. Subfacility, the U.S. Borrowers shall, jointly and severally, pay, and
(ii) the Canadian Subfacility, the Canadian Borrowers and U.K. Borrowers, if any, shall, jointly and severally, pay, in each case, to the Administrative Agent, for the pro rata benefit of the Lenders (other than any Defaulting Lender) under
each Subfacility, a fee in Dollars equal to the Unused Line Fee Rate multiplied by the amount by which the Revolving Commitments (other than Revolving Commitments of a Defaulting Lender) under such Subfacility exceed the average daily balance of
outstanding Revolving Loans (other than Swingline Loans) under such Subfacility, and the stated 

  
 -73- 













 
amount of outstanding Letters of Credit under such Subfacility during any fiscal quarter and (y) (i) each U.S. FILO Subfacility, the U.S. Borrowers shall, jointly and severally, pay,
and (ii) each Canadian FILO Subfacility, the Canadian Borrowers and U.K. Borrowers, if any, shall, jointly and severally, pay, in each case, the fee in respect of which the Revolving Commitments thereunder exceed the average daily balance of
outstanding Revolving Loans (other than Swingline Loans) thereunder set forth in the relevant FILO Amendment (such fee pursuant to this Section 2.05(a), the “Unused Line Fee”). Such fee shall accrue commencing on the
Closing Date, and will be payable in arrears, on the first day of each fiscal quarter, commencing July 1, 2015. 
 (b) Administrative
Agent Fees. The U.S. Borrowers, jointly and severally, agree to pay, and the Canadian Borrowers and U.K. Borrowers, if any, jointly and severally, agree to pay, to the Administrative Agent, for its own account, the fees payable in the amounts
and at the times separately agreed upon between the Company and the Administrative Agent. 
 (c) LC and Fronting Fees. The U.S.
Borrowers, jointly and severally, agree to pay, and the Canadian Borrowers and U.K. Borrowers, if any, jointly and severally, agree to pay (i) to the Administrative Agent for the account of each applicable Revolving Lender a participation fee
(the “LC Participation Fee”) in Dollars, for Letters of Credit denominated in Dollars, or Canadian Dollars, for Letters of Credit denominated in Canadian Dollars, with respect to its participations in Letters of Credit, which shall
accrue at a rate equal to the Applicable Margin from time to time used to determine the interest rate on LIBO Rate Loans which are Revolving Loans (not FILO Loans) pursuant to Section 2.06, on the average daily amount of such
Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment
terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank a fronting fee (“Fronting Fee”) in Dollars, for Letters of Credit denominated in Dollars, or Canadian Dollars, for
Letters of Credit denominated in Canadian Dollars, which shall accrue at the rate of 0.125% per annum (or such other amount as the Issuing Bank and the Relevant Borrower may agree) on the outstanding face amount of Letters of Credit issued by
such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on
which there ceases to be any LC Exposure, as well as each Issuing Bank’s standard and reasonable fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder as agreed among the
Relevant Borrower and such Issuing Bank from time to time. LC Participation Fees and Fronting Fees accrued through and including the last day of March, June, September and December of each year shall be payable on the first calendar day following
such last day, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the
Revolving Commitments terminate shall be payable on demand (including documentation reasonably supporting such request). Any other fees payable to the Issuing Banks pursuant to this clause (c) shall be payable on demand (together with backup
documentation supporting such reimbursement request). All LC Participation Fees and Fronting Fees shall be computed on the basis of a year of 365 days and shall be payable for the actual number of days elapsed (including the first day but excluding
the last day). 
 (d) Subject to Section 2.10(a), all fees shall be paid on the dates due, in immediately available funds, to the
Administrative Agent for distribution, if and as appropriate, among the applicable Lenders (other than Defaulting Lenders), except that the Fronting Fees shall be paid directly to each Issuing Bank. Once paid, none of the fees shall be refundable
under any circumstances. 

  
 -74- 













 2.06. Interest on Loans. 

(a) Subject to the provisions of Section 2.06(f), the Loans comprising each Borrowing of U.S. Base Rate Loans, including each U.S.
Swingline Loan, shall bear interest at a rate per annum equal to the U.S. Base Rate plus the Applicable Margin in effect from time to time. 

(b) Subject to the provisions of Section 2.06(f), the Loans comprising each Borrowing of LIBO Rate Loans shall bear interest at a
rate per annum equal to the LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin in effect from time to time. 

(c) Subject to the provisions of Section 2.06(f), the Loans comprising each Borrowing of Canadian Base Rate Loans, including each
Canadian Swingline Loan denominated in Dollars, shall bear interest at a rate per annum equal to the Canadian Base Rate plus the Applicable Margin in effect from time to time. 

(d) Subject to the provisions of Section 2.06(f), the Loans comprising each Borrowing of Canadian Prime Rate Loans, including each
Canadian Swingline Loan denominated in Canadian Dollars, shall bear interest at a rate per annum equal to the Canadian Prime Rate plus the Applicable Margin in effect from time to time. 

(e) Subject to the provisions of Section 2.06(f), the Loans comprising each Borrowing of CDOR Rate Loans denominated in Canadian
Dollars shall bear interest at a rate per annum equal to the CDOR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin in effect from time to time. 

(f) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fees or other amount payable by the Borrowers hereunder
is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of, or interest on,
any Loan, 2.00% plus the rate otherwise applicable to such Loan or (ii) in the case of any other amount, 2.00% plus the rate applicable to U.S. Base Rate Loans (in each case, the “Default Rate”). 

(g) Accrued interest on (x) each U.S. Base Rate Loan, Canadian Base Rate and Canadian Prime Rate Loan shall be payable in arrears on each
Adjustment Date and on the Maturity Date commencing with July 1, 2015 and (y) each LIBO Rate Loan and CDOR Rate Loan shall be payable on the last day of each Interest Period and on the Maturity Date; provided that if any Interest
Period exceeds three months, accrued interest shall be payable on the respective dates that fall every three months after the beginning of such Interest Period and, in the case of Revolving Loans and FILO Loans, shall be payable upon termination of
the Revolving Commitments; provided that (i) interest accrued pursuant to Section 2.06(f) shall be payable on demand and, absent demand, on each Adjustment Date and upon termination of the Revolving Commitments, (ii) in
the event of any repayment or prepayment of any Loan (other than a prepayment of a U.S. Base Rate Loan, Canadian Base Rate Loan or Canadian Prime Rate Loan prior to the end of the Revolving Availability Period), accrued interest on the principal
amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any LIBO Rate Loan or CDOR Rate Loan prior to the end of the current Interest Period therefor, accrued interest on
such Loan shall be payable on the effective date of such conversion. 
 (h) All interest and fees hereunder shall be computed on the basis of
a year of 365 days, except that interest computed by reference to the LIBO Rate (other than U.S. Base Rate Loans and Canadian Base Rate Loans determined by reference to the LIBO Rate) shall be computed on the basis of a year of 360 days, and in each
case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable U.S. Base Rate, Canadian Base Rate or LIBO Rate shall be determined by the Administrative Agent in accordance with the
provisions of this Agreement and such determination shall be conclusive absent manifest error. 

  
 -75- 













 (i) For purposes of the Interest Act (Canada), (i) whenever any interest or fee
under this Agreement is calculated using a rate based on a year of 360 days or any other period of time that is less than a calendar year, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to
(x) the applicable rate based on a year of 360 days or any other period, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest is payable (or compounded) ends and (z) divided by
360, or such other period of time that is less than the calendar year, (ii) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement and (iii) the rates of interest stipulated in this
Agreement are intended to be nominal rates and not effective rates or yields. The Administrative Agent agrees that if requested in writing by the Borrowers it shall calculate the nominal and effective per annum rate of interest on any outstanding
Loan at any time and provide such information to the Borrowers; provided that any error in any such calculation, or any failure to provide such information on request, shall not relieve the Borrowers or any of the other Credit Parties of any
of their obligations under this Agreement or any other Credit Documents, nor result in any liability to the Administrative Agent or the Lenders. 

(j) Notwithstanding anything to the contrary contained in this Agreement or in any other Credit Document, solely to the extent that a court of
competent jurisdiction finally determines that the calculation or determination of interest or any fee payable by the Canadian Borrowers in respect of the Obligations of the Canadian Borrowers pursuant to this Agreement and the other Credit
Documents shall be governed by or subject to the laws of any jurisdiction of Canada or the federal laws of Canada, in no event shall the aggregate “interest” (as defined in Section 347 of the Criminal Code, R.S.C. 1985, c. C-46, as
the same shall be amended, replaced or re-enacted from time to time) payable by the Canadian Credit Parties to the Administrative Agent or any Lender under this Agreement or any other Credit Document exceed the effective annual rate of interest on
the “credit advanced” (as defined in that section) under this Agreement or such other Credit Document lawfully permitted under that section and, if any payment, collection or demand pursuant to this Agreement or any other Credit Document
in respect of “interest” (as defined in that section) is determined to be contrary to the provisions of that section, such payment, collection or demand shall be deemed to have been made by mutual mistake of the Administrative Agent, the
applicable Lenders and the Canadian Credit Parties and the amount of such payment or collection shall be refunded by the Administrative Agent and such Lenders to the Canadian Borrowers. For the purposes of this Agreement and each other Credit
Document to which any Canadian Borrowers are a party, the effective annual rate of interest payable by the Canadian Borrowers shall be determined in accordance with generally accepted actuarial practices and principles over the term of the Loans on
the basis of annual compounding for the lawfully permitted rate of interest and, in the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by and for the account of the Canadian Borrowers will be conclusive
for the purpose of such determination in the absence of evidence to the contrary. 
 2.07. Termination and Reduction of Commitments.

 (a) Except as otherwise provided in Section 2.19, the Revolving Commitments, the Swingline Commitment, and the LC Commitment
shall automatically terminate on the Maturity Date. 
 (b) The Company may at any time terminate, or from time to time reduce, the Revolving
Commitments of any Class; provided that (i) any such reduction shall be in an amount that is an integral multiple of $1,000,000 and (ii) the Revolving Commitments under any Subfacility shall not be terminated or reduced if, after
giving effect to any concurrent prepayment of the Revolving Loans under such 

  
 -76- 













 
Subfacility in accordance with Section 2.09, the Revolving Exposures under such Subfacility would exceed the Revolving Commitments under such Subfacility. Once initiated, the U.S.
FILO Commitments or Canadian FILO Commitments may not be reduced unless all Revolving Loans under the corresponding Subfacility have been previously or are concurrently repaid in full. 

(c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under clause (b) of
this Section 2.07 at least two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall
advise the Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section 2.07 shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice
shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in
accordance with their respective Revolving Commitments. 
 2.08. Interest Elections. 

(a) Each Revolving Borrowing initially shall be of the Type specified in the applicable Notice of Borrowing and, in the case of a Borrowing of
LIBO Rate Loans or CDOR Rate Loans, shall have an initial Interest Period as specified in such Notice of Borrowing. Thereafter, the Relevant Borrower may elect to convert such Borrowing, with respect to the U.S. Subfacility, the U.S. FILO
Subfacility, the Canadian Subfacility and the Canadian FILO Subfacility, as applicable, to a different Type or to continue such Borrowing and, in the case of a Borrowing of LIBO Rate Loans or CDOR Rate Loans, may elect Interest Periods therefor, all
as provided in this Section 2.08. The Relevant Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the
Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding anything to the contrary, the Borrowers shall not be entitled to request any conversion or continuation that, if
made, would result in more than ten Borrowings of LIBO Rate Loans or ten Borrowings of CDOR Rate Loans, outstanding hereunder at any one time. This Section 2.08 shall not apply to Swingline Loans, which may not be converted or continued.

 (b) To make an election pursuant to this Section 2.08, the Relevant Borrower shall notify the Administrative Agent of such
election by electronic transmission of a Notice of Conversion/Continuation by the time that a Notice of Borrowing would be required under Section 2.03 if such Borrower was requesting a Revolving Borrowing of the Type resulting from such
election to be made on the effective date of such election, subject to Section 3.05. Each such Notice of Conversion/Continuation shall be substantially in the form of Exhibit A-2, unless
otherwise agreed to by the Administrative Agent and the relevant Borrower. Each Notice of Conversion/Continuation shall be irrevocable. 

(c) Each written Notice of Conversion/Continuation shall specify the following information: 

(i) the Borrowing to which such Notice of Conversion/Continuation applies and, if different options are being elected with
respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting
Borrowing); 
 (ii) the effective date of the election made pursuant to such Notice of Conversion/Continuation, which shall
be a Business Day; 

  
 -77- 













 (iii) whether the resulting Borrowing is to be a Borrowing of U.S. Base Rate
Loans, a Borrowing of LIBO Rate Loans, a Borrowing of Canadian Base Rate Loans, a Borrowing of Canadian Prime Rate Loans or a Borrowing of CDOR Rate Loans; 

(iv) the currency of the resulting Borrowing; and 

(v) if the resulting Borrowing is a Borrowing of LIBO Rate Loans or CDOR Rate Loans, the Interest Period to be applicable
thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.” 

If any such Notice of Conversion/Continuation requests a Borrowing of LIBO Rate Loans or CDOR Rate Loans but does not specify an Interest
Period, then the Relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration. No Borrowing may be converted into or continued as a Borrowing denominated in a different currency, but instead must be prepaid in
the original currency of such Borrowing and reborrowed in the other currency. 
 (d) Promptly following receipt of a Notice of
Conversion/Continuation, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing. 

(e) If a Notice of Conversion/Continuation with respect to a Borrowing of LIBO Rate Loans denominated in Dollars is not timely delivered 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 a Borrowing of U.S. Base Rate Loans or Canadian Base Rate Loans,
as applicable. If a Notice of Conversion/Continuation with respect to a Borrowing of CDOR Rate Loans is not timely delivered 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 a Borrowing of Canadian Prime Rate Loans. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Company, then, after the occurrence and during the continuance of such Event of Default, (i) no outstanding Borrowing may be converted to or continued as a Borrowing of LIBO Rate Loans or CDOR
Rate Loans and (ii) unless repaid, each Borrowing of LIBO Rate Loans and CDOR Rate Loans shall be converted to a Borrowing of U.S. Base Rate Loans (in the case of any Loans denominated in Dollars under the U.S. Subfacility or the U.S. FILO
Subfacility), Canadian Base Rate Loans (in the case of any Loans denominated in Dollars under the Canadian Subfacility or the Canadian FILO Subfacility) or Canadian Prime Rate Loans (in the case of any Loans denominated in Canadian Dollars under the
Canadian Subfacility or the Canadian FILO Subfacility), respectively, at the end of the Interest Period applicable thereto. 
 2.09.
Optional and Mandatory Prepayments of Loans. 
 (a) Optional Prepayments. Any Borrower shall have the right, at any time and
from time to time to prepay, without premium or penalty, any Borrowing (provided that no Canadian FILO Loan or U.S. FILO Loan may be prepaid unless, prior to or simultaneously with such prepayment, all Revolving Loans outstanding under the
applicable Subfacility are repaid in full), in whole or in part, subject to the requirements of this Section 2.09; provided that each partial prepayment shall be in an amount that is an integral multiple of $100,000, in the case
of Borrowings denominated in Dollars and C$100,000, in the case of Borrowings denominated in Canadian Dollars. 

  
 -78- 













 (b) Revolving Loan Prepayments. 

(i) In the event of the termination of all the Revolving Commitments under any Subfacility, the Borrowers shall, on the date of such
termination, repay or prepay all the outstanding Revolving Borrowings and all outstanding Swingline Loans and Cash Collateralize or backstop on terms reasonably satisfactory to each applicable Issuing Bank the LC Exposure in accordance with
Section 2.13(j), in each case, in respect of such Subfacility, and thereafter, (x) prepayments by the U.S. Borrowers shall be applied to the U.S. FILO Loans and the Canadian FILO Loans borrowed by a U.S. Borrower and
(y) prepayments by the Canadian Borrowers or U.K. Borrowers, if any, shall be applied to the Canadian FILO Loans. 
 (ii) In the event
of any partial reduction of the Revolving Commitments under any Subfacility or FILO Subfacility, then (A) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Company and the Revolving Lenders of the
Revolving Exposures after giving effect thereto and (B) if (1) the U.S. Revolving Exposures exceed the U.S. Line Cap then in effect (it being understood that for this purpose, the U.S. Borrowing Base shall deduct any Canadian Revolving
Exposures borrowed in reliance on clause (d) of the definition of “Canadian Borrowing Base”), after giving effect to such reduction, then the U.S. Borrowers shall, on the date of such reduction (or, if such reduction is due to the
imposition of new Reserves or a change in the methodology of calculating existing Reserves, within five Business Days following such notice), first, repay or prepay U.S. Swingline Loans, second, repay or prepay U.S. Revolving
Borrowings and third, replace or Cash Collateralize outstanding U.S. Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient to eliminate such excess, (2) the Canadian
Revolving Exposures exceed the Canadian Line Cap then in effect, after giving effect to such reduction, then the Canadian Borrowers and U.K. Borrowers, if any, shall, on the date of such reduction (or, if such reduction is due to the imposition of
new Reserves or a change in the methodology of calculating existing Reserves, within five Business Days following such notice), first, repay or prepay Canadian Swingline Loans, second, repay or prepay Canadian Revolving Borrowings and
third, replace or Cash Collateralize outstanding Canadian Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient to eliminate such excess, (3) the U.S. FILO Exposures at any
time exceed the U.S. FILO Line Cap then in effect, such excess shall be deemed drawn under the U.S. Subfacility pursuant to the U.S. Borrowing Base then in effect, and if the result causes the U.S. Revolving Exposures to exceed the U.S. Line Cap
then in effect (it being understood that for this purpose, the U.S. Borrowing Base shall deduct any Canadian Revolving Exposures borrowed in reliance on clause (d) of the definition of “Canadian Borrowing Base”) the U.S. Borrowers
shall, immediately after demand, apply an amount equal to such excess to prepay the Loans and any interest accrued thereon, first, repay or prepay U.S. Swingline Loans, second, repay or prepay U.S. Revolving Borrowings, and
third, replace or Cash Collateralize outstanding U.S. Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient to eliminate such excess, or (4) the Canadian FILO Exposures at
any time exceed the Canadian FILO Line Cap then in effect, such excess shall be deemed drawn under the Canadian Subfacility pursuant to the Canadian Borrowing Base or the U.S. Borrowing Base then in effect, as the case may be, and if the result
causes the Canadian Revolving Exposures to exceed the Canadian Line Cap then in effect the Canadian Borrowers and U.K. Borrowers, if any, shall, immediately after demand, apply an amount equal to such excess to prepay the Loans and any interest
accrued thereon, first, repay or prepay Canadian Swingline Loans, second, repay or prepay Canadian Revolving Borrowings, and third, replace or Cash Collateralize outstanding Canadian Letters of Credit in accordance with the
procedures set forth in Section 2.13(j), in an amount sufficient to eliminate such excess. 

  
 -79- 













 (iii) In the event that (1) the U.S. Revolving Exposures at any time exceed the U.S.
Line Cap then in effect (it being understood that for this purpose, the U.S. Borrowing Base shall deduct any Canadian Revolving Exposures borrowed in reliance on clause (d) of the definition of “Canadian Borrowing Base”), the U.S.
Borrowers shall, immediately after demand (or, if such overadvance is due to the imposition of new Reserves or a change in the methodology of calculating existing Reserves, or a change in eligibility standards, within five Business Days following
notice), apply an amount equal to such excess to prepay the Loans and any interest accrued thereon, first, repay or prepay U.S. Swingline Loans, second, repay or prepay U.S. Revolving Borrowings, and third, replace or Cash
Collateralize outstanding U.S. Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient to eliminate such excess, or (2) the Canadian Revolving Exposures at any time exceed the
Canadian Line Cap then in effect, the Canadian Borrowers and U.K. Borrowers, if any, shall, immediately after demand (or, if such overadvance is due to the imposition of new Reserves or a change in the methodology of calculating existing Reserves,
or change in eligibility standards, within five Business Days following notice), apply an amount equal to such excess to prepay the Canadian Revolving Loans and any interest accrued thereon, first, repay or prepay Canadian Swingline Loans,
second, repay or prepay Canadian Revolving Borrowings, and third, replace or Cash Collateralize outstanding Canadian Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient
to eliminate such excess, (3) the U.S. FILO Exposures at any time exceed the U.S. FILO Line Cap then in effect, such excess shall be deemed drawn under the U.S. Subfacility pursuant to the U.S. Borrowing Base then in effect, and if the result
causes the U.S. Revolving Exposures to exceed the U.S. Line Cap then in effect (it being understood that for this purpose, the U.S. Borrowing Base shall deduct any Canadian Revolving Exposures borrowed in reliance on clause (d) of the
definition of “Canadian Borrowing Base”) the U.S. Borrowers shall, immediately after demand, apply an amount equal to such excess to prepay the Loans and any interest accrued thereon, first, repay or prepay U.S. Swingline Loans,
second, repay or prepay U.S. Revolving Borrowings, and third, replace or Cash Collateralize outstanding U.S. Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient to
eliminate such excess, or (4) the Canadian FILO Exposures at any time exceed the Canadian FILO Line Cap then in effect, such excess shall be deemed drawn under the Canadian Subfacility pursuant to the Canadian Borrowing Base or the U.S.
Borrowing Base then in effect, as the case may be, and if the result causes the Canadian Revolving Exposures to exceed the Canadian Line Cap then in effect the Canadian Borrowers and U.K. Borrowers, if any, shall, immediately after demand, apply an
amount equal to such excess to prepay the Loans and any interest accrued thereon, first, repay or prepay Canadian Swingline Loans, second, repay or prepay Canadian Revolving Borrowings, and third, replace or Cash Collateralize
outstanding Canadian Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient to eliminate such excess. 

(iv) In the event that the aggregate LC Exposure exceeds the LC Commitment then in effect, the applicable Borrowers shall, without notice or
demand, immediately replace or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.13(j), in an amount sufficient to eliminate such excess. 

(c) Application of Prepayments. 

(i) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Relevant Borrower shall select the Borrowing or Borrowings to be
prepaid and shall specify such selection in the notice of such prepayment pursuant to this clause (i) of Section 2.09(c). Except as provided in Sections 2.09(b)(ii) and (iii) hereof, all mandatory prepayments
shall be applied as follows: first, to fees and reimbursable expenses of the Administrative Agent then due and payable pursuant to the Credit Documents; second, to interest then due and payable on the Borrowers’ Swingline Loans;
third, to the principal balance of the Swingline Loan outstanding until the same has been prepaid in full; fourth, to interest then due and payable on the Revolving Loans and other amounts due pursuant to Sections 3.02 and
5.01; fifth, to the principal balance of the Revolving Loans until the same have been prepaid in full; sixth, to Cash Collateralize all LC Exposure plus any accrued and unpaid interest thereon (to be held and applied in
accordance with Section 2.13(j) hereof); seventh, returned to the Relevant Borrower or to such party as otherwise required by law. 

  
 -80- 













 (ii) Amounts to be applied pursuant to this Section 2.09 to the prepayment of
Revolving Loans shall be applied, as applicable, first to reduce outstanding U.S. Base Rate Loans, Canadian Base Rate Loans and Canadian Prime Rate Loans, as applicable. Any amounts remaining after each such application shall be applied to prepay
LIBO Rate Loans and CDOR Rate Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.09 shall be in excess of the amount of the U.S. Base Rate Loans, Canadian Base Rate
Loans or the Canadian Prime Rate Loans, as applicable at the time outstanding, only the portion of the amount of such prepayment that is equal to the amount of such outstanding U.S. Base Rate Loans, Canadian Base Rate Loans or Canadian Prime Rate
Loans shall be immediately prepaid and, at the election of the Relevant Borrower the balance of such required prepayment shall be either (A) deposited in the LC Collateral Account and applied to the prepayment of LIBO Rate Loans or CDOR Rate
Loans, as applicable, on the last day of the then next-expiring Interest Period for LIBO Rate Loans or CDOR Rate Loans, as applicable (with all interest accruing thereon for the account of the Relevant Borrower) or (B) prepaid immediately,
together with any amounts owing to the Lenders under Section 2.10. Notwithstanding any such deposit in the LC Collateral Account, interest shall continue to accrue on such Loans until prepayment. 

(d) Notice of Prepayment. The relevant U.S. Borrower shall notify the Administrative Agent (and, in the case of prepayment of a
Swingline Loan, the applicable Swingline Lender) by telecopy or electronic transmission of any prepayment of the U.S. Subfacility or the U.S. FILO Subfacility hereunder and the relevant Canadian Borrower or U.K. Borrower, if any, shall notify the
Administrative Agent by telecopy or electronic transmission of any prepayment of the Canadian Subfacility or the Canadian FILO Subfacility hereunder (i) in the case of prepayment of a Borrowing of LIBO Rate Loans, not later than 12:00 noon, New
York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of a Borrowing of CDOR Rate Loans, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment, (iii) in
the case of prepayment of a Borrowing of Canadian Base Rate Loans, not later than 12:00 noon, New York City time, on the date of prepayment, (iv) in the case of prepayment of a Borrowing of Canadian Prime Rate Loans, not later than 12:00 noon,
New York City time, on the date of prepayment, (v) in the case of prepayment of a Borrowing of U.S. Base Rate Loans, not later than 12:00 noon, New York City time, on the date of prepayment, (vi) in the case of prepayment of a U.S.
Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment and (vii) in the case of prepayment of a Canadian Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such
notice shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Each notice of
prepayment pursuant to this Section 2.09 shall be irrevocable, except that such Borrower may, by subsequent notice to the Administrative Agent, revoke any such notice of prepayment if such notice of revocation is received not later than
10:00 a.m., New York City time, on the day on which such prepayment is scheduled to occur; provided that (i) such Borrower reimburses each Lender pursuant to Section 3.02 for any funding losses within five Business Days after
receiving written demand therefor and (ii) the amount of Loans as to which such revocation applies shall be deemed converted to (or continued as, as applicable) U.S. Base Rate Loans or Canadian Base Rate Loans, as applicable, in accordance with
the provisions of Section 2.08 as of the date of notice of revocation (subject to subsequent conversion in accordance with the provisions of this Agreement). Promptly following receipt of any such notice of prepayment (other than a
notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of
the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.
Prepayments shall be accompanied by accrued interest to the extent required by Section 2.06. 

  
 -81- 













 2.10. Payments Generally; Pro Rata Treatment; Sharing of Setoffs. 

(a) Each Borrower shall make each payment required to be made by it hereunder or under any other Credit Document (whether of principal,
interest, fees or reimbursement of LC Disbursements, or of amounts payable under Sections 3.01, 3.02 and 5.01 or otherwise) at or before the time expressly required hereunder or under such other Credit Document for such payment
(or, if no such time is expressly required, prior to (x) 2:00 p.m., New York City time, with respect to payments denominated in Dollars or (y) 1:00 p.m., New York City time, with respect to payments denominated in Canadian Dollars), on the
date when due, in immediately available funds, without setoff or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in Canadian Dollars
shall be made to the Administrative Agent, for the account of the respective Canadian Revolving Lenders to which such payment is owed, at the Payment Office in Canadian Dollars and in immediately available funds not later than the times specified by
the Administrative Agent on the dates specified herein. If, for any reason, any Borrower is prohibited by any law from making any required payment hereunder in Canadian Dollars, such Borrower shall make such payment in Dollars in the Dollar
Equivalent of the Canadian Dollar payment amount. Any amounts received after the required time on any date may, in the reasonable discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for
purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Payment Office, except payments to be made directly to an Issuing Bank or a Swingline Lender as expressly provided herein and except that
payments pursuant to Sections 3.01, 3.02, 5.01 and 13.01 shall be made to the Administrative Agent for the benefit of the Persons entitled thereto and payments pursuant to other Credit Documents shall be made to the
Administrative Agent for the benefit of the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If
any payment under any Credit Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day (except as set forth in the definition of “Interest Period”), and, in the
case of any payment accruing interest, interest thereon shall be payable for the period of such extension. 
 (b) If at any time insufficient
funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied in the manner as provided in
Section 2.09(c) or 11.11 hereof, as applicable, ratably among the parties entitled thereto. 
 (c) 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 FILO Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender
receiving payment of a greater proportion of the aggregate amount of its Revolving Loans or FILO Loans or participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the
Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and FILO Loans and participations in LC Disbursements and Swingline Loans of other applicable Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the applicable Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and FILO Loans and participations in LC
Disbursements and Swingline Loans; 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 clause (c) shall not be construed to apply to any payment made by any Borrower pursuant to and in 

  
 -82- 













 
accordance with the express terms of this Agreement (including, but not limited to, Section 13.12) or any payment obtained by a Lender as consideration for the assignment of or sale
of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Company or an Affiliate thereof or any Subsidiary of the Company (as to which the provisions of this clause (c) shall
apply). Each Borrower 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 the Credit Parties rights
of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of a Credit Party in the amount of such participation. 

(d) Unless the Administrative Agent shall have received notice from the Relevant Borrower prior to the date on which any payment is due under
the applicable Subfacility or FILO Subfacility to the Administrative Agent for the account of the applicable Lenders or applicable Issuing Bank hereunder that such Borrower will not make such payment, the 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 or the Issuing Banks, as the case may be, the amount due. In such event, if suchWith
respect to any payment that the Administrative Agent makes for the account of the Lenders or applicable Issuing Bank hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any
of the following applies (such payment referred to as the “Rescindable Amount”): (1) the Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower
(whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment, then each of the Lenders or the Issuing Bank under the applicable
Subfacility or FILO Subfacility, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amountRescindable Amount so distributed to such Lender or Issuing Bank with
interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation. 

In such
event, if such Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank under the applicable Subfacility or FILO Subfacility, as the case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(c), 2.02(f),
2.10(d), 2.12(d) or 2.13(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender
to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. 
 2.11. Defaulting
Lenders. 
 (a) Reallocation of Pro Rata Share; Amendments. For purposes of determining the Lenders’ obligations to fund or
acquire participations in Loans or Letters of Credit, the Administrative Agent shall exclude the Commitments and Loans of any Defaulting Lender(s) from the calculation of Pro Rata Shares. A Defaulting Lender shall have no right to vote on any
amendment, waiver or other modification of a Credit Document, except to the limited extent provided in Section 13.12. In no event shall any Lender’s obligations pursuant to this Section 2.11(a) cause such Lender to
exceed its Commitment. 

  
 -83- 













 (b) Payments; Fees. The Administrative Agent may, in its discretion, receive and
retain any amounts payable to a Defaulting Lender under the Credit Documents, and a Defaulting Lender shall be deemed to have assigned to the Administrative Agent such amounts until all Obligations owing to the Administrative Agent, Non-Defaulting
Lenders and other Secured Creditors have been paid in full. The Administrative Agent may apply such amounts to the Defaulting Lender’s defaulted obligations, use the funds to Cash Collateralize such Lender’s Fronting Exposure, or readvance
the amounts to the Company hereunder. A Lender shall not be entitled to receive any fees accruing hereunder during the period in which it is a Defaulting Lender, and the unfunded portion of its Commitment shall be disregarded for purposes of
calculating the Unused Line Fee under Section 2.05(a). To the extent any LC Obligations owing to a Defaulting Lender are reallocated to other Lenders, LC Participation Fees attributable to such LC Obligations under
Section 2.05(c) shall be paid to such other Lenders. The Administrative Agent shall reimburse to the applicable Borrower all LC Participation Fees attributable to LC Obligations that are not so reallocated. 

(c) Cure. The Company, the Administrative Agent and the applicable Issuing Bank may agree in writing that a Lender is no longer a
Defaulting Lender. At such time, Pro Rata Shares shall be reallocated without exclusion of such Lender’s Commitments and Loans, and all outstanding Loans, LC Obligations and other exposures under the Commitments shall be reallocated among the
Lenders and settled by the Administrative Agent (with appropriate payments by the reinstated Lender) in accordance with the readjusted Pro Rata Shares. Unless expressly agreed in writing by the Company, the Administrative Agent and the applicable
Issuing Bank, no reinstatement of a Defaulting Lender shall constitute a waiver or release of claims against such Lender. The failure of any Lender to fund a Loan, to make a payment in respect of LC Obligations or otherwise to perform its
obligations hereunder shall not relieve any other Lender of its obligations, and no Lender shall be responsible for default by another Lender. 

2.12. Swingline Loans. 

(a) Swingline Commitment. Subject to the terms and conditions set forth herein, (X) the U.S. Swingline Lender shall make U.S.
Swingline Loans in Dollars to a U.S. Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding
Swingline Loans exceeding $60,000,000, (ii) the U.S. Revolving Exposures exceeding the U.S. Line Cap (it being understood that for this purpose, the U.S. Borrowing Base shall deduct any Canadian Revolving Exposures borrowed in reliance on
clause (d) of the definition of “Canadian Borrowing Base”) or (iii) the Revolving Exposures exceeding the Line Cap and (Y) the Canadian Swingline Lender shall make Canadian Swingline Loans in Dollars or Canadian Dollars to a
Canadian Borrower, U.S. Borrower or U.K. Borrower, if any, from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of
outstanding Swingline Loans exceeding the Dollar Equivalent of $60,000,000, (ii) the Canadian Revolving Exposures exceeding the Canadian Line Cap or (iii) the Revolving Exposures exceeding the Line Cap; provided that no Swingline
Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, repay and reborrow Swingline Loans. 

(b) Swingline Loans. To request a U.S. Swingline Loan, a U.S. Borrower shall notify the Administrative Agent of such request by
telephonic (followed immediately by an electronic request) or electronic transmission, not later than 12:00 noon, New York City time, on the day of a proposed U.S. Swingline Loan. To request a Canadian Swingline Loan, a Canadian Borrower, U.S.
Borrower or U.K. Borrower, if any, shall notify the Administrative Agent of such request by telephonic or electronic transmission, not later than 12:00 noon, New York City time, on the day of a proposed Canadian


  
 -84- 













 
Swingline Loan. Each such notice shall be irrevocable and specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will
promptly advise the applicable Swingline Lender of any such notice received from a U.S. Borrower, Canadian Borrower or U.K. Borrower, as applicable. The applicable Swingline Lender shall make each Swingline Loan available to the Relevant Borrower by
means of a credit to the general deposit account of such Borrower with the applicable Swingline Lender (or, in the case of a U.S. Swingline Loan made to finance the reimbursement of a U.S. LC Disbursement as provided in Section 2.13(e),
by remittance to the U.S. Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. No U.S. Borrower nor any Canadian Borrower or U.K. Borrower, if any, shall request a Swingline Loan if at the time of and
immediately after giving effect to such request a Default has occurred and is continuing. Swingline Loans shall be made in minimum amounts of $100,000 or C$100,000, as applicable. 

(c) Prepayment. Each Borrower shall have the right at any time and from time to time to repay, without premium or penalty, any Swingline
Loan, in whole or in part, upon giving written, telecopy or electronic transmission notice to the applicable Swingline Lender and to the Administrative Agent before 12:00 noon, New York City time, on the date of repayment at the applicable Swingline
Lender’s address for notices specified in such Swingline Lender’s administrative questionnaire. 
 (d) Participations. The
U.S. Swingline Lender or Canadian Swingline Lender may by written notice given to the Administrative Agent at any time (but in any event shall weekly, or such other time as determined by the Administrative Agent) not later than 12:00 noon, New York
City time (in the case of U.S. Swingline Loans), or 12:00 noon, New York City time (in the case of Canadian Swingline Loans), on any Business Day require the U.S. Revolving Lenders or Canadian Revolving Lenders, as applicable, to acquire
participations on such Business Day in all or a portion of the U.S. Swingline Loans or Canadian Swingline Loans, as applicable, outstanding, which request may be made regardless of whether the conditions set forth in Section 7 have been
satisfied. Such notice shall specify the aggregate amount of Swingline Loans in which such Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to such Revolving Lenders,
specifying in such notice such Lender’s Pro Rata Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for
the account of the applicable Swingline Lender, such Lender’s Pro Rata Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this
clause (d) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments or whether an Overadvance exists
or is created thereby, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever (provided that such payment shall not cause such Lender’s Revolving Exposure to exceed such Lender’s
Revolving Commitment). Each Revolving Lender shall comply with its obligation under this clause (d) by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(f) with respect to Loans made by
such Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it
from the Revolving Lenders. The Administrative Agent shall notify the Relevant Borrower of any participations in a Swingline Loan acquired pursuant to this clause (d), and thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to any Swingline Lender. Any amounts received by a Swingline Lender from a Borrower (or other party on behalf of a Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale
of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the applicable Revolving Lenders that shall have made
their payments pursuant to this clause (d) and to the applicable Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan 

  
 -85- 













 
pursuant to this clause (d) shall not relieve any Borrower of any default in the payment thereof. If and to the extent any Revolving Lender shall not have so made its transfer to the
Administrative Agent, such Revolving Lender agrees to pay to the Administrative Agent, forthwith on demand, such amount, together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such
amount is repaid to the Administrative Agent at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 

(e) If the Maturity Date shall have occurred at a time when Extended Revolving Loan Commitments are in effect, then on the Maturity Date all
then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such Maturity Date); provided that, if on the occurrence of
the Maturity Date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.13(o)), there shall exist sufficient unutilized Extended Revolving Loan
Commitments so that the respective outstanding Swingline Loans could be incurred pursuant to the Extended Revolving Loan Commitments which will remain in effect after the occurrence of the Maturity Date, then there shall be an automatic adjustment
on such date of the participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to the Extended Revolving Loan Commitments and such Swingline Loans shall not be so required to be repaid in full on the
Maturity Date. 
 2.13. Letters of Credit. 

(a) General. Subject to the terms and conditions set forth herein, (i) any U.S. Borrower may request the issuance of U.S. Letters
of Credit in Dollars or, under the Canadian Subfacility, Canadian Dollars for its account or for the account of any of its Restricted Subsidiaries in a form reasonably acceptable to the Administrative Agent and the U.S. Issuing Bank, at any time and
from time to time during the Revolving Availability Period (provided that the Relevant Borrower shall be a co-applicant with respect to each U.S. Letter of Credit issued for the account of or in favor of a Domestic Subsidiary) and
(ii) any Canadian Borrower or U.K. Borrower, if any, may request the issuance of Canadian Letters of Credit in Dollars or Canadian Dollars for its account or the account of a Canadian Subsidiary in a form reasonably acceptable to the
Administrative Agent and the Canadian Issuing Bank, at any time and from time to time during the Revolving Availability Period (provided that the Relevant Borrower shall be a co-applicant with respect to each Canadian Letter of Credit issued
for the account of or in favor of a Canadian Subsidiary). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by
the Relevant Borrower to, or entered into by the Relevant Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. The Existing Letters of Credit shall be deemed issued
under this Agreement. 
 (b) Request for Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a
Letter of Credit or the amendment, renewal or extension of an outstanding Letter of Credit, the Relevant Borrower shall hand deliver or telecopy or transmit by electronic communication a LC Request to the applicable Issuing Bank and the
Administrative Agent not later than 1:00 p.m. on the second Business Day preceding the requested date of issuance, amendment, renewal or extension (or such later date and time as is reasonably acceptable to the applicable Issuing Bank). A request
for an initial issuance of a Letter of Credit shall specify in form and detail reasonably satisfactory to the applicable Issuing Bank: (i) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day);
(ii) the amount and currency thereof; (iii) the expiry date thereof; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by such beneficiary in case of any drawing thereunder; (vi) the
full text of any certificate to be presented by such beneficiary in case of any drawing 

  
 -86- 













 
thereunder; and (vii) such other matters as the applicable Issuing Bank may reasonably require. A request for an amendment, renewal or extension of any outstanding Letter of Credit shall
specify in form and detail reasonably satisfactory to the applicable Issuing Bank (w) the Letter of Credit to be amended, renewed or extended, (x) the proposed date of amendment, renewal or extension thereof (which shall be a Business
Day), (y) the nature of the proposed amendment, renewal or extension and (z) such other matters as the applicable Issuing Bank may reasonably require. If requested by the applicable Issuing Bank, the Relevant Borrower also shall submit a
letter of credit application substantially on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Relevant Borrower shall be deemed to represent and warrant (solely in the case of clauses (w) and (x)) that, after giving effect to such issuance, amendment, renewal or extension) (A) the
LC Exposure shall not exceed $200,000,000, (B) (i) the total Revolving Exposures shall not exceed the Line Cap, (ii) the total U.S. Revolving Exposures shall not exceed the U.S. Line Cap (it being understood that for this purpose, the
U.S. Borrowing Base shall deduct any Canadian Revolving Exposures borrowed in reliance on clause (d) of the definition of “Canadian Borrowing Base”) or (iii) the total Canadian Revolving Exposures shall not exceed the Canadian
Line Cap and (C) if a Defaulting Lender exists, either the LC Exposure of such Defaulting Lender has been reallocated pursuant to Section 2.12(a) or such LC Exposure has been Cash Collateralized in accordance with the provisions of
Section 2.13(j). Unless the Administrative Agent and applicable Issuing Bank shall otherwise agree, no Letter of Credit shall be denominated in a currency other than Dollars, Canadian Dollars, Euro or Sterling. 

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the date which is one year after the
date of the issuance of such Letter of Credit (or such other longer period of time as the Administrative Agent and the applicable Issuing Bank may agree) (other than with respect to foreign guarantees which may expire on a date later than one year
from the date of issuance) and, unless Cash Collateralized or otherwise credit supported in accordance with Section 2.13(j), the Letter of Credit Expiration Date. Notwithstanding the foregoing, each Letter of Credit may, upon the request
of the Relevant Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of twelve (12) months or less (but not beyond the date that is after the Letter of Credit Expiration
Date unless the Issuing Bank so agrees) unless the applicable Issuing Bank notifies the beneficiary thereof at least thirty (30) days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. 

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and
without any further action on the part of the applicable Issuing Bank or the Lenders, the applicable Issuing Bank hereby grants to each applicable Revolving Lender, and each such Revolving Lender hereby acquires from such Issuing Bank, a
participation in such Letter of Credit equal to such Lender’s Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender’s Pro Rata Percentage of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by the
Relevant Borrower on the date due as provided in Section 2.13(e), or of any reimbursement payment required to be refunded to the Relevant Borrower or for any reason. Each Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this clause (d) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the
occurrence and continuance of a Default or reduction or termination of the Revolving Commitments or whether or not an Overadvance exists or is created thereby, and that each such payment shall be made without any offset, abatement, withholding or
reduction whatsoever. 

  
 -87- 













 (e) Reimbursement. If any Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit, the Relevant Borrower under the applicable Subfacility shall reimburse such LC Disbursement by paying to the applicable Issuing Bank an amount equal to such LC Disbursement not later than (x) in the case of reimbursement in
Dollars, 2:00 p.m., New York City time, on the Business Day after receiving notice from such Issuing Bank of such LC Disbursement or (y) in the case of reimbursement in Canadian Dollars, 2:00 p.m., New York City time, on the Business Day after
receiving notice from such Issuing Bank of such LC Disbursement; provided that, whether or not the Relevant Borrower submits a Notice of Borrowing, such Borrower shall be deemed to have requested (except to the extent such Borrower makes
payment to reimburse such LC Disbursement when due) a Borrowing of U.S. Base Rate Loans or Canadian Base Rate Loans, as applicable (for LC Disbursements made in Dollars), or Canadian Prime Rate Loans (for LC Disbursements made in Canadian Dollars)
in an amount necessary to reimburse such LC Disbursement. If such Borrower fails to make such payment when due, the applicable Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall notify each Revolving Lender under
the applicable Subfacility of the applicable LC Disbursement, the payment then due from such Borrower in respect thereof and such Lender’s Pro Rata Percentage thereof. Promptly following receipt of such notice, each such Revolving Lender shall
pay to the Administrative Agent its Pro Rata Percentage of the unreimbursed LC Disbursement in the same manner as provided in Section 2.02(f) with respect to Loans made by such Lender, and the Administrative Agent shall promptly pay to
the applicable Issuing Bank the amounts so received by it from such Revolving Lenders. In the case of a Letter of Credit denominated in Canadian Dollars, the relevant Canadian Borrower or U.K. Borrower shall reimburse the Canadian Issuing Bank in
Canadian Dollars, unless (A) the Canadian Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the
applicable Canadian Borrower or U.K. Borrower shall have notified the Canadian Issuing Bank promptly following receipt of the notice of drawing that such Canadian Borrower or U.K. Borrower will reimburse the Canadian Issuing Bank in Dollars. In the
case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in Canadian Dollars, the Canadian Issuing Bank shall notify the applicable Canadian Borrower or U.K. Borrower of the Dollar Equivalent of the amount of the
drawing promptly following the determination thereof. Promptly following receipt by the Administrative Agent of any payment from any Borrower pursuant to this clause (e), the Administrative Agent shall, to the extent that Revolving Lenders have made
payments pursuant to this clause (e) to reimburse any Issuing Bank, distribute such payment to such Lenders and the applicable Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this clause
(e) to reimburse an Issuing Bank for any LC Disbursement (other than the funding of U.S. Base Rate Loans, Canadian Base Rate Loans, Canadian Prime Rate Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not
relieve the Relevant Borrower of its obligation to reimburse such LC Disbursement. In the event that (A) a drawing denominated in Canadian Dollars is to be reimbursed in Dollars pursuant to the third sentence in this Section 2.13(e)
and (B) the Dollar amount paid by the Canadian Borrower or U.K. Borrower shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in Canadian Dollars equal to the drawing, then
such Canadian Borrower or U.K. Borrower agrees, as a separate and independent obligation, to indemnify the Canadian Issuing Bank for the loss resulting from its inability on that date to purchase the Canadian Dollars in the full amount of the
drawing. 
 (f) Obligations Absolute. 

(i) Subject to the limitations set forth below, the obligation of the Borrowers to reimburse LC Disbursements as provided in clause (e) of
this Section 2.13 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of
validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented 

  
 -88- 













 
under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by any Issuing Bank
under a Letter of Credit against presentation of a draft or other document that does not strictly comply with the terms of such Letter of Credit, (iv) the existence of any claim, setoff, defense or other right which any Borrower may have at any
time against a beneficiary of any Letter of Credit, (v) any adverse change in the relevant exchange rates or in the availability of Canadian Dollars to the Company or any Subsidiary or in the relevant currency markets generally or (vi) any
other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.13, constitute a legal or equitable discharge of, or provide a right of setoff against, the
obligations of the Borrowers hereunder; provided that the Borrowers shall have no obligation to reimburse any Issuing Bank to the extent that such payment was made in error due to the gross negligence or willful misconduct of such Issuing
Bank (as determined by a court of competent jurisdiction or another independent tribunal having jurisdiction). Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Affiliates, shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any
error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in
interpretation of technical terms or any consequence arising from causes beyond the control of any Issuing Bank; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrowers to the extent of
any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by each Borrower to the extent permitted by applicable law) suffered by the Borrowers that are caused by such Issuing Bank’s failure to
exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any
Issuing Bank (as determined by a court of competent jurisdiction or another independent tribunal having jurisdiction), each Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without
limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, each Issuing Bank may, in its sole discretion, either
accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict
compliance with the terms of such Letter of Credit. 
 (ii) No Issuing Bank assumes any responsibility for any failure or delay in
performance or any breach by any Borrower or other Person of any obligations under any LC Document. No Issuing Bank makes to the Lenders any express or implied warranty, representation or guaranty with respect to the Collateral, such documents or
any Credit Party. No Issuing Bank shall be responsible to any Lender for any recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of any LC
Document; the validity, genuineness, enforceability, collectability, value or sufficiency of any Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or
legal status of any Credit Party. 
 (iii) None of the Issuing Banks or any of their respective Affiliates, or any of their respective
officers, directors, employees, agents or investment advisors, shall be liable to any Lender or other Person for any action taken or omitted to be taken in connection with any LC Documents except as a result of its actual gross negligence or willful
misconduct as determined by a court of competent jurisdiction in a final nonappealable judgment. No Issuing Bank shall have any liability to any Lender if such Issuing Bank refrains from any action under any Letter of Credit or such LC Documents
until it receives written instructions from the Required Lenders. 

  
 -89- 













 (g) Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Such Issuing Bank shall promptly notify the Administrative Agent and the Relevant Borrower by electronic transmission of such demand for payment
and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve any Borrower of its obligation to reimburse such Issuing Bank and the
Revolving Lenders under the applicable Subfacility with respect to any such LC Disbursement (other than with respect to the timing of such reimbursement obligation set forth in Section 2.13(e)). 

(h) Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the Relevant Borrower shall reimburse such LC
Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Relevant Borrower reimburses such
LC Disbursement, at the rate per annum then applicable to U.S. Base Rate Loans or Canadian Prime Rate Loans, as applicable; provided that, if such Borrower fails to reimburse such LC Disbursement when due pursuant to
Section 2.13(e), then Section 2.06(f) shall apply. Interest accrued pursuant to this clause (h) shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by
any Revolving Lender pursuant to Section 2.13(e) to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment. 

(i) Resignation or Removal of the Issuing Bank. Any Issuing Bank may resign as Issuing Bank hereunder at any time upon at least 30
days’ prior written notice to the Lenders, the Administrative Agent and the Company. Any Issuing Bank may be replaced at any time by agreement between the Company and the Administrative Agent; provided that so long as no Default or Event
of Default exists, such successor Issuing Bank shall be reasonably acceptable to the Company. One or more Lenders may be appointed as additional Issuing Banks in accordance with clause (k) below. The Administrative Agent shall notify the
Lenders of any such replacement of such Issuing Bank or any such additional Issuing Bank. At the time any such resignation or replacement shall become effective, the Company shall pay all unpaid fees accrued for the account of the replaced Issuing
Bank pursuant to Section 2.05(c). From and after the effective date of any such resignation or replacement or addition, as applicable, (i) the successor or additional Issuing Bank shall have all the rights and obligations of an
Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or such addition or to any previous Issuing
Bank, or to such successor or such additional Issuing Bank and all previous Issuing Banks, as the context shall require. After the resignation or replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and
shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation or replacement, but shall not be required to issue additional Letters of Credit.
If at any time there is more than one Issuing Bank hereunder, the Company may, in its discretion, select which Issuing Bank is to issue any particular Letter of Credit. 

(j) Cash Collateralization. 

(i) If any Specified Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from the
Administrative Agent (acting at the request of the Required Lenders) demanding the deposit of Cash Collateral pursuant to this clause (j)(i), the Borrowers shall deposit in the LC Collateral Account, in the name of the Administrative Agent and for
the benefit of the Secured Creditors, an amount in cash equal to 103.00% of the LC Exposure as of such date. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Relevant
Borrowers under this Agreement, but shall be immediately released and returned to the Company (in no event later than two (2) Business Days) once all Specified Events of 

  
 -90- 













 
Default are cured or waived. The Administrative Agent shall have a first priority perfected Lien (subject to Permitted Liens) and exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made only in Cash Equivalents and at the direction of the Company and at the Company’s risk and expense, such deposits
shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Monies in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have
not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the
consent of Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations of the Borrowers. 

(ii) To the extent the Fronting Exposure associated with any Defaulting Lender cannot be reallocated pursuant to Section 2.11(a),
the Borrowers shall, on demand by an Issuing Bank or the Administrative Agent from time to time, Cash Collateralize such Fronting Exposure. 

(k) Additional Issuing Banks. The Company may, at any time and from time to time with the consent of the Administrative Agent (which
consent shall not be unreasonably withheld, delayed or conditioned) and such Lender, designate one or more additional Lenders to act as an issuing bank under the terms of this Agreement. Any Lender designated as an issuing bank pursuant to this
clause (k) shall be deemed (in addition to being a Lender) to be the Issuing Bank with respect to Letters of Credit issued or to be issued by such Lender, and all references herein and in the other Credit Documents to the term “Issuing
Bank” shall, with respect to such Letters of Credit, be deemed to refer to such Lender in its capacity as Issuing Bank, as the context shall require. 

(l) No Issuing Bank shall be under an obligation to issue any Letter of Credit if: 

(i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain
such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall
prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or
capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date
and which such Issuing Bank in good faith deems material to it; or 
 (ii) the issuance of such Letter of Credit would
violate one or more policies of such Issuing Bank. 
 (m) No Issuing Bank shall be under an obligation to amend any Letter of Credit if
(i) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (ii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of
Credit. 
 (n) LC Collateral Account. 

(i) The Administrative Agent is hereby authorized to establish and maintain at the Notice Office, in the name of the Administrative Agent and
pursuant to a dominion and control agreement, a restricted deposit account designated “The Resolute Forest Products Inc. LC Collateral Account.” Each Credit Party shall deposit into the LC Collateral Account from time to time the Cash
Collateral required to be deposited under Section 2.13(j) hereof. 

  
 -91- 













 (ii) The balance from time to time in such LC Collateral Account shall constitute part of
the Applicable Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. Notwithstanding any other provision hereof to the contrary, all amounts held in the LC Collateral Account shall constitute
collateral security first for the liabilities in respect of Letters of Credit outstanding from time to time and second for the other Obligations hereunder until such time as all Letters of Credit shall have been terminated and all of
the liabilities in respect of Letters of Credit have been paid in full. All funds in “The Resolute Forest Products Inc. LC Collateral Account” may be invested in accordance with the provisions of Section 2.13(j). 

(o) Extended Commitments. If the Maturity Date shall have occurred at a time when Extended Revolving Loan Commitments are in effect,
then (i) such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Lenders to purchase participations therein and to make payments in respect thereof pursuant to Sections
2.13(d) and (e)) under (and ratably participated in by Lenders) the Extended Revolving Loan Commitments, up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Extended Revolving Loan Commitments
thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrowers shall Cash
Collateralize any such Letter of Credit in accordance with Section 2.13(j). Except to the extent of reallocations of participations pursuant to the prior sentence, the occurrence of the Maturity Date with respect to Existing Revolving
Loans shall have no effect upon (and shall not diminish) the percentage participations of the Lenders of Extended Revolving Loans in any Letter of Credit issued before the Maturity Date. 

2.14. Settlement Amongst Lenders. 

(a) The amount of each Lender’s Pro Rata Percentage of outstanding Revolving Loans (including outstanding Swingline Loans) and FILO Loans
shall be computed weekly (or more frequently in the Administrative Agent’s discretion) and shall be adjusted upward or downward based on all Revolving Loans (including Swingline Loans) and FILO Loans and repayments of Revolving Loans (including
Swingline Loans) and FILO Loans received by the Administrative Agent as of 3:00 p.m., New York City time, on the first Business Day (such date, the “Settlement Date”) following the end of the period specified by the Administrative
Agent. 
 (b) The Administrative Agent shall deliver to each of the Lenders promptly after a Settlement Date a summary statement of the
amount of outstanding Revolving Loans (including Swingline Loans) and FILO Loans for the period and the amount of repayments received for the period. As reflected on the summary statement, (i) the Administrative Agent shall transfer to each
Lender its applicable Pro Rata Percentage of repayments and (ii) each Lender shall transfer to the Administrative Agent (as provided below), or the Administrative Agent shall transfer to each Lender, such amounts as are necessary to insure
that, after giving effect to all such transfers, (x) the amount of Revolving Loans made by each Lender with respect to Revolving Loans to the Borrowers (including Swingline Loans) shall be equal to such Lender’s applicable Pro Rata
Percentage of Revolving Loans (including Swingline Loans) outstanding as of such Settlement Date and (y) the amount of FILO Loans made by each Lender with respect to FILO Loans to the Borrowers shall be equal to such Lender’s applicable
Pro Rata Percentage of FILO Loans outstanding as of such Settlement Date. If the summary statement requires transfers to be made to the Administrative Agent by the Lenders and is received prior to 1:00 p.m., New York City time, on a Business Day,
such transfers shall be made in immediately available funds no later than 3:00 p.m., New York City time, that day; and, if received after 1:00 p.m., New York City time, then 

  
 -92- 













 
no later than 11:00 a.m., New York City time, on the next Business Day. The obligation of each Lender to transfer such funds is irrevocable, unconditional and without recourse to or warranty by
the Administrative Agent. If and to the extent any Lender shall not have so made its transfer to the Administrative Agent, such Lender agrees to pay to the Administrative Agent, forthwith on demand such amount, together with interest thereon, for
each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation. 
 2.15. Revolving Commitment Increase. 

(a) Subject to the terms and conditions set forth herein, after the Closing Date, the Company shall have the right to request, by written
notice to the Administrative Agent, an increase in the Revolving Commitments under the U.S. Subfacility or Canadian Subfacility (a “Revolving Commitment Increase”) in an aggregate amount not to exceed $500,000,000; provided
that (i) any Revolving Commitment Increase shall be on the terms (including the Latest Maturity Date of any Class of Commitments under the applicable Subfacility) and pursuant to the documentation applicable to the applicable Subfacility,
(ii) the Company shall only be permitted to request five Revolving Commitment Increases during the term of this Agreement and (b) any Revolving Commitment Increase shall be in a minimum amount of $25,000,000 or, if less than $25,000,000 is
available, the amount left available. 
 (b) Each notice submitted pursuant to this Section 2.15 (a “Revolving Commitment
Increase Notice”) requesting a Revolving Commitment Increase shall specify the amount of the increase in the Revolving Commitments being requested. Upon receipt of a Revolving Commitment Increase Notice, the Administrative Agent may (at the direction of the
Company)will promptly notify the applicable
Revolving Lenders and each such Revolving Lender may (subject to the Company’s consent) have the right to elect to have its Revolving Commitment increased
by its Pro Rata Share under the applicable Subfacility (it being understood and agreed that a Lender may elect to have its Revolving Commitment increased in excess of its Pro Rata Share in its discretion if any other Lender declines to participate
in the Revolving Commitment Increase) of the requested increase in Revolving
Commitments which may be provided (solely in the Company’s discretion, subject to the consent requirements
below) by existing Revolving Lenders or additional financial institutions; provided that
(i) each Lender may elect or decline, in its sole discretion, to have its Revolving Commitment increased in connection with any requested Revolving
Commitment Increase, it being understood that no Lender shall be obligated to increase its Revolving Commitment unless it, in its sole discretion, so agrees and, if a Lender fails to respond to any Revolving Commitment Increase Notice within five (5) Business Days after such Lender’s receipt of such request, such
Lender shall be deemed to have declined to participate in such Revolving Commitment Increase; (ii) if any Lender declines to participate in any Revolving Commitment Increase and, as a result, commitments from; (ii) any additional financial institutions are required in connection
withproviding any portion of the Revolving
Commitment Increase, any Person or Persons providing such commitment shall be subject to the written
consent of the Administrative Agent, the applicable Swingline Lenders and the applicable Issuing Banks (in each case, such consent not to be unreasonably withheld or delayed); (iii) in no event shall a Defaulting Lender be entitled to
participate in such Revolving Commitment Increase; (iv) neither the funding of the Revolving Commitment Increase nor the existence of the Liens securing such Revolving Commitment Increase would violate the terms of the Senior Notes Indenture;
and (v) no Issuing Bank or Swingline Lender shall be required to act in such capacity under the Revolving Commitment Increase without its prior written consent. In the event that any Lender or other Person agrees to participate in any Revolving
Commitment Increase (each an “Increase Loan Lender”), such Revolving Commitment Increase shall become effective on such date as shall be mutually agreed upon by the Increase Loan Lenders and the Company, which date shall be as soon
as practicable after the date of receipt of the Revolving Commitment Increase Notice (such date, the “Increase Date”); provided that the 

  
 -93- 













 
establishment of such Revolving Commitment Increase shall be subject to the satisfaction of each of the following conditions: (1) no Default or Event of Default would exist after giving
effect thereto; (2) the representations and warranties made by the Credit Parties under each of the Credit
Documents shall be true in all material respects, provided that, solely with respect to Revolving Loans made under the Revolving Commitment Increases that are used to effect or finance a Permitted Acquisition or Investments permitted and/or
not prohibited under this Agreement, the Borrowers shall have the option of making any representations and warranties under the Credit Documents (other than any Specified Representations) and determinations as to the availability of any
“basket-carveouts” under Section 10 effective as of the relevant LCT Test Date; (3) the Revolving Commitment Increase shall be effected pursuant to one or more joinder
agreements executed and delivered by the Company, the Administrative Agent, and the Increase Loan Lenders, each of which shall be reasonably satisfactory to the Company, the Administrative Agent, and the Increase Loan Lenders; (34) the Credit Parties shall execute and deliver or cause to be executed and delivered to the Administrative Agent such amendments to the Credit Documents, legal opinions and other documents as the
Administrative Agent may reasonably request in connection with any such transaction, which amendments, legal opinions and other documents shall be reasonably satisfactory to the Administrative Agent; (45) the representations and warranties contained in Section 8 shall be true and correct in all material respects (or in all respects to the extent that any representation or warranty is qualified by
materiality) as of the Increase Date; and
(56) the Borrowers shall have paid to the Administrative Agent and the Increase Loan Lenders such additional fees as may be agreed to be paid by the Borrowers in connection therewith. 

(c) On the Increase Date, upon fulfillment of the conditions set forth in this Section 2.15, (i) the Administrative Agent
shall effect a settlement of all outstanding Revolving Loans among the Lenders that will reflect the adjustments to the Revolving Commitments of the Lenders as a result of the Revolving Commitment Increase, (ii) the Administrative Agent shall
notify the Lenders and Credit Parties of the occurrence of the Revolving Commitment Increase to be effected on the Increase Date, (iii) Schedule 2.01 shall be deemed modified to reflect the revised Revolving Commitments of the
affected Lenders and (iv) Notes will be issued, at the expense of the Borrowers, to any Lender participating in the Revolving Commitment Increase and requesting a Note. 

(d) The terms and provisions of the Revolving Commitment Increase shall be identical to the Revolving Loans and the Revolving Commitments and,
for purposes of this Agreement and the other Credit Documents, all Revolving Loans made under the Revolving Commitment Increase shall be deemed to be Revolving Loans. Without limiting the generality of the foregoing, (i) the rate of interest
applicable to the Revolving Commitment Increase shall be the same as the rate of interest applicable to the existing Revolving Loans, (ii) unused line fees applicable to the Revolving Commitment Increase shall be calculated using the same
Unused Line Fee Rates applicable to the existing Revolving Loans, (iii) the Revolving Commitment Increase shall share ratably in any mandatory prepayments of the Revolving Loans, (iv) after giving effect to such Revolving Commitment
Increases, Revolving Commitments shall be reduced based on each Lender’s Pro Rata Percentage, and (v) the Revolving Commitment Increase shall rank pari passu in right of payment and security with the existing Revolving Loans. Each
joinder agreement and any amendment to any Credit Document requested by the Administrative Agent in connection with the establishment of the Revolving Commitment Increase may, without the consent of any of the Lenders, effect such amendments to this
Agreement (an “Incremental Revolving Commitment Agreement”) and the other Credit Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent and the Company, to effect the provisions of this
Section 2.15. 
 2.16. [Reserved]. 

  
 -94- 













 2.17. Overadvances. If (i) the aggregate U.S. Revolving Exposure outstanding
exceeds the U.S. Line Cap (it being understood that for this purpose, the U.S. Borrowing Base shall deduct any Canadian Revolving Exposures borrowed in reliance on clause (d) of the definition of “Canadian Borrowing Base”),
(ii) the aggregate Canadian Revolving Exposure outstanding exceed the Canadian Line Cap or (iii) the aggregate Revolving Loans outstanding exceeds the Line Cap (each of the foregoing clauses (i), (ii) and (iii), an
“Overadvance”), in each case, at any time, the excess amount shall be payable by the applicable Borrowers in accordance with Section 2.09(b), but all such Revolving Loans shall nevertheless constitute Obligations secured
by the Applicable Collateral and entitled to all benefits of the Credit Documents. The Administrative Agent may require Lenders to honor requests for Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance (a) when
no other Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further
Overadvance Loans are required) and (ii) the aggregate amount of all Overadvances and Protective Advances is not known by the Administrative Agent to exceed 10% of the Borrowing Base, (b) regardless of whether an Event of Default exists,
if the Administrative Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is not increased by more than $500,000, and (ii) does not continue for more than 30
consecutive days. In no event shall Overadvance Loans be required that would cause (i) the aggregate outstanding U.S. Revolving Exposure to exceed the aggregate U.S. Revolving Commitments, (ii) the aggregate outstanding Canadian Revolving
Exposure to exceed the aggregate Canadian Revolving Commitments or (iii) the aggregate outstanding Revolving Exposure to exceed the aggregate Revolving Commitments. The making of any Overadvance shall not create nor constitute a Default or
Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Lenders of any then existing Default or Event of Default. In no event shall any Borrower or other
Credit Party be permitted to require any Overadvance Loan to be made. The Required Lenders may at any time revoke the Administrative Agent’s authority to make further Overadvance Loans by written notice to the Administrative Agent. Absent such
revocation, the Administrative Agent’s determination that funding of an Overadvance Loan is appropriate shall be conclusive. 
 2.18.
Protective Advances. The Administrative Agent shall be authorized, in its discretion, following notice to and consultation with the Company, at any time, to make U.S. Base Rate Loans to the U.S. Borrowers (each such loan, a “U.S.
Protective Advance”) and Canadian Prime Rate Loans (through its Canada branch or Canadian lending office) to the Canadian Borrowers and U.K. Borrowers, if any (each such Loan, a “Canadian Protective Advance” and, together
with the U.S. Protective Advances, “Protective Advances”) (a) (i) in an aggregate amount, together with the aggregate amount of all Overadvance Loans, not to exceed 10% of the Borrowing Base, (ii) in an aggregate
amount, together with the aggregate amount of Overadvance Loans under the U.S. Subfacility, not to exceed 10% of the U.S. Borrowing Base and (iii) in an aggregate amount, together with the aggregate amount of Overadvance Loans under the
Canadian Subfacility, not to exceed 10% of the Canadian Borrowing Base, if the Administrative Agent deems such Protective Advances necessary or desirable to preserve and protect the Applicable Collateral, or to enhance the collectability or
repayment of the Obligations under such Subfacility; or (b) to pay any other amounts chargeable to Credit Parties under any Credit Documents, including costs, fees and expenses; provided that (i) the aggregate amount of outstanding
Protective Advances plus the outstanding amount of Revolving Exposure shall not exceed the aggregate Revolving Commitments, (ii) the aggregate amount of outstanding U.S. Protective Advances plus the outstanding amount of U.S.
Revolving Exposure shall not exceed the aggregate U.S. Revolving Commitments and (iii) the aggregate amount of outstanding Canadian Protective Advances plus the outstanding amount of Canadian Revolving Exposure shall not exceed the
aggregate Canadian Revolving Commitments. Each applicable Lender shall participate in each Protective Advance in accordance with its Pro Rata Percentage. The Required Lenders may at any time revoke the Administrative Agent’s authority to make
further Protective Advances under clause (a) by written notice to the Administrative Agent. Absent such revocation, the Administrative Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. The
Administrative Agent may use the proceeds of such Protective Advances to (x) protect, insure, maintain or realize upon any Applicable Collateral or (y) defend or maintain the validity or priority of the Collateral Agent’s Liens on any
Applicable Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien. 

  
 -95- 













 2.19. Extended Loans. 

(a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Company may at any
time and from time to time when no Event of Default then exists request that all or a portion of the Revolving Loans under any Subfacility (the “Existing Revolving Loans”), together with any related outstandings, be converted to
extend the scheduled maturity date(s) of any payment of principal with respect to all or any portion of the principal amount (and related outstandings) of such Revolving Loans (any such Revolving Loans which have been so converted, “Extended
Revolving Loans”) and to provide for other terms consistent with this Section 2.19. In order to establish any Extended Revolving Loans, the Company shall provide a notice to the Administrative Agent (who shall provide a copy of
such notice to each of the Lenders) (each, an “Extension Request”) setting forth the proposed terms of the Extended Revolving Loans to be established, which shall (x) be identical as offered to each Lender (including as to the
proposed interest rates and fees payable) and (y) be identical to the Existing Revolving Loans, except that: (i) repayments of principal of the Extended Revolving Loans may be delayed to later dates than the Maturity Date; (ii) the
Effective Yield with respect to the Extended Revolving Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Existing Revolving Loans to the extent
provided in the applicable Extension Amendment; and (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Maturity Date that is in effect on the effective date of the Extension
Amendment (immediately prior to the establishment of such Extended Revolving Loans); provided, however, that (A) in no event shall the final maturity date of any Extended Revolving Loans at the time of establishment thereof be
earlier than the then Maturity Date of any other Revolving Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the time of establishment thereof shall be no shorter than the remaining Weighted
Average Life to Maturity of any other Revolving Loans then outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Revolving Loans,
as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any
previously established Extension Series with respect to such Revolving Loans. 
 (b) With respect to any Extended Revolving Loans, subject to
the provisions of Sections 2.12(e) and 2.13(o) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after the Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro
rata basis by all Lenders with Revolving Commitments and/or Extended Revolving Loan Commitments in accordance with their Pro Rata Share of the Revolving Commitments under each Subfacility (and, except as provided in Sections 2.12(e) and
2.13(o), without giving effect to changes thereto on the Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under the Revolving Commitments and repayments thereunder shall be
made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings) and (y) repayments required upon any Maturity Date of any Revolving Commitments or
Extended Revolving Loan Commitments). 

  
 -96- 













 (c) The Company shall provide the applicable Extension Request at least ten
(10) Business Days prior to the date on which Lenders under the Existing Revolving Loans are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case
acting reasonably to accomplish the purposes of this Section 2.19. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into Extended Revolving Loans pursuant to any Extension Request. Any
Lender (each, an “Extending Lender”) wishing to have all or a portion of its Existing Revolving Loans subject to such Extension Request converted into Extended Revolving Loans shall notify the Administrative Agent (each, an
“Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Existing Revolving Loans which it has elected to request be converted into Extended Revolving Loans (subject to any minimum
denomination requirements imposed by the Administrative Agent). Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request. In the event that the
aggregate principal amount of Existing Revolving Loans subject to Extension Elections relating to a particular Extension Request exceeds the amount of Extended Revolving Loans requested pursuant to such Extension Request, Revolving Loans subject to
such Extension Elections shall be converted to Extended Revolving Loans on a pro rata basis based on the aggregate principal amount of Revolving Loans included in each such Extension Election or, to the extent such option is expressly set forth in
the respective Extension Request, the Company shall have the option to increase the amount of Extended Revolving Loans so that such excess does not exist. 

(d) Extended Revolving Loans shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement
among the Borrowers, the Administrative Agent and each Extending Lender providing Extended Revolving Loans thereunder which shall be consistent with the provisions set forth in Section 2.19(a) above (but which shall not require the
consent of any other Lender). The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment. 

(e) With respect to any extension consummated by a Borrower pursuant to this Section 2.19, (i) such extension shall not
constitute voluntary or mandatory payments or prepayments for purposes of this Agreement, (ii) with respect to Extended Revolving Loan Commitments, if the aggregate amount extended is less than (A) the LC Commitment, the LC Commitment
shall be reduced upon the date that is five (5) Business Days prior to the Maturity Date (to the extent needed so that the LC Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity Date), and,
if applicable, each applicable Borrower shall Cash Collateralize obligations under any issued Letters of Credit in an amount equal to 103% of the stated amount of such Letters of Credit, or (B) the Swingline Commitment, the Swingline Commitment
shall be reduced upon the date that is five (5) Business Days prior to the Maturity Date (to the extent needed so that the Swingline Commitment does not exceed the aggregate Revolving Commitment which would be in effect after the Maturity
Date), and, if applicable, each applicable Borrower shall prepay any outstanding Swingline Loans. The Administrative Agent and the Lenders hereby consent to each extension and the other transactions contemplated by this Section 2.19
(including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Loan Commitments on such terms as may be set forth in the Extension Request) and hereby waive the requirements of any provision of this
Credit Agreement or any other Credit Document that may otherwise prohibit any extension or any other transaction contemplated by this Section 2.19; provided that such consent shall not be deemed to be an acceptance of the
Extension Request. 
 (f) Each of the parties hereto hereby agrees that this Agreement and the other Credit Documents may be amended pursuant
to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of any Extended Revolving Loans incurred pursuant thereto, (ii) establish new
tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this
Section 2.19, and (iii) effect such other amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent


  
 -97- 













 
and the Company, to effect the provisions of this Section 2.19, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension
Amendment. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.19 and,
if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions actually received by such Required Lenders and shall also
be entitled to refrain from entering into such amendments with the Borrowers unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Administrative
Agent for any such advice or concurrence, all such amendments entered into with the Borrowers by the Administrative Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any extension, if
the Collateral Requirement is then currently in effect, the respective Credit Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the Latest Maturity Date
so that such maturity date is extended to the Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent). Subject to Section 9.12, the Credit Parties shall take any actions reasonably
requested by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the Security Documents continue to secure all Obligations and continue to be perfected under the UCC, the PPSA or otherwise after
giving effect to the extension of any Revolving Loans. 
 2.20. Adjustment of Revolver Commitments. 

(a) The Company may, by written notice to the Administrative Agent, request that the Administrative Agent and the Lenders increase or decrease
the Canadian Subfacility (a “Canadian Revolver Commitment Adjustment”), which request shall be granted by each Lender electing to participate in such Canadian Revolver Commitment Adjustment (subject to the last sentence of this
clause (a)); provided that each of the following conditions are satisfied: (i) only four Canadian Revolver Commitment Adjustments may be made in any fiscal year, (ii) the written request for a Canadian Revolver Commitment Adjustment
must be received by the Administrative Agent at least three (3) Business Days prior to the requested date (which shall be a Business Day) of the effectiveness of such Canadian Revolver Commitment Adjustment (such date of effectiveness, the
“Commitment Adjustment Date”), (iii) no Default or Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment
Date, (iv) any increase in the Canadian Subfacility shall result in a Dollar-for-Dollar decrease in the U.S. Subfacility pursuant to this Section 2.20, and any decrease in the Canadian Subfacility pursuant to this
Section 2.20 shall result in a Dollar-for-Dollar increase in the U.S. Subfacility, (v) in no event shall the Revolving Commitments exceed $500,000,000 (or such greater amount resulting from the provisions of
Section 2.15), (vi) no Canadian Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, and (vii) the Administrative Agent shall have received a certificate of the Company
dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such
Canadian Revolver Commitment Adjustment shall be in an amount equal to $10,000,000 or a multiple of $1,000,000 in excess thereof and shall concurrently increase or reduce, as applicable, (1) the aggregate Canadian Revolving Commitments
available for use under the Canadian Subfacility on a basis allocated by the Administrative Agent following discussion with each Lender as to its desire to participate in such Canadian Revolver Commitment Adjustment (which allocation may vary from
each such Lender’s Pro Rata Percentage of the amount to be reallocated) and (2) the aggregate U.S. Revolving Commitments available for use under the U.S. Subfacility then in effect among the Lenders in accordance with such Lender’s
increase or decrease in Canadian Revolving Commitments pursuant to clause (1). Notwithstanding the foregoing, (i) each Lender may elect or decline, in its sole discretion, to have its Revolving Commitment reallocated in


  
 -98- 













 
connection with any requested Canadian Revolver Commitment Adjustment, it being understood that no Lender shall be obligated to reallocate its Revolving Commitment unless it, in its sole
discretion, so agrees and, if a Lender fails to respond to any request for a Canadian Revolver Commitment Adjustment within five (5) Business Days after such Lender’s receipt of such request, such Lender shall be deemed to have declined to
participate in such Canadian Revolver Commitment Adjustment and (ii) in no event shall a Lender’s aggregate Commitment be reduced without its explicit consent. 

(b) The Administrative Agent shall promptly inform the Lenders of any request for a Canadian Revolver Commitment Adjustment made by the
Company. If the conditions set forth in clause (a) above are not satisfied on the applicable Commitment Adjustment Date (or, to the extent such conditions relate to an earlier date, such earlier date), the Administrative Agent shall notify the
Company in writing that the requested Canadian Revolver Commitment Adjustment will not be effectuated; provided, however, that the Administrative Agent shall in all cases be entitled to rely (without liability) on the certificate
delivered by the Company pursuant to clause (a)(vii) immediately above in making its determination as to the satisfaction of such conditions. On each Commitment Adjustment Date, the Administrative Agent shall notify the Lenders and the Company, on
or before 2:00 p.m. (New York time), by e-mail, of the occurrence of the Canadian Revolver Commitment Adjustment to be effected on such Commitment Adjustment Date, the amount of Revolving Loans held by each Lender as a result thereof, the amount of
the Revolving Commitment of each Lender available for use under the U.S. Subfacility and the amount of the Revolving Commitment of each Lender available for use under the Canadian Subfacility (and the percentage of each Revolving Loan that each
participant must purchase a participation interest in) as a result thereof. 
 2.21. FILO Exchange. 

(a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.21, the Company may at any
time and from time to time (but no more than twice in the aggregate) when no Event of Default then exists request that up to $50,000,000 in the aggregate (a) of the U.S. Revolving Commitments, together with any related outstandings, be
converted into a U.S. FILO Subfacility and/or (b) of the Canadian Revolving Commitments, together with any related outstandings, be converted into a Canadian FILO Subfacility. In order to establish any such Subfacility, the Company shall
provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders) (each, a “Canadian FILO Exchange Offer” or a “U.S. FILO Exchange Offer,” as the case may be) setting
forth the proposed terms of the FILO Commitments to be established, which shall (x) be identical as offered to each Lender (including as to the proposed fees payable) and (y) be on the terms set forth herein relating to the U.S. FILO
Subfacility or the Canadian FILO Subfacility, as applicable. 
 (b) The Company shall provide the applicable FILO Exchange Offer at least ten
(10) Business Days prior to the date on which Lenders are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the
purposes of this Section 2.21. No Lender shall have any obligation to agree to participate in any FILO Exchange Offer. Any Lender wishing to participate in the FILO Exchange Offer shall notify the Administrative Agent on or prior to the
date specified in such FILO Exchange Offer of the amount of its existing U.S. Revolving Commitments, or existing Canadian Revolving Commitments, as the case may be, which it requests be converted into FILO Commitments. Any Lender that does not
respond to the FILO Exchange Offer on or prior to the date specified therein shall be deemed to have rejected such FILO Exchange Offer. In the event that the aggregate principal amount of existing U.S. Revolving Commitments or existing Canadian
Revolving Commitments, as the case may be, of Lenders accepting such FILO Exchange Offer exceeds the amount of FILO Commitments requested, existing U.S. Revolving Commitments or existing Canadian Revolving Commitments, as the case may be, shall be
converted to U.S. FILO Commitments or Canadian FILO Commitments, as the case may be, on a pro rata basis based on the aggregate principal amount of Revolving Loans included in each such FILO Exchange Offer. 

  
 -99- 













 (c) FILO Commitments shall be established pursuant to an amendment to this Agreement among
the Borrowers, the Administrative Agent and each FILO Lender providing FILO Commitments thereunder (each, a “FILO Amendment”) which shall be consistent with the provisions set forth in Section 2.21(a) above (but which
shall not require the consent of any other Lender). The Administrative Agent shall promptly notify each Lender as to the effectiveness of such FILO Amendment. Upon the effectiveness of such FILO Amendment, the establishment of any U.S. FILO
Commitments shall result in a permanent Dollar-for-Dollar decrease in the U.S. Revolving Commitments, and the establishment of any Canadian FILO Commitments shall result in a permanent Dollar-for-Dollar decrease in the Canadian Revolving
Commitments. If amounts are outstanding under the U.S. Subfacility at the time of establishment of a U.S. FILO Subfacility, or outstanding under the Canadian Subfacility at the time of establishment of a Canadian FILO Subfacility, such amounts up to
the applicable FILO Line Cap shall be deemed outstanding under the newly-established FILO Subfacility, and only the excess over the applicable FILO Line Cap shall be deemed thereafter outstanding under the U.S. Subfacility or the Canadian
Subfacility, as the case may be. The Lenders under the U.S. Subfacility and U.S. FILO Subfacility, or the Canadian Subfacility and Canadian FILO Subfacility, as the case may be, will be required to make such payments and reallocations to one another
as the Administrative Agent shall see fit in order to effect this reallocation, as a condition to the effectiveness of any FILO Amendment instituting a U.S. FILO Subfacility or a Canadian FILO Subfacility. 

(d) With respect to any FILO Exchange Offer consummated by the Company pursuant to this Section 2.21, such exchange shall not
constitute voluntary or mandatory payments or prepayments for purposes of this Agreement. The Administrative Agent and the Lenders hereby consent to each such exchange and the other transactions contemplated by this Section 2.21 and
hereby waive the requirements of any provision of this Credit Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by this Section 2.21; provided that such consent shall not be deemed to
be an acceptance of the FILO Exchange Offer. 
 2.22. Subsidiary Borrowers. 

(a) The Company may at any time, upon not less than 10 Business Days’ notice from the Company to the Administrative Agent (or such shorter
period as may be agreed by the Administrative Agent in its sole discretion), designate any one or more Domestic Subsidiaries, Canadian Subsidiaries or, subject to the approval of the Administrative Agent, U.K. Subsidiaries of the Company (an
“Applicant Borrower”) as a U.S. Borrower, Canadian Borrower or U.K. Borrower, respectively, to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a
duly executed notice and agreement in substantially the form of Exhibit K (a “Borrower Designation Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower
becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received such supporting resolutions, constitutional documents, incumbency certificates, opinions of counsel, Security
Documents, Deposit Account Control Agreements, Collateral Access Agreements, valuations and other documents, instruments or information (including any “know-your-customer” information requested by the Administrative Agent, including, if
any Applicant Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification with respect to such Applicant Borrower), in form, content and scope reasonably satisfactory to
the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. If the Administrative Agent agrees that an
Applicant Borrower shall have satisfied all of the requirements of this Section 2.22 and, therefore, be entitled to 

  
 -100- 













 
receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, Security Documents, opinions of counsel and other documents, instruments or
information, the Administrative Agent shall send a notice in substantially the form of Exhibit L (a “Borrower Designation Notice”) to the Company and the Lenders specifying the effective date upon which the
Applicant Borrower shall constitute a U.S. Borrower, if the Applicant Borrower is a Domestic Subsidiary, a Canadian Borrower, if the Applicant Borrower is a Canadian Subsidiary, or a U.K. Borrower, if the Applicant Borrower is a U.K. Subsidiary, for
purposes hereof, whereupon each of the Lenders agrees to permit such Applicant Borrower to become a Borrower and to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Applicant Borrower
otherwise shall be a U.S. Borrower, Canadian Borrower or U.K. Borrower, as the case may be, for all purposes of this Agreement; provided that no Notice of Borrowing may be submitted by or on behalf of such Applicant Borrower until the date
three Business Days after such effective date. 
 (b) The Company may from time to time, upon not less than 10 Business Days’ notice
from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate any Domestic Subsidiary’s, Canadian Subsidiary’s or U.K. Subsidiary’s status as a
Borrower; provided that there are no outstanding Revolving Credit Facility Loans or LC Obligations payable by such Borrower, or other amounts payable by such Borrower on account of any Credit Extensions made to it, as of the effective date of
such termination (unless such Loans and other Obligations have been assumed by another Borrower). Following the termination of any Subsidiary’s status as a Borrower hereunder, such Subsidiary shall, subject to the terms of
Section 9.16, remain a Subsidiary Guarantor and shall remain subject to the terms of this Agreement. The Administrative Agent will promptly notify the Lenders of any such termination of a Subsidiary Borrower’s status. 

2.23.
Sustainability Adjustments. 
 (a) After the Fourth Amendment Effective Date, the Borrowers, in consultation with the Sustainability Coordinator, shall be
entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company and its Subsidiaries. The Sustainability Coordinator and the
Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement, with the written
consent of each Lender and each Issuing Bank directly and adversely affected thereby. Upon effectiveness of any such ESG Amendment, based on the Company’s performance against the KPI’s, certain adjustments (increase, decrease or no
adjustment) to the otherwise applicable Unused Line Fee Rate, Applicable Margin for U.S. Base Rate Loans, Canadian Base Rate Loans and Canadian Prime Rate Loans, and Applicable Margin for LIBO Rate Loans and CDOR Rate Loans will be made; provided
that the amount of such adjustments shall not exceed (i) a 0.05% increase and/or a 0.05% decrease in the otherwise applicable Applicable Margin for LIBO Rate Loans and CDOR Rate Loans, in each case, determined based upon the applicable rating
on the effective date of the ESG Amendment, and the adjustments to the Applicable Margin for U.S. Base Rate Loans, Canadian Base Rate Loans and Canadian Prime Rate Loans shall be the same amount, in basis points, as the adjustments to the Applicable
Margin for LIBO Rate Loans and CDOR Rate Loans or (ii) a 0.01% increase and/or a 0.01% decrease in the otherwise applicable unused commitment fee payable pursuant to Section 2.05(a). The pricing adjustments pursuant to the KPI’s will
require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles and is to be agreed between the Borrowers and the Sustainability Coordinator (each
acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of reducing the unused commitment fee payable pursuant to Section 2.05(a), the Applicable Margin
for U.S. Base Rate Loans, Canadian Base Rate Loans and Canadian Prime Rate Loans or Applicable Margin for LIBO Rate Loans
and CDOR Rate Loans to a level not otherwise permitted by this paragraph shall be subject only to the
consent of the Required Lenders. 

  
 -101- 














(b) The
Sustainability Coordinator will (i) assist the Borrowers in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers in preparing informational materials focused on ESG to be used in
connection with the ESG Amendment. 
 (c) This Section shall supersede any provisions in Section 13.12 to the contrary. 
 Section 3 Yield Protection, Illegality and Replacement of Lenders. 

3.01. Increased Costs, Illegality, etc. 

(a) In the event that any Lender shall have determined (which determination shall, absent demonstrable error, be final and conclusive and
binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent): 

(i) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the
interbank Eurodollar market or Canadian interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Rate” or “CDOR Rate”; 

(ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder
with respect to any LIBO Rate Loan or CDOR Rate Loan (including, but not limited to, (A) any Tax imposed on any Lender (except Indemnified Taxes or Other Taxes indemnified under Section 5.01 or any Excluded Taxes) or (B) a
change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the LIBO Rate or CDOR Rate, as applicable) because of a Change in Law; or 

(iii) at any time, that the making or continuance of any LIBO Rate Loan or CDOR Rate Loans has been made (x) unlawful by
any Change in Law, (y) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the SecondFourth Amendment Effective Date which materially and adversely affects the interbank Eurodollar market or the Canadian interbank market, 

then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice in writing to the
Company and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause
(i) above, LIBO Rate Loans or CDOR Rate Loans shall no longer be available until such time as the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of
Conversion/Continuation given by the Relevant Borrower with respect to LIBO Rate Loans or CDOR Rate Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the applicable Borrowers, (y) in the case
of clause (ii) above, each U.S. Borrower, jointly and severally, agrees to pay, and each Canadian Borrower and U.K. Borrower, if any, jointly and severally, agrees to pay, as applicable, to such Lender, upon such Lender’s written request
therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such
increased costs or reductions in amounts received or receivable hereunder (a written notice setting 

  
 -102- 













 
forth the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, shall be submitted to the Company by such Lender and shall, absent
demonstrable error, be final and conclusive and binding on all the parties hereto) and (z) in the case of clause (iii) above, the Borrowers shall take one of the actions specified in Section 3.01(b) as promptly as possible and,
in any event, within the time period required by law. 
 (b) At any time that any LIBO Rate Loan or CDOR Rate Loan is affected by the
circumstances described in Section 3.01(a)(ii), the Relevant Borrower may, and in the case of a LIBO Rate Loan or a CDOR Rate Loan affected by the circumstances described in Section 3.01(a)(iii), the Relevant Borrower shall,
either (x) if the affected LIBO Rate Loan or CDOR Rate Loan is then being made initially or pursuant to a conversion, cancel such Borrowing by giving the Administrative Agent written notice on the same date that the Relevant Borrower was
notified by the affected Lender or the Administrative Agent pursuant to Section 3.01(a)(ii) or (iii) or (y) if the affected LIBO Rate Loan or CDOR Rate Loan is then outstanding, upon at least three Business Days’
written notice to the Administrative Agent, require the affected Lender to convert such LIBO Rate Loan into a U.S. Base Rate Loan, or such CDOR Rate Loan into a Canadian Prime Rate Loan, at the end of the applicable Interest Period, or such earlier
date as may be required by applicable law; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 3.01(b). 

(c) If any Lender determines that after the
SecondFourth
 Amendment Effective Date any Change in Law will have the effect of increasing the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such
Lender based on the existence of such Lender’s Commitments hereunder or its obligations hereunder, then, in the case of a U.S. Lender, each U.S. Borrower, jointly and severally, and, in the case of U.S. and Canadian Lenders, each Canadian
Borrower and U.K. Borrower, if any, jointly and severally, agrees to pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to
such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital or liquidity. In determining such additional amounts, each Lender will act reasonably and
in good faith and will use averaging and attribution methods which are reasonable; provided that such Lender’s determination of compensation owing under this Section 3.01(c) shall, absent demonstrable error, be final and
conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 3.01(c), will give prompt written notice thereof to the Company, which notice shall show
in reasonable detail the basis for calculation of such additional amounts. 
 (d) [Reserved]. 

(e) Notwithstanding anything in this Agreement to the contrary, the Borrower shall not be required to compensate a Lender or Issuing Bank
pursuant to this Section 3.01 (i) for any increased costs incurred or reductions suffered more than 90 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of such Lender’s or
Issuing Bank’s intention to claim compensation under this Section 3.01; provided, however, that, if the introduction or change referred to in Section 3.01(a)(ii) or 3.01(c) giving rise to such
increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof or (ii) if such Lender or Issuing Bank is not charging such costs or reduced return to
its borrowers generally with respect to which it has the right to charge such costs. 
 3.02. Compensation. Each U.S. Borrower,
jointly and severally, agrees to compensate each U.S. Revolving Lender, and each Canadian Borrower and U.K. Borrower, if any, jointly and severally, agrees to compensate each Canadian Revolving Lender, upon its written request (which request shall
set forth in reasonable detail the basis for requesting such compensation and the calculation of the amount of 

  
 -103- 













 
such compensation), for all losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or
other funds required by such Lender to fund its LIBO Rate Loans or CDOR Rate Loans but excluding loss of the Applicable Margin or other anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such
Lender or the Administrative Agent) a Borrowing of, or conversion from or into, LIBO Rate Loans or CDOR Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn by
the applicable Borrower or deemed withdrawn pursuant to Section 3.01(a)); (ii) if any prepayment or repayment (including any termination or reduction of Commitments made pursuant to Section 2.07 or as a result of an
acceleration of the Loans pursuant to Section 11) or conversion of any of its LIBO Rate Loans or CDOR Rate Loans occurs on a date which is not the last day of an Interest Period with respect thereto; (iii) if any prepayment of any
LIBO Rate Loans or CDOR Rate Loans is not made on any date specified in a notice of termination or reduction given by the Company; (iv) if any Borrower shall fail to make a payment of any Loan or drawing under any Letter of Credit (or interest
due thereon) denominated in Canadian Dollars on its scheduled due date or any payment thereof in a different currency; or (v) as a consequence of (x) any other default by any Borrower to repay its LIBO Rate Loans or CDOR Rate Loans when
required by the terms of this Agreement or any Note held by such Lender or (y) any election made pursuant to Section 3.01(b). 

3.03. Change of Lending Office. Each Lender agrees that on the occurrence of any event giving rise to the operation of
Section 3.01(a)(ii) or (iii), Section 3.01(c) or Section 5.01 with respect to such Lender, it will, if requested by the Company, use reasonable efforts (subject to overall policy considerations of such
Lender) to designate another lending office for any Loans affected by such event; provided that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the
object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in this Section 3.03 shall affect or postpone any of the obligations of the Borrowers or the right of any Lender provided in
Sections 3.01 and 5.01. 
 3.04. Replacement of Lenders. (x) If any Lender becomes a Defaulting Lender,
(y) upon the occurrence of an event giving rise to the operation of Section 3.01(a)(ii) or (iii), Section 3.01(c) or Section 5.01 with respect to such Lender or (z) in the case of a refusal by a
Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Company shall
have the right, if no Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the “Replaced Lender”) with one or more other
Eligible Assignees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative
Agent (to the extent the Administrative Agent’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this
Section 3.04, the Replacement Lender shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to Section 13.04(c) to be paid by the
Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the Company, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding
Loans of,the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of
the respective Replaced Lender and (II) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender pursuant to Section 2.05 and (ii) all obligations of each Borrower due and owing to the Replaced
Lender at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such


  
 -104- 













 
replacement. Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 3.04, the Administrative Agent shall be entitled (but not obligated)
and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes
of this Section 3.04 and Section 13.04. Upon the execution of the respective Assignment and Assumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on
the Register pursuant to Section 13.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the applicable Borrower, the Replacement Lender shall become a Lender
hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 3.01, 3.02, 5.01, 12.07 and
13.01), which shall survive as to such Replaced Lender. In connection with any replacement of Lenders pursuant to, and as contemplated by, this Section 3.04, each Borrower hereby irrevocably authorizes the Company to take all
necessary action, in the name of such Borrower, as described above in this Section 3.04 in order to effect the replacement of the respective Lender or Lenders in accordance with the preceding provisions of this Section 3.04.

 3.05. Inability to Determine Rates. If the Required Lenders determine in good faith that for any reason (a) Dollar deposits
are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such LIBO Rate Loan or Canadian bankers’ acceptances are not being offered to banks in the Canadian interbank market for
the applicable amount and Interest Period of such CDOR Rate Loan, (b) adequate and reasonable means do not exist for determining the LIBO Rate or CDOR Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan or CDOR Rate
Loan, or (c) that the LIBO Rate or CDOR Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan or CDOR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative
Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBO Rate Loans or CDOR Rate Loans shall be suspended and (y) in the event of a determination described in the
preceding sentence with respect to the LIBO Rate component of the U.S. Base Rate or the CDOR Rate component of the Canadian Base Rate, the utilization of the LIBO Rate component in determining the U.S. Base Rate or the CDOR Rate component in
determining the Canadian Prime Rate, as applicable, shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending
request for a Borrowing of, conversion to or continuation of LIBO Rate Loans or CDOR Rate Loans, as applicable, or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (US Base Rate or
Canadian Base Rate, as applicable) in the case of a request for LIBO Rate Loans or Canadian Prime Rate Loans in the case of a request for CDOR Rate Loans, as applicable, in the amount specified therein. 

3.06. LIBOR Successor Rate. 

(a) Notwithstanding anything to the contrary in this Agreement or any other Credit Documents, if the Administrative Agent determines (which
determination shall be conclusive absent manifest error), or the Company or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or the Required Lenders (as
applicable) have determined, that: 
 (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested
Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or 

  
 -105- 













 (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority
having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific
date, the “Scheduled Unavailability Date”); or 
 (iii) syndicated loans currently being executed, or that
include language similar to that contained in this Section 3.06, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, 

then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the
Administrative Agent and the Company may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any
evolving or then existing convention for similar Dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate
Conforming Changes and any such amendment shall become effective at 5:00 p.m., New York City time, on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to
such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. 

(b) If no LIBOR Successor Rate has been determined and the circumstances under clause (a)(i) above exist or the Scheduled Unavailability Date
has occurred (as applicable), the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBO Rate Loans shall be suspended, (to the extent of the affected
LIBO Rate Loans or Interest Periods), and (y) the LIBO Rate component shall no longer be utilized in determining the U.S. Base Rate or the Canadian Base Rate. Upon receipt of such notice, the Company may revoke any pending Notice of Borrowing
for a Borrowing of, and any pending Notice of Continuation/Conversion for a conversion to or continuation of LIBO Rate Loans (to the extent of the affected LIBO Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such
request into a request for a Borrowing of U.S. Base Rate Loans or Canadian Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. 

(c) Notwithstanding anything else herein, any definition of
LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this
Agreement.to the contrary herein or in any other Credit Document: 

(i)
 On March 5, 2021 the Financial Conduct Authority
(“FCA”), the regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 2-month, 3-month, 6-month and
12- month U.S. dollar LIBOR tenor settings. On the earliest of (A) the date that all Available Tenors of U.S. dollar LIBOR have permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public
statement or publication of information to be no longer representative, (B) June 30, 2023 and (C) the Early Opt-in Effective Date in respect of a SOFR Early Opt-in, if the then-current Benchmark is LIBOR, the Benchmark Replacement will
replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this
Agreement or any other Credit Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis. 

  
 -106- 














(ii)
 (x) Upon (A) the occurrence of a Benchmark
Transition Event or (B) a determination by the Administrative Agent that neither of the alternatives under clause (1) of the definition of Benchmark Replacement are available, the Benchmark Replacement will replace the then-current
Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without
any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from
Lenders comprising the Required Lenders (and any such objection shall be conclusive and binding absent manifest error); provided that solely in the event that the then-current Benchmark at the time of such Benchmark Transition Event is not a
SOFR-based rate, the Benchmark Replacement therefor shall be determined in accordance with clause (1) of the definition of Benchmark Replacement unless the Administrative Agent determines that neither of such alternative rates is available.
 
 (y)
On the Early Opt-in Effective Date in respect of an Other Rate Early Opt-in, the Benchmark Replacement will
replace LIBOR for all purposes hereunder and under any Credit Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or
any other Credit Document. 
 (iii) At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such
Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic
reality that such Benchmark is intended to measure and that representativeness will not be restored, the Company may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear
interest by reference to such Benchmark until the Company’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Company will be deemed to have converted any such
request into a request for a borrowing of or conversion to Base Rate Loans. During the period referenced in the foregoing sentence, the component of Base Rate based upon the Benchmark will not be used in any determination of Base Rate. 

(iv)
 In connection with the implementation and
administration of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any
amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. 

(v)
 The Administrative Agent will promptly notify the Company
and the Lenders of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if
applicable, any Lender (or group of Lenders) pursuant to this Section 3.06(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to
take or refrain from taking any action, will be conclusive and binding absent manifest error and may be
made in its sole discretion and without consent from any other party hereto, except, in each case, as expressly
required pursuant to this Section 3.06(c).  

  
 -107- 














(vi)
 At any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR), then the Administrative Agent may remove any tenor of such Benchmark
that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (B) the Administrative Agent may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement)
settings. 
 Section 4 [Reserved]. 

Section 5 Taxes. 
 5.01.
Net Payments. 
 (a) All payments made by or on account of any Credit Party under any Credit Document shall be made free and clear of,
and without deduction or withholding for, any Taxes, except as required by applicable law. If any Taxes are required by applicable law to be withheld or deducted by any applicable withholding agent from such payments, (i) to the extent such
deduction or withholding is on account of an Indemnified Tax or Other Tax, the sum payable shall be increased by the applicable Credit Party as necessary so that after all required deductions or withholdings (including deductions or withholdings
applicable to additional sums payable under this Section 5.01) have been made, the Lender (or the Administrative Agent if the Administrative Agent receives the payment for its own account) receives an amount equal to the sum it would
have received had no such deductions or withholdings been made, subject to the provisions of the U.K Tax Schedule where the Borrower is a U.K. Borrower, (ii) the applicable withholding agent will make such deductions or withholdings, and
(iii) the applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority. In addition, the Credit Parties shall timely pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable law. The Credit Parties will furnish to the Administrative Agent within 45 days after the date the payment by any of them of any Indemnified Taxes or Other Taxes is due pursuant to applicable law certified copies of tax
receipts evidencing such payment by the applicable Credit Party. With respect to the U.S. Subfacility and the U.S. FILO Subfacility, the U.S. Credit Parties jointly and severally agree, and with respect to the Canadian Subfacility and the Canadian
FILO Subfacility, the Credit Parties jointly and severally agree, to indemnify and hold harmless the Administrative Agent and each Lender, and reimburse the Administrative Agent and each Lender, within 10 days of written request therefor, for the
amount of any Indemnified Taxes or Other Taxes payable or paid by the Administrative Agent or such Lender or required to be withheld or deducted in respect of any payment to the Administrative Agent or such Lender under any Credit Document, and any
Other Taxes (including any Indemnified Taxes and Other Taxes imposed on or attributable to amounts payable under this Section 5.01), and any reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared in good faith and delivered by the Administrative Agent or
such Lender (or by the Administrative Agent on behalf of a Lender) shall be conclusive absent manifest error. 
 (b) Any Lender that is
entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Company and the Administrative Agent, at the time or times reasonably requested by the Company or the
Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent, certifying as to any entitlement of such Lender to an exemption from, or


  
 -108- 













 
a reduced rate of, withholding Tax, including, where there is a U.K. Borrower, a passport under the HMRC DT Treaty Passport Scheme. In addition, each Lender shall deliver to the Company and the
Administrative Agent, at the time or times reasonably requested by the Company or the Administrative Agent, such other documentation prescribed by applicable law or reasonably requested by the Company or the Administrative Agent as will enable the
Company or the Administrative Agent to determine whether such Lender is subject to backup withholding or information reporting requirements. Each Lender shall, whenever a lapse in time or change in circumstances renders such documentation (including
any specific documents required below in Section 5.01(c)) expired, obsolete or inaccurate in any respect, deliver promptly to the Company and the Administrative Agent updated or other appropriate documentation (including any new
documentation reasonably requested by the Company or the Administrative Agent) or promptly notify the Company and the Administrative Agent in writing of its inability to do so. 

(c) Without limiting the generality of the foregoing, (I) solely with respect to the U.S. Subfacility or the U.S. FILO Subfacility or any
borrowing by any U.S. Borrower under the Canadian Subfacility or the Canadian FILO Subfacility: (x) each U.S. Revolving Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall deliver to
the Company and the Administrative Agent, on or prior to the date on which it becomes a party to this Agreement, (i) two accurate and complete original signed copies of (A) Internal Revenue Service Form
W-8BEN or W-8BEN-E (or successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party or (B) Internal Revenue Service Form
W-8ECI (or successor form), (ii) in the case of a Lender claiming exemption from U.S. federal withholding Tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio
interest,” a certificate substantially in the form of Exhibit C (any such certificate, a “U.S. Tax Compliance Certificate”) and two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or successor form), (iii) to the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership or a participating Lender), two accurate and complete original
signed copies of Internal Revenue Service Form W-8IMY (or successor form) of the Lender, accompanied by Form W-8ECI, Form W-8BEN,
W-8BEN-E, U.S. Tax Compliance Certificate, Form W-8IMY, and/or any other required information (or successor or other applicable form) from each beneficial owner that would be required under this
Section 5.01(c) if such beneficial owner were a Lender (provided that if the Lender is a partnership for U.S. federal income Tax purposes (and not a participating Lender), and one or more direct or indirect partners are claiming
the portfolio interest exemption, the U.S. Tax Compliance Certificate may be provided by such Lender on behalf of such direct or indirect partner(s)) or (iv) two accurate and complete original signed copies of any other form prescribed by
applicable U.S. federal income tax laws (including the Treasury Regulations) as a basis for claiming a complete exemption from, or a reduction in, U.S. federal withholding Tax on any payments to such Lender under the Credit Documents; and
(y) each Lender that is a United States person, as defined in Section 7701(a)(30) of the Code, shall deliver to the Company and the Administrative Agent, on or prior to the date on which it becomes a party to this Agreement, two accurate
and complete original signed copies of Internal Revenue Service Form W-9, or any successor form, certifying that such Lender is exempt from United States back-up withholding and (II) each Lender to the
Canadian Borrowers and U.K. Borrowers, if any, shall deliver to the Company and the Administrative Agent on or prior to the date on which it becomes a party to this Agreement two accurate and complete original signed copies of either
(x) Internal Revenue Service Form W-9, or any successor form, certifying that such Lender is exempt from United States back-up withholding or (y) an applicable Internal Revenue Service Form W-8 certifying such Lender’s non-U.S. status. If any payment made to a Lender solely with respect to the U.S. Subfacility or the U.S. FILO Subfacility or any borrowing by any U.S. Borrower under the Canadian
Subfacility or the Canadian FILO Subfacility would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in
Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent, at the time or 

  
 -109- 













 
times reasonably requested by the Company or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and
such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company or the Administrative Agent to comply with their respective obligations under FATCA, to determine whether such Lender
has complied with such Lender’s obligations under FATCA and to determine, if necessary, the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.01(c), “FATCA” shall include any amendment
made to FATCA after the
SecondFourth
 Amendment Effective Date. 
 (d) Notwithstanding any other provision of this
Section 5.01, a Lender shall not be required to deliver any form that such Lender is not legally eligible to deliver. 
 (e) Each
Lender hereby authorizes the Administrative Agent to deliver to the Credit Parties and to any successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant to Section 5.01(b) or
5.01(c). 
 (f) If the Administrative Agent or any Lender determines, in its sole discretion exercised in good faith, that it has
received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Credit Parties or with respect to which a Credit Party has paid additional amounts pursuant to Section 5.01(a), it shall pay to the
relevant Credit Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Credit Party under Section 5.01(a) with respect to the Indemnified Taxes or Other Taxes giving
rise to such refund), net of all reasonable out-of-pocket expenses (including any Taxes) of the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with
respect to such refund); provided that the relevant Credit Party, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to such Credit Party (plus any penalties, interest or other charges imposed by
the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Nothing in this Section 5.01(f) shall
be construed to obligate the Administrative Agent or any Lender to disclose its Tax returns or any other information regarding its Tax affairs or computations to any Person or otherwise to arrange its Tax affairs in any manner other than as it
determines in its sole discretion. 
 (g) For the avoidance of doubt, for purposes of this Section 5.01, the term
“Lender” shall include any Issuing Bank and any Swingline Lender. 
 Section 6 Conditions Precedent to Credit Events on the
Closing Date. The Administrative Agent, Swingline Lenders, the Issuing Bank and the Lenders shall not be required to fund any Revolving Loans or Swingline Loans, or arrange for the issuance of any Letters of Credit on the Closing Date, until the
following conditions are satisfied or waived. 
 6.01. Closing Date; Credit Documents. On or prior to the Closing Date, each Credit
Party, the Administrative Agent and each of the Lenders on the date hereof shall have signed a counterpart of this Agreement (whether the same or different counterparts) and shall have delivered (by electronic transmission or otherwise) the same to
the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or telex notice (actually received) at such office that the same has been signed and mailed to it. 

  
 -110- 













 6.02. Officer’s Certificate. On the Closing Date, the Administrative Agent shall
have received a certificate, dated the Closing Date and signed on behalf of the Company (and not in any individual capacity) by a Responsible Officer of the Company, certifying on behalf of the Company that (i) no 

Default or Event of Default exists; (ii) the representations and warranties set forth in Section 8 are true and correct in all material
respects (without duplication of any materiality standard set forth in any such representation or warranty); and (iii) the Credit Parties have complied with all agreements and conditions to be satisfied by them under the Credit Documents. 

6.03. Opinions of Counsel. On the Closing Date, the Administrative Agent shall have received from (i) Troutman Sanders LLP, U.S.
counsel to the Credit Parties and (ii) McCarthy Tétreault, special Canadian counsel to the Credit Parties, in each case, an opinion addressed to the Administrative Agent and each of the Lenders and dated the Closing Date in form and
substance reasonably satisfactory to the Administrative Agent. 
 6.04. Corporate Documents; Proceedings, etc. 

(a) On the Closing Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the Closing Date, signed by a
Responsible Officer of such Credit Party, and attested to by the Secretary or any Assistant Secretary of such Credit Party, in customary form, together with copies of the certificate or articles of incorporation and by-laws (or equivalent
organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent.

 (b) On the Closing Date, the Administrative Agent shall have received good-standing certificates (or similar instrument) and bring-down
telegrams or facsimiles, with respect to entities incorporated or formed under the laws of any U.S. jurisdiction for the Credit Parties which the Administrative Agent or either Joint Lead Arranger reasonably may have requested, certified by proper
governmental authorities. 
 6.05. Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a solvency
certificate from the chief financial officer of the Company substantially in the form of Exhibit F. 
 6.06. Borrowing Base
Certificate. The Company shall have delivered to the Administrative Agent a Borrowing Base Certificate as of the most recent month ended at least 20 days prior to the Closing Date, in form and substance reasonably satisfactory to the
Administrative Agent; provided that, notwithstanding the foregoing, or the result of any field exam, inventory appraisal or Borrowing Base Certificate, on the Closing Date, there shall be $300,000,000 of Availability. 

6.07. Material Adverse Effect. Since December 31, 2014, there shall not have occurred a Material Adverse Effect. 

6.08. Fees, etc. On the Closing Date, the Company shall have paid to the Agents and each Lender all fees required to be paid on the
Closing Date and all reasonable and documented out-of-pocket expenses required to be reimbursed by the Company to the Lenders, the Administrative Agent and the Joint Lead Arrangers in connection with the Transaction, in the case of such expenses to
the extent invoiced at least one Business Day prior to the Closing Date. 
 6.09. Security Agreements. On the Closing Date,
(a) each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement substantially in the form of Exhibit E-1 (as amended, modified, restated and/or
supplemented from time to time, the “U.S. Security Agreement”), and (b) each Canadian Credit Party shall have duly authorized, executed and delivered the Canadian Security Agreement substantially in the form of Exhibit E-2, covering all of such Credit Party’s present and future Collateral referred to therein, as applicable, and shall have delivered: 

  
 -111- 













 (i) in respect of each Credit Party, proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC, and PPSA or other appropriate filing offices of each jurisdiction, in each case, as may be reasonably necessary to perfect the security interests
purported to be created by such Security Agreements; 
 (ii) in respect of each Credit Party, certified copies, each of a
recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements under the UCC and the PPSA and other filings
and/or registrations that name the relevant Credit Party as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the relevant Credit Party as debtor
(none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or securing the Existing Credit Agreement (which liens are to be released on the Closing Date)) and, as regards to Canadian Credit Parties, lien
searches evidencing that all actions necessary to establish the Collateral Agent has a perfected security interest in and Lien on the Canadian Collateral have been taken and (y) reports as of a recent date listing all effective tax and judgment
liens with respect to the relevant Credit Party in each jurisdiction as the Agents may reasonably require; and 
 (iii) an
executed U.S. Perfection Certificate and Canadian Perfection Certificate. 
 6.10. Lender Loss Sharing Agreement. Each of the Lenders
shall have executed and delivered a counterpart to the Lender Loss Sharing Agreement. 
 6.11. Financial Statements. On or prior to
the Closing Date, the Agents and the Lenders shall have received (i) unaudited consolidated balance sheets and the related consolidated statements of operations, comprehensive loss, changes in equity and cash flows of the Company for each
fiscal quarter of the Company ended after the fiscal year 2014 of the Company for which financial statements are available, (ii) audited consolidated balance sheets and the related consolidated statements of operations, comprehensive loss,
changes in equity and cash flows of the Company for the two most recently completed fiscal years prior to the Closing Date, (iii) the Borrowers’ and their respective Restricted Subsidiaries’ most recent annual projected income
statement, balance sheet and statement of cash flows for the period through December 31, 2018 and (iv) quarterly projections and availability forecasts for the period ending December 31, 2015. 

6.12. Patriot Act. The Company and each other Credit Party shall have provided to the Administrative Agent the documentation and other
information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, the Patriot Act and AML Legislation, in each case, at least 3 Business Days prior to the
Closing Date, to the extent reasonably requested in writing at least 7 Business Days prior to the Closing Date. 
 6.13. Insurance.
The Administrative Agent shall have received certificates of insurance, together with appropriate endorsements, for the insurance policies carried by the Credit Parties, all in compliance with the Credit Documents, including
Section 9.03(c) hereof. 
 6.14. Repayment of Obligations of Existing Credit Agreement. Reasonably satisfactory
arrangements shall have been made for the repayment in full of the “Obligations” under and as defined in the Existing Credit Agreement and for the release of all the liens and security interests thereunder. 

  
 -112- 













 Each of the requirements set forth in Section 6.09 (except to the extent that a
Lien on such Collateral may under applicable law be perfected upon closing by the filing of financing statements under the UCC or the PPSA (and if applicable, the filing of notices of intention to give security in favor of applicable Canadian
Revolving Lenders pursuant to Section 427 of the Bank Act (Canada))) shall not constitute conditions precedent to any Credit Events on the Closing Date after the Company’s use of commercially reasonable efforts to satisfy such
requirements without undue burden or expense, to provide such items on or prior to the Closing Date but in any event shall be delivered within 90 days of the Closing Date (or such later date as the Administrative Agent may approve). 

Section 7 Conditions Precedent to All Credit Events. The obligation of each Lender and each Issuing Bank to make any Credit Extension
shall be subject to the satisfaction (or waiver) of each of the conditions precedent set forth below: 
 7.01. Notice of Borrowing.
The Administrative Agent shall have received a Notice of Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03) if Loans are being requested or, in the case of the
issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by
Section 2.13(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.12(b). 

7.02. Availability. The Availability Conditions on the proposed date of such Credit Extension shall be satisfied. 

7.03. No Default. No Default or Event of Default shall exist at the time of, or result from, such funding or issuance. 

7.04. Representations and Warranties. Each of the representations and warranties made by any Credit Party set forth in
Section 8 hereof or in any other Credit Document shall be true and correct in all material respects (without duplication of any materiality standard set forth in any such representation or warranty) on and as of the date of such Credit
Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all
material respects as of such date (without duplication of any materiality standard set forth in any such representation or warranty). 
 The
acceptance of the benefits of each Credit Extension shall constitute a representation and warranty by each Borrower to the Administrative Agent and each of the Lenders that all the conditions specified in this Section 7 and applicable to
such Credit Event are satisfied as of that time (other than such conditions which are subject to the discretion of the Administrative Agent or the Lenders). All of the Notes, certificates, legal opinions and other documents and papers referred to in
Section 6 and in this Section 7, unless otherwise specified, shall be delivered to the Administrative Agent at the Notice Office for the account of each of the Lenders. 

Section 8 Representations, Warranties and Agreements. In order to induce the Lenders to enter into this Agreement and to make the Loans,
each Credit Party, as applicable, make the following representations, warranties and agreements. 
 8.01. Organizational Status. The
Company and each of its Restricted Subsidiaries (i) is a duly organized or incorporated and validly existing corporation, partnership, limited liability company or unlimited liability company, as the case may be, in good standing under the laws
of the jurisdiction of its organization or incorporation, to the extent applicable, (ii) has the corporate, partnership, limited liability company or unlimited liability company power and authority, as the case may be, to own its property and
assets and to transact the business in which it is engaged and presently proposes to engage and (iii) is, to 

  
 -113- 













 
the extent such concepts are applicable under the laws of the relevant jurisdiction, duly qualified and is authorized to do business and is in good standing in each jurisdiction where the
ownership, leasing or operation of its property or the conduct of its business requires such qualifications except for failures to be so qualified which, individually and in the aggregate, have not had, and could not reasonably be expected to have,
a Material Adverse Effect. 
 8.02. Power and Authority. Each Credit Party has the corporate, partnership, limited liability company
or unlimited liability company power and authority, as the case may be, to execute, deliver and perform the terms and provisions of each of the Credit Documents to which it is party and has taken all necessary corporate, partnership, limited
liability company or unlimited liability company action, as the case may be, to authorize the execution, delivery and performance by it of each of such Credit Documents. Each Credit Party has duly executed and delivered each of the Credit Documents
to which it is party, and each of such Credit Documents constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law). 

8.03. No Violation. Neither the execution, delivery or performance by any Credit Party of the Credit Documents to which it is a party,
nor compliance by it with the terms and provisions thereof, (i) will contravene any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality, other than any law,
statute, rule or regulation the violation of which could not reasonably be expected to result in a Material Adverse Effect, (ii) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or
constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of the property or assets of any Credit Party or any of its respective
Restricted Subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, in each case to which any Credit Party or any of its Restricted
Subsidiaries is a party or by which it or any of its property or assets is bound or to which it may be subject, the violation of which could reasonably be expected to result in a Material Adverse Effect or (iii) will violate any provision of
the certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent organizational documents), as applicable, of any Credit Party or any of its respective Restricted Subsidiaries.

 8.04. Approvals. No order, consent, approval, license, authorization or validation of, or filing, recording or registration with
(except for (x) those that have otherwise been obtained or made on or prior to the Closing Date and which remain in full force and effect on the Closing Date, (y) filings which are necessary to perfect the security interests and Liens
created under the Security Documents and (z) periodic reports under the Securities and Exchange Act of 1934, as amended), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to be obtained or
made by, or on behalf of, any Credit Party to authorize, or is required to be obtained or made by, or on behalf of, any Credit Party in connection with, the execution, delivery and performance of any Credit Document. Each Credit Party has, is in
compliance with, and is in good standing with respect to, all Governmental Approvals necessary to conduct its business and to own, lease and operate its properties except to the extent the failure to have, or comply with, such Governmental Approvals
would not reasonably be expected to have a Material Adverse Effect. All necessary import, export or other licenses, permits or certificates for the import or handling of any goods or other Collateral have been procured and are in effect, and the
Credit Parties have complied with all foreign and domestic laws with respect to the shipment and importation of any goods or Collateral, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. 

  
 -114- 













 8.05. Financial Statements; Financial Condition; Projections. 

(a) The consolidated balance sheets and the related consolidated statements of operations, comprehensive loss, changes in equity and cash flows
of the Company and its consolidated Subsidiaries that have been and are hereafter delivered to the Administrative Agent and the Lenders, are prepared in accordance with GAAP, and fairly present, in all material respects, the financial positions and
results of operations of the Company and its consolidated Subsidiaries as of the dates and for the periods indicated. All projections delivered from time to time to the Administrative Agent and the Lenders have been prepared in good faith, based on
assumptions believed at the time to be reasonable in light of the circumstances at such time. Since December 31, 2014, there has been no change in the condition, financial or otherwise, of the Company or its Subsidiaries that could reasonably
be expected to have a Material Adverse Effect. 
 (b) On and as of the Closing Date, after giving effect to the consummation of the
Transaction (including the incurrence of all Loans), (i) the present fair saleable value of the assets of the Company and its Subsidiaries, on a consolidated basis, exceeds the amount that will be required to be paid on or in respect of the
debts and other liabilities (including, without limitation, subordinated and contingent liabilities) of the Company and its Subsidiaries, on a consolidated basis, as they become absolute and mature, (ii) the Company and its Subsidiaries, on a
consolidated basis, will not have unreasonably small capital to carry out their businesses as conducted or as proposed to be conducted, and (iii) the Company and its Subsidiaries, on a consolidated basis, do not intend to incur debts and other
liabilities (including, without limitation, subordinated and contingent liabilities) beyond their ability to pay such debts as they become absolute and mature. 

8.06. Litigation. There are no actions, suits or proceedings pending or, to the knowledge of any Credit Party, threatened (i) with
respect to the Transaction or any Credit Document or (ii) that either individually or in the aggregate, have had, or could reasonably be expected to have, a Material Adverse Effect. 

8.07. True and Complete Disclosure. All written information (taken as a whole) furnished by or on behalf of any Credit Party in writing
to the Administrative Agent or any Lender (including, without limitation, all such written information contained in the Credit Documents) for purposes of or in connection with this Agreement, the other Credit Documents or any transaction
contemplated herein or therein does not, and all other such written information (taken as a whole) hereafter furnished by or on behalf of any Credit Party in writing to the Administrative Agent or any Lender will not, on the date as of which such
written information is dated or certified, contain any material misstatement of fact or omit to state any material fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the
circumstances under which such written information was provided. 
 8.08. Use of Proceeds; Margin Regulations. 

(a) All proceeds of the Loans incurred on the Closing Date will be used by the Borrowers to finance the repayment of the Existing Credit
Agreement and to pay Transaction Costs. 
 (b) All proceeds of the Loans incurred after the Closing Date will be used for working capital
needs and general corporate purposes, including the financing of capital expenditures, Permitted Acquisitions, and other permitted Investments, Restricted Payments and any other purpose not prohibited hereunder. 

  
 -115- 













 (c) No Credit Party is engaged, principally or as one of its important activities, in the
business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of any Credit Event (or the proceeds thereof) will be used to purchase
or carry any Margin Stock or to extend credit for the purpose of purchasing or carrying any Margin Stock, unless following such use or extension of credit the value of all Margin Stock held by all Credit Parties and their Restricted Subsidiaries in
the aggregate does not exceed 25% of the value of the assets of the Credit Parties and their Restricted Subsidiaries on a consolidated basis. Neither the making of any Loan nor the use of the
proceeds thereof nor the occurrence of any other Credit Event will violate the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System. 

8.09. Tax Returns and Payments. Except where the failure to do so could not reasonably be expected to, individually or in the aggregate,
have a Material Adverse Effect: (i) the Company and each of its Restricted Subsidiaries has timely filed or caused to be timely filed with the appropriate taxing authority all Tax returns, statements, forms and reports for taxes (the
“Returns”) required to be filed by, or with respect to the income, properties or operations of, the Company and/or any of its Restricted Subsidiaries, (ii) the Returns accurately reflect liability for Taxes of the Company and
its Restricted Subsidiaries for the periods covered thereby, and (iii) the Company and each of its Restricted Subsidiaries have paid all Taxes payable by them, other than those that are being contested in good faith by appropriate proceedings
and fully provided for as a reserve on the financial statements of the Company and its Restricted Subsidiaries in accordance with GAAP. There is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best
knowledge of the Company or any of its Restricted Subsidiaries, threatened in writing by any authority regarding any Taxes relating to the Company or any of its Restricted Subsidiaries. As of the Closing Date, neither the Company nor any of its
Restricted Subsidiaries has entered into an agreement or waiver that is still in effect or been requested in writing to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of Taxes of the
Company or any of its Restricted Subsidiaries. 
 8.10. ERISA. 

(a) No ERISA Event has occurred or is reasonably expected to occur that could reasonably be expected to result in a Material Adverse Effect.
Each Plan is in compliance in form and operation with its terms and with the applicable provisions of ERISA, the Code and other applicable law, except for such non-compliance that could not reasonably be expected to have a Material Adverse Effect.
Except as could not reasonably be expected to result in a Material Adverse Effect, each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from
the Internal Revenue Service or is in the form of a prototype document that is the subject of a favorable opinion letter. 
 (b) There are no
actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Company or any Restricted Subsidiary, threatened, which could reasonably be expected, either individually or in the
aggregate, to have a Material Adverse Effect. 
 8.11. The Security Documents. 

(a) The provisions of the Security Agreements are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors
legal, valid and enforceable security interests and Liens (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’
rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) in and on all right, title and interest of the Credit Parties in the Collateral specified therein in which a security interest or Lien


  
 -116- 













 
can be created under applicable law, and (x) in the case of the U.S. Security Agreement and the U.S. Collateral described therein, upon (i) the timely and proper filing of financing
statements listing each applicable U.S. Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party,
(ii) sufficient identification of commercial tort claims (as applicable), and (iii) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the UCC) with respect to any Deposit
Account (other than Excluded Accounts), the Collateral Agent, for the benefit of the Secured Creditors, has (to the extent provided in the U.S. Security Agreement) a fully perfected security interest in and Lien on all right, title and interest in
all of the U.S. Collateral (as described in the U.S. Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions, (y) in the
case of each Canadian Security Agreement and Canadian Collateral described therein, proper filings of PPSA financing statements and other required filings and registrations have been made (to the extent provided in such Canadian Security Agreement)
to create a fully perfected security interest in and Lien on all right, title and interest in all of the Canadian Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under
applicable law through these actions and (z) in the case of each U.K. Security Document and U.K. Collateral described therein, required filings and registrations have been made (to the extent provided in the U.K. Security Documents) to create a
fully perfected security interest in and Lien on all right, title and interest in all of the U.K. Collateral, subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law
through these actions. 
 (b) Upon delivery, if any, in accordance with Section 9.12 or 9.13, as applicable, and to the
extent required hereunder, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) and, upon recordation in the appropriate recording office,
perfected security interest in and mortgage Lien on the respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior
to the rights of all third Persons (except as may exist pursuant to the Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto). 

8.12. [Reserved]. 
 8.13. EEAAffected
 Financial Institutions. No Credit Party is an EEAAffected Financial Institution. 

8.14. Subsidiaries. On and as of the Closing Date, the Company has no Subsidiaries other than those Subsidiaries listed on Schedule
8.14. Schedule 8.14 correctly sets forth, as of the Closing Date, the percentage ownership (direct and indirect) of the Company in each class of capital stock of each of its Subsidiaries and also identifies the direct owner thereof. 

8.15. Compliance with Statutes, OFAC Rules and Regulations; Patriot Act; FCPA. 

(a) Each of the Company and each of its Restricted Subsidiaries, and each of their respective officers, is in compliance with all applicable
statutes, regulations and orders of (including Anti-Terrorism Laws and any other laws relating to terrorism, money laundering, embargoed persons or the Patriot Act and AML Legislation), and all applicable restrictions imposed by, all governmental
bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property (including, without limitation, applicable statutes, regulations, orders and restrictions relating to environmental standards and controls)
except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect. 

  
 -117- 













 (b) The Company and each Restricted Subsidiary, and each of their respective directors and
officers, is in compliance in all material respects with the applicable foreign assets control regulations of the Office of Foreign Assets Control (“OFAC”) of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as
amended) and of the Government of Canada, including pursuant to the Special Economic Measures Act (Canada) and similar laws of Canada or any enabling legislation or executive order relating thereto, and the Company and each Subsidiary and any
Affiliate thereof is in compliance in all materials respects with Sanctions. No part of the proceeds of any Loans hereunder will be used directly, by any Credit Party or any of its Subsidiaries, or indirectly, to the knowledge of the Credit Parties
and their Subsidiaries, to fund any operations in, finance any investments or activities in or make any payments in violation OFAC, the Special Economics Measures Act (Canada), Anti-Terrorism Laws, AML Legislation and any similar laws of Canada or
the FCPA. Notwithstanding anything in this Agreement, nothing in this Agreement shall require the Company and any of its Restricted Subsidiary or any of their respective directors, officers, employees, agents, or Affiliate that is registered or
incorporated under the laws of Canada or of a province to commit an act or omission that contravenes the Foreign Extraterritorial Measures (United States) Order, 1992. 

(c) The Company and each Restricted Subsidiary, and each of their respective directors and officers, is in compliance in all material respects
with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq. (“FCPA”), and any foreign counterpart thereto applicable to the Company or such Subsidiary. To the knowledge of the Borrowers, none of the
Company or any Subsidiary has made a payment, offering, or promise to pay, or authorized the payment of, money or anything of value (a) in order to assist in obtaining or retaining business for or with, or directing business to, any foreign
official, foreign political party, party official or candidate for foreign political office, (b) to a foreign official, foreign political party or party official or any candidate for foreign political office, or (c) with the intent to
induce the recipient to misuse his or her official position to direct business wrongfully to the Company or any Subsidiary or to any other Person, in violation of FCPA or any Canadian counterpart thereto applicable to the Company or such Subsidiary.

 (d) None of the Company or the Restricted Subsidiaries is, or is controlled by Persons that are, nor to the actual knowledge of senior
management of the Company, none of any director, officer, employee or agent of the Company or any Restricted Subsidiary is an individual that is, (i) the subject of any Sanctions, or (ii) located, organized or resident in a country or
territory that is, or whose government is, the subject of Sanctions, including Crimea, Cuba, Iran, North Korea, and Syria. 
 8.16.
Investment Company Act. None of the Company or any Restricted Subsidiary is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, required to be registered as such. 

8.17. [Reserved]. 
 8.18.
Environmental Matters. 
 (a) The Company and each Restricted Subsidiary and their respective operations and facilities are in
compliance with all Environmental Laws and have obtained, maintained and are in compliance with the requirements of all applicable permits, licenses and other approvals required to be issued under such Environmental Laws, except where the failure to
obtain, maintain or comply would not reasonably be expected to have a Material Adverse Effect. There are no pending or, to the knowledge of any Credit Party, threatened Environmental Claims which would reasonably be expected to have a


  
 -118- 













 
Material Adverse Effect relating in any way to the Company or any Restricted Subsidiary or any Real Property currently or formerly owned, leased or operated by the Company or any Restricted
Subsidiary. To the knowledge of any Credit Party, there are no facts, circumstances, conditions or occurrences with respect to the business or operations of the Company or any Restricted Subsidiary, or any Real Property currently or formerly owned,
leased or operated by the Company or any Restricted Subsidiary that could be reasonably expected (i) to form the basis of an Environmental Claim against the Company or any Restricted Subsidiary or (ii) to cause any Real Property owned,
leased or operated by the Company or any Restricted Subsidiary to be subject to any restrictions on the ownership, lease, occupancy or transferability of such Real Property by the Company or any Restricted Subsidiary under any applicable
Environmental Law, in each case which would reasonably be expected to have a Material Adverse Effect. 
 (b) Hazardous Materials have not at
any time been generated, used, treated or stored on, or transported to or from, or Released on or from, any Real Property currently or, to the knowledge of the Company or any Restricted Subsidiary, formerly owned, leased or operated by the Company
or any Restricted Subsidiaries where such generation, use, treatment, storage, transportation or Release has, after giving effect to any emissions credits available to the Company or any Subsidiary (i) violated or could be reasonably expected
to violate any Environmental Law, (ii) given rise to an Environmental Claim or (iii) given rise to liability under any Environmental Law, in each case which would reasonably be expected to have a Material Adverse Effect. 

8.19. Labor Relations. Except as would not reasonably be expected to have a Material Adverse Effect, (a) as of the Closing Date,
there are no strikes, lockouts, slowdowns or other labor disputes pending against the Company or any Restricted Subsidiary or, to the knowledge of each Credit Party, threatened against the Company or any Restricted Subsidiary, (b) to the
knowledge of each Credit Party, there are no questions concerning union representation with respect to the Company or any Restricted Subsidiary, (c) the hours worked by and payments made to employees of the Company or any Restricted Subsidiary
have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, provincial, municipal, local, or foreign law dealing with such matters and (d) to the knowledge of each Credit Party, no wage and hour department
investigation has been made of the Company or any Restricted Subsidiary. 
 8.20. Intellectual Property. The Company and each
Restricted Subsidiary owns or has the right to use Intellectual Property used in, held for use in and otherwise necessary for the present conduct of its respective business. The operation of their respective businesses by the Company and each
Restricted Subsidiary does not infringe upon, misappropriate, violate or otherwise conflict with the Intellectual Property of any third party except as such would not reasonably expected to have a Material Adverse Effect. 

8.21. [Reserved]. 
 8.22.
Borrowing Base Certificate. At the time of delivery of each Borrowing Base Certificate, assuming that any eligibility criterion that requires the approval or satisfaction of the Administrative Agent has been approved by or is satisfactory to
the Administrative Agent, each Account reflected therein as eligible for inclusion in the Borrowing Base is an Eligible Account, Eligible Insured and Letter of Credit Backed Account or Eligible Investment Grade Account and the Inventory reflected
therein as eligible for inclusion in the Borrowing Base constitutes Eligible Inventory, in each case as of the month end date for which such Borrowing Base Certificate is calculated. 

8.23. [Reserved]. 

  
 -119- 













 8.24. Canadian Pension Plans. As of the Closing Date, Schedule 8.24 lists all
Canadian Pension Plans maintained or contributed to by each Canadian Credit Party. None of the Canadian Pension Plans is a “multi-employer pension plan,” as defined in the Pension Benefits Act (Ontario) or an equivalent plan under
the pension standards legislation of any other applicable jurisdiction in Canada, other than where all employers are Credit Parties or Affiliates of Credit Parties. The Canadian Pension Plans are duly registered under the ITA (if such registration
is required) and under all other applicable laws which require registration and no event has occurred which could reasonably be expected to cause the loss of such registered status. All obligations of each of the Canadian Credit Parties (including
fiduciary, funding, investment and administration obligations) required to be performed in connection with the Canadian Pension Plans and the funding agreements therefor have been performed on a timely basis and in compliance with the terms of such
plans and agreements, any applicable collective bargaining agreement and all laws (including the Canadian Pension Regulations), except to the extent that any failure to do so could not reasonably be expected to have a Material Adverse Effect. All
employer and employee payments, contributions or premiums to be remitted, paid to or in respect of each Canadian Pension Plan have been paid or remitted in a timely fashion in accordance with the terms thereof, any funding agreement and all
applicable laws. Except as disclosed in Schedule 8.24, no events have occurred which could give rise to a partial or full termination of any Canadian Pension Plan and there are no outstanding disputes concerning the assets of the Canadian
Pension Plans, in either case which could reasonably be expected to have a Material Adverse Effect. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans. No promises of benefit improvements under the
Canadian Pension Plans have been made by the Credit Parties except where such improvement could not reasonably be expected to have a Material Adverse Effect. 

Section 9 Affirmative Covenants. The Company and each other Restricted Subsidiary hereby covenants and agrees that on and after the
Closing Date and so long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder (other than (i) any indemnification obligations arising hereunder for which no claim has been made and (ii) Secured Bank
Product Obligations), or any Letter of Credit shall remain outstanding (unless such Letter of Credit is Cash Collateralized or backstopped on terms reasonably satisfactory to the issuer of such Letter of Credit): 

9.01. Information Covenants. The Company will furnish to the Administrative Agent for distribution to each Lender: 

(a) Quarterly Financial Statements. Within 60 days (or such earlier date on which the Company is required (giving effect
to any extensions granted by the SEC) to make any public filing of such information) after the end of each of the first three fiscal quarters of each fiscal year, (i) the consolidated balance sheet of the Company and its Subsidiaries as of the
end of such quarterly accounting period and the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended
with the last day of such quarterly accounting period, in each case setting forth comparative figures for the corresponding quarterly accounting period in the prior fiscal year, certified by a Responsible Officer of the Company that they fairly
present, in all material respects and in accordance with GAAP, the financial condition of the Company and its consolidated Subsidiaries as of the dates indicated and the results of their operations for the periods indicated, subject to normal
year-end audit adjustments and the absence of footnotes, and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period. If the Company has filed (within the
time period required above) a Form 10-Q with the SEC for any fiscal quarter described above, then the Lenders shall accept such Form 10-Q in lieu of such items. 

  
 -120- 













 (b) Annual Financial Statements. Within 105 days (or such earlier
date on which the Company is required (giving effect to any extensions granted by the SEC) to make any public filing of such information) after the end of each fiscal year, (i) the consolidated balance sheet of the Company and its Subsidiaries
as of the end of such fiscal year and the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for such fiscal year setting forth comparative figures for the preceding fiscal year, together
with an opinion from PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing (which opinion (1) may be addressed to the board of directors and the shareholders of the Company and
(2) shall be without a “going concern” or like qualification or exception nor any qualification or exception as to the scope of such audit) which states that such statements presents fairly, in all material respects, the financial
position of the Company and its consolidated subsidiaries as of the close of such fiscal year, and the results of operations and their cash flows for the periods indicated, in conformity with GAAP and (ii) management’s discussion and
analysis of the important operational and financial developments during such fiscal year. If the Company has filed (within the time period required above) a Form 10-K with the SEC for any fiscal year described
above, then the Lenders shall accept such Form 10-K in lieu of such items. 
 (c)
Perfection Certificate Update. At the time of delivery of the Section 9.01(b) annual financials, a certificate from a Responsible Officer certifying that there have been no changes to Schedules 1, 2, 7, 8 and 9 of the U.S.
Perfection Certificate and Schedules 1, 2, 6, 7, and 8 of the Canadian Perfection Certificate since the Closing Date or, if later, since the date of the most recent certificate delivered pursuant to this Section 9.01(e), or if there have
been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (ii), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Security
Documents) and whether the Company and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Security Documents in connection with any such changes. 

(d) Annual Budget. No later than 60 days following the first day of each fiscal year of the Company, a consolidated
annual plan, prepared in accordance with the Company’s normal accounting procedures applied on a consistent basis, for the next fiscal year, containing quarterly detail, including projected quarterly borrowing base levels for such fiscal year.

 (e) Officer’s Certificates. At the time of the delivery of the Section 9.01 Financials, a Compliance
Certificate from a Responsible Officer of the Company substantially in the form of Exhibit G, certifying on behalf of the Company that, to such Responsible Officer’s knowledge after due inquiry, no Default or Event of Default has
occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof, which certificate shall set forth the reasonably detailed calculations with respect to the Consolidated Fixed
Charge Coverage Ratio for such period. 
 (f) Notices. Promptly after any Responsible Officer of the Company or any of
its Restricted Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default or any default or event of default under the Senior Notes Indenture or any refinancing thereof
or any Specified Secured Indebtedness or other debt instrument in excess of the Threshold Amount, (ii) any litigation or governmental investigation or proceeding pending against the Company or any of its Subsidiaries (x) which, either
individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect or (y) with respect to any Credit Document, or (iii) any other event, change or circumstance that has had, or could reasonably be
expected to have, a Material Adverse Effect. 

  
 -121- 













 (g) Other Reports and Filings. Promptly after the filing or delivery
thereof, copies of all financial information, proxy materials and reports, if any, which the Company or any of its Restricted Subsidiaries shall publicly file with the Securities and Exchange Commission or any successor thereto (the
“SEC”) or deliver to holders (or any trustee, agent or other representative therefor) of the Senior Notes pursuant to the terms of the Senior Notes Indenture. 

(h) Know Your Customer Information. Promptly upon any request, information and documentation reasonably requested by the
Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, the Proceeds of Crime (Money Laundering)
and Terrorist Financing Act (Canada) and the Beneficial Ownership Regulation. 
 (i) Notices to Holders of Senior
Notes and Specified Secured Indebtedness. Contemporaneously with the sending or filing thereof, the Company will provide to the Administrative Agent for distribution to each of the Lenders, any notices provided to, or received from, holders of
(I) Senior Notes, or any refinancing thereof or (II) Specified Secured Indebtedness or other Indebtedness, in each case of this clause (II), with a principal amount in excess of the Threshold Amount. 

(j) Financial Statements of Unrestricted Subsidiaries. If following the Closing Date any Subsidiary (other than an
Immaterial Subsidiary) is designated as an Unrestricted Subsidiary, then simultaneously with the delivery of each set of Section 9.01 Financials, a reconciliation reflecting adjustments necessary to eliminate the accounts of Unrestricted
Subsidiaries (if any) from such consolidated financial statements. 
 (k) Pension Plan Notices. The Company shall
deliver to the Administrative Agent upon request (i) a complete copy of the most recent annual report (on Internal Revenue Service Form 5500 series, including, to the extent required, the related financial and actuarial statements and opinions
and other supporting statements, certifications, schedules and information) filed with the Internal Revenue Service or other Governmental Authority of each Plan that is maintained or sponsored by the Company or a Restricted Subsidiary,
(ii) copies of the annual actuarial report (including applicable schedules) with respect to each Canadian Pension Plan as filed with any applicable Governmental Authority, and (iii) copies of annual financial statements or reports in
respect of Canadian Pension Plan funds delivered to the appropriate Canadian pension authorities. 
 (l) Other
Information. From time to time, such other information or documents (financial or otherwise) with respect to the Company or any of its Restricted Subsidiaries (including in relation to any Canadian Pension Plans) as the Administrative Agent or
any Lender (through the Administrative Agent) may reasonably request, including a listing of each Credit Party’s trade payables, specifying the trade creditor and balance due, and a detailed trade payable aging, all in form reasonably
satisfactory to the Administrative Agent. 
 (m) Information required to be delivered pursuant to this
Section 9.01 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information (including, in the case of certifications required pursuant to clause (a) above, the
certifications accompanying any such quarterly report pursuant to Section 302 of the Sarbanes-Oxley Act of 2002), shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access
or shall be available on the website of the Securities and Exchange Commission at http://www.sec.gov. 

  
 -122- 













 
Information required to be delivered pursuant to this Section 9.01 may also be delivered by electronic communications permitted by Section 13.03. 

9.02. Books, Records and Inspections. 

(a) The Company and any Restricted Subsidiary will keep proper books of record and accounts in which full, true and correct entries in
conformity with GAAP in all material respects. 
 (b) The Company will permit the Administrative Agent, subject to reasonable advance notice
to, and reasonable coordination with, the Company and normal business hours, to visit and inspect the properties of any Borrower, at the Borrowers’ expense to the extent provided in clause (c) below, inspect, audit and make extracts from
any Borrower’s corporate, financial or operating records, and discuss with its officers, employees, agents, advisors and (in the presence of the Company, any Borrower or a Subsidiary of the Company, unless a Default or Event of Default shall
have occurred and be continuing) independent accountants (subject to such accountants’ customary policies and procedures) such Borrower’s business, financial condition, assets and results of operations; provided that the
Administrative Agent shall only be permitted to conduct one field examination and one inventory appraisal with respect to any Collateral comprising the Borrowing Base per 12-month period; (which inventory
appraisal may be waived once every two years (non-consecutively) in the Administrative Agent’s sole discretion so long as Specified Availability has been greater than 75% of the Line Cap for an entire annual period as of the date of such
waiver); provided, further, that if at any time Specified Availability is less than the greater of (x) 15% of the Line Cap and (y) $67,500,000 for a period of 5 consecutive
Business Days during such 12-month period, one additional field examination and one additional inventory appraisal will be permitted in such 12-month period, except that during the existence and continuance of an Event of Default, there shall be no
limit on the number of additional field examinations and inventory appraisals that shall be permitted at the Administrative Agent’s request; it being understood that such field examination or appraisal, once commenced, may be completed at,
subject to Section 13.01, the Borrowers’ expense notwithstanding the cessation of such Event of Default. Neither the Administrative Agent nor any Lender shall have any duty to any Borrower to share any results of any field
examination with any Borrower. The Company acknowledges that all field examinations are conducted by or for the Administrative Agent and Lenders for their purposes, and the Borrowers shall not be entitled to rely upon them. The Administrative Agent
and the Lenders shall, at the request of the Company, share any results of any appraisal with the Credit Parties, subject to any non-reliance or similar undertakings, if any, required by the appraiser or the Lenders. 

(c) Subject to Section 13.01(a), reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses of the
Administrative Agent in connection with (i) one examination per fiscal year of any Borrower’s books and records or any other financial or Collateral matters as the Administrative Agent deems appropriate and (ii) field examinations and
inventory appraisals of Collateral comprising the Borrowing Base in each case subject to the limitations on such examinations, audits and appraisals permitted under clause (b) above. 

9.03. Maintenance of Property; Insurance. 

(a) The Company and each Restricted Subsidiary will (i) keep all tangible property necessary to the business of the Company and such
Restricted Subsidiary in good working order and condition, ordinary wear and tear, casualty and condemnation excepted, (ii) maintain with financially sound and reputable insurance companies insurance on all such property and against all such
risks as is consistent and in accordance with industry practice for companies similarly situated owning similar properties and engaged in similar businesses as the Company and such Restricted Subsidiary and (iii) furnish to the Administrative
Agent, upon its request therefor, full information as to the insurance carried. 

  
 -123- 













 (b) If at any time during the effectiveness of a Collateral Requirement the improvements on
a Mortgaged Property are located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the National Flood
Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then the Relevant Borrower shall, or shall cause the applicable Credit Party to, (i) maintain, with a financially sound and reputable insurer, flood insurance in an
amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Administrative Agent evidence of such insurance in form and substance reasonably
acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance. 
 (c) The Company and
each Restricted Subsidiary will at all times keep its property constituting Collateral insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance
maintained by the Company and/or such Restricted Subsidiaries), (i) shall be endorsed to the Collateral Agent’s reasonable satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent
as loss payee or additional insured, as applicable), (ii) shall, in the case of Canadian Collateral, include an Insurance Bureau of Canada, Form 3000, mortgagee endorsement, and (iii) if agreed by the insurer (which agreement the Relevant
Borrower shall use commercially reasonable efforts to obtain), shall state that such insurance policies shall not be canceled without at least 30 days’ prior written notice thereof (or, with respect to non-payment of premiums, 10 days’
prior written notice) by the respective insurer to the Collateral Agent; provided that the requirements of this Section 9.03(c) shall not apply to (x) insurance policies covering (1) directors and officers, fiduciary or
other professional liability, (2) employment practices liability, (3) workers’ compensation liability, (4) automobile and aviation liability, (5) health, medical, dental and life insurance, and (6) such other insurance
policies and programs as the Collateral Agent may approve; and (y) self-insurance programs. 
 (d) If the Company or any Restricted
Subsidiary shall fail to maintain insurance in accordance with this Section 9.03, or the Company or any Restricted Subsidiary shall fail to so endorse and deposit all policies or certificates with respect thereto, after any applicable
grace period, the Administrative Agent shall have the right (but shall be under no obligation), after 5 days’ notice to the Company, to procure such insurance and the Credit Parties jointly and severally agree to reimburse the Administrative
Agent for all reasonable costs and expenses of procuring such insurance. 
 9.04. Existence; Franchises. The Company and any
Restricted Subsidiary will (a) do all things necessary to preserve and keep in full force and effect its existence and (b) in the case of the Company and such Restricted Subsidiaries, its and their rights, franchises, licenses, permits,
and Intellectual Property, in each case under this clause (b), to the extent the failure to do so would reasonably be expected to have a Material Adverse Effect; provided, however, that nothing in this Section 9.04 shall
prevent (i) sales of assets and other transactions by the Company or such Restricted Subsidiaries in accordance with Section 10.02, (ii) the abandonment by the Company or such Restricted Subsidiaries of any rights, franchises,
licenses, permits, or Intellectual Property that the Company reasonably determines are no longer material to the operations of the Company and such Restricted Subsidiaries taken as a whole, or (iii) the withdrawal by the Company or such
Restricted Subsidiaries of their respective qualification as a foreign corporation, partnership, limited liability company or unlimited liability company, as the case may be, in any jurisdiction if such withdrawal could not, either individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect. 

  
 -124- 













 9.05. Compliance with Statutes, etc. The Company and any Restricted Subsidiary will
comply with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property (including
applicable statutes, regulations, orders and restrictions relating to environmental standards and controls, ERISA, Canadian Employee Benefits Legislation, OFAC, FCPA, Anti-Terrorism Laws, AML Legislation and Patriot Act), except in each case such
noncompliance as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 
 9.06.
Compliance with Environmental Laws. The Company and any Restricted Subsidiary will comply with all Environmental Laws and permits applicable to, or required by, the ownership, lease or use of Real Property now or hereafter owned, leased or
operated by the Company or any Restricted Subsidiary, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens
imposed pursuant to such Environmental Laws (other than Liens imposed on leased Real Property resulting from the acts or omissions of the owner of such leased Real Property or of other tenants of such leased Real Property who are not within the
control of the Company), except, in each case, where the failure to do so would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Restricted Subsidiary will generate, use, treat, store, Release or permit the
generation, use, treatment, storage, or Release of Hazardous Materials at, on or under any Real Property now or hereafter owned, leased or operated by the Company or any Restricted Subsidiary, or transport or permit the transportation of Hazardous
Materials to or from any such Real Property (after giving effect to any emissions credits available to the Company or any Subsidiary), except in compliance with all Environmental Laws or where such non-compliance would not reasonably be expected to
have a Material Adverse Effect. 
 9.07. ERISA. As soon as reasonably practicable and, in any event, within ten (10) Business
Days after the Company or any Restricted Subsidiary knows of the occurrence of any of the following, the Company will deliver to the Administrative Agent a certificate setting forth a reasonable level of detail as to such occurrence and the action,
if any, that the Company, such Restricted Subsidiary or, to the knowledge of the Company, an ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given or filed by the Company, such Restricted
Subsidiary, the Plan administrator or, to the extent available, such ERISA Affiliate to or with the PBGC or any other Governmental Authority, or a Plan participant and any notices received by the Company, such Restricted Subsidiary or, to the extent
available, such ERISA Affiliate from the PBGC or any other Governmental Authority, or a Plan participant with respect thereto: that (a) an ERISA Event has occurred that is reasonably expected to result in a Material Adverse Effect;
(b) there has been an increase in Unfunded Pension Liabilities since the date the representations hereunder are given, or from any prior notice, as applicable, in either case, which is reasonably expected to result in a Material Adverse Effect;
(c) there has been an increase in the estimated withdrawal liability under Section 4201 of ERISA, if the Company, any Restricted Subsidiary and the ERISA Affiliates were to withdraw completely from any and all Multiemployer Plans which is
reasonably expected to result in a Material Adverse Effect; or (d) the Company, any Restricted Subsidiary or, to the knowledge of the Company, any ERISA Affiliate adopts, or commences contributions to, any Plan subject to Section 412 of
the Code, or adopts any amendment to a Plan subject to Section 412 of the Code which is reasonably expected to result in a Material Adverse Effect. 

9.08. [Reserved]. 
 9.09.
[Reserved]. 
 9.10. Payment of Taxes. Each of the Company and any Restricted Subsidiary will pay and discharge all material
Taxes imposed upon it or upon its income or profits or upon any properties belonging to it, prior to the date on which penalties attach thereto and all material lawful claims which, if unpaid, might become a Lien or charge upon any properties of the
Company or any Restricted Subsidiary not otherwise permitted under Section 10.01(i); provided that neither the Company nor any Restricted Subsidiary shall be required to pay any such Tax which is being contested in good faith and
by appropriate proceedings if it has maintained adequate reserves with respect thereto in accordance with GAAP. 

  
 -125- 













 9.11. Use of Proceeds. Each Borrower will use the proceeds of the Loans only as
provided in Section 8.08. 
 9.12. Additional Security; Further Assurances; etc. 

(a) Each Borrower and each Wholly-Owned Restricted Subsidiary which is a Domestic Subsidiary, a Canadian Subsidiary or an English Subsidiary,
but excluding any Immaterial Subsidiary, will,grant to the Collateral Agent for the benefit of the Secured Creditors security interests in such Collateral of such Borrower and such Restricted Subsidiaries as are not covered by the original Security
Documents and as may be reasonably requested from time to time by the Administrative Agent, the Collateral Agent or the Required Lenders (collectively, as may be amended, modified or supplemented from time to time, the “Additional Security
Documents”); provided that, solely with respect to the U.S. Subfacility or the U.S. FILO Subfacility or any borrowing by any U.S. Borrower under the Canadian Subfacility or the Canadian FILO Subfacility, the pledge of the outstanding
capital stock of any FSHCO or CFC directly owned by a U.S. Credit Party shall be limited to (x) no more than sixty-five percent (65%) of the total combined voting power for all classes of the voting capital stock (including, for the
avoidance of doubt, any instrument treated as stock for U.S. federal income tax purposes) of such FSHCO or CFC and (y) one-hundred percent (100%) of the non-voting capital stock of such FSHCO or CFC. All such security interests and
Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and (subject to exceptions as are reasonably acceptable to the Administrative Agent) shall constitute, upon taking all
necessary perfection (or the equivalent with respect to each Canadian Credit Party under applicable law in Canada and each English Credit Party under English law or the relevant law of any country in the U.K. other than England and Wales where any
U.K. Collateral is situated) action (which the Credit Parties agree to promptly take) valid and enforceable perfected (or the equivalent with respect to each Canadian Credit Party under applicable law in Canada and each English Credit Party under
applicable law in England and Wales or the relevant law in any other country in the U.K.)) security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws generally affecting creditors’ rights in any jurisdiction and by equitable principles (regardless of whether enforcement is sought in equity or at law)), superior to and prior to the rights of all third Persons
(in the case of ABL Priority Collateral) and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by
law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Administrative Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all
Taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding any other provision in this Agreement or any other Credit Document and solely with respect to the U.S. Subfacility or the U.S. FILO Subfacility or
any borrowing by any U.S. Borrower under the Canadian Subfacility or the Canadian FILO Subfacility, no FSHCO, Foreign Subsidiary that is a CFC, or Domestic Subsidiary of a Foreign Subsidiary that is a CFC shall be required to pledge, nor shall the
U.S. Collateral include, any of its assets to secure any obligations of the U.S. Credit Parties under the Credit Documents relating to the U.S. Subfacility or the U.S. FILO Subfacility or guarantee the obligations of the Company under the Credit
Documents relating to the U.S. Subfacility or the U.S. FILO Subfacility or any borrowing by any U.S. Borrower under the Canadian Subfacility or the Canadian FILO Subfacility. 

  
 -126- 













 (b) With respect to any person that is or becomes after the Closing Date a Wholly-Owned
Restricted Subsidiary which is either a Domestic Subsidiary, a Canadian Subsidiary or an English Subsidiary, but excluding any Immaterial Subsidiary, the applicable Credit Party that is the parent of such Wholly-Owned Restricted Subsidiary or such
Wholly-Owned Restricted Subsidiary, as applicable, shall promptly (i) if a Domestic Subsidiary, cause such new Domestic Subsidiary (A) to execute a joinder agreement to this Agreement and the Credit Party Guaranty set forth herein in form
and substance satisfactory to the Administrative Agent to join as a U.S. Subsidiary Guarantor and a joinder agreement to each applicable Security Document, substantially in the form annexed thereto, and (B) cause such new Wholly-Owned Domestic
Subsidiary to take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Document to be duly perfected to the extent required by such agreement in
accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; (ii) if a Canadian Subsidiary, cause such
Wholly-Owned Canadian Subsidiary (A) to execute a joinder agreement to this Agreement and the Credit Party Guaranty set forth herein in form and substance satisfactory to the Administrative Agent to join as a Canadian Subsidiary Guarantor and a
joinder agreement to each applicable Security Document, substantially in the form annexed thereto and (B) to take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by
the applicable Security Document to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested
by the Administrative Agent or the Collateral Agent; (iii) if an English Subsidiary, cause such English Subsidiary (A) to execute a joinder agreement to this Agreement and the Credit Party Guaranty set forth herein in form and substance
satisfactory to the Administrative Agent to join as an English Guarantor and a new Security Document in form and substance reasonably acceptable to the Administrative Agent and Collateral Agent or a joinder agreement to each applicable Security
Document, substantially in the form annexed thereto and (B) to take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Security Document to be duly
perfected to the extent required by such agreement in accordance with all applicable Requirements of Law; and (iv) at the request of the Administrative Agent, deliver to the Administrative Agent a signed copy of an opinion, addressed to the
Administrative Agent and the other Lenders, of counsel to the Credit Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 9.12(b) as the Administrative Agent may reasonably request. 

(c) Each of the Credit Parties will, at the expense of the Company, make, execute, endorse, acknowledge, file and/or deliver to the Collateral
Agent, promptly, upon the reasonable request of the Administrative Agent or the Collateral Agent, at the Company’s expense, any document or instrument supplemental to or confirmatory of the Security Documents, including opinions of counsel, or
otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary for the continued validity, perfection (or the equivalent with respect to the Canadian Credit Parties under applicable law in Canada and with respect to the
English Credit Parties under the relevant applicable law in the U.K.) and priority of the Liens on the Collateral covered thereby subject to no other Liens except for Permitted Liens or as otherwise permitted by the applicable Security Document.

 (d) Each of the Credit Parties agrees that each action required by clauses (a) through (c) of this Section 9.12
shall be completed as soon as reasonably practicable, but in no event later than 90 days after such action is required to be taken pursuant to such clauses or requested to be taken by the Administrative Agent, the Collateral Agent or the Required
Lenders (or such longer period as the Administrative Agent shall otherwise agree), as the case may be; provided that in no event will any Credit Party be required to take any action, other than using its commercially reasonable efforts, to
obtain consents from third parties with respect to its compliance with this Section 9.12. 

  
 -127- 













 (e) The Company shall be entitled, upon written request to the Administrative Agent, to have
any Subsidiary that is a Credit Party released from its obligations under this Agreement and the other Credit Documents to which it is a party, and to have all liens and security interests granted by such Subsidiary, if (x)(A) such Person ceases to
be a Restricted Subsidiary as a result of a transaction permitted hereunder, (B) such Person ceases to be a Restricted Subsidiary or (C) such Subsidiary is an Immaterial Subsidiary and (y), if such Subsidiary is a Borrower, all Loans and
other Obligations of such Borrower have been paid in full and all Letters of Credit issued for the account of such Subsidiary have been terminated (except to the extent any such Letter of Credit is Cash Collateralized or backstopped on terms
reasonably satisfactory to the issuer of such Letter of Credit). 
 9.13. Post-Closing Actions. Each of the Credit Parties agrees that
it will complete each of the actions described on Schedule 9.13 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.13 with respect to such action or such later date as the Administrative Agent may
reasonably agree. 
 9.14. Collateral Requirement. 

(a) Upon the occurrence of the Collateral Requirement, each of the Credit Parties will grant to the Collateral Agent for the benefit of the
Secured Creditors valid and perfected security interests and Mortgages (to the extent applicable) in all of the Non-ABL Priority Collateral of the Credit Parties that will secure the Specified Secured Indebtedness under Section 10.01(vi)
that triggered such Collateral Requirement (such Specified Secured Indebtedness, the “Applicable Specified Secured Indebtedness”) and which Non-ABL Priority Collateral is not covered by the then existing Security Documents by
entering into Additional Security Documents that are in form and substance reasonably acceptable to the Administrative Agent; provided that solely with respect to the U.S. Subfacility or the U.S. FILO Subfacility or any borrowing by any U.S.
Borrower under the Canadian Subfacility or the Canadian FILO Subfacility, the pledge of the outstanding capital stock of any FSHCO or CFC directly owned by a U.S. Credit Party shall be limited to (x) no more than sixty-five percent
(65%) of the total combined voting power for all classes of the voting capital stock (including, for the avoidance of doubt, any instrument treated as stock for U.S. federal income tax purposes) of such FSHCO or CFC and (y) one-hundred
percent (100%) of the non-voting capital stock of such FSHCO or CFC. 
 (b) All such security interests and Mortgages shall be granted
pursuant to documentation consistent with the security documentation granted to the holders of the Applicable Specified Secured Indebtedness and otherwise reasonably satisfactory in form and substance to the Administrative Agent and (subject to
exceptions as are acceptable to the holders of the Applicable Specified Secured Indebtedness and otherwise reasonably acceptable to the Administrative Agent) shall constitute, upon taking all necessary perfection (or the equivalent with respect to
each Canadian Credit Party under applicable law in Canada and each English Credit Party under the relevant applicable law in the U.K.) action (which the Credit Parties agree to promptly take) valid and enforceable perfected (or the equivalent with
respect to each Canadian Credit Party under applicable law in Canada and each English Credit Party under the relevant applicable law in the U.K.) security interests and Mortgages (except to the extent that the enforceability thereof may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), superior to and prior
to the rights of all third Persons (other than the holders of the Applicable Specified Secured Indebtedness) and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be duly
recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are acceptable to the holders of the Applicable Specified Secured Indebtedness and otherwise reasonably
acceptable to the Administrative Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to such Additional 

  
 -128- 













 
Security Documents and all Taxes, fees and other charges payable in connection therewith shall be paid in full. Notwithstanding any other provision in this Agreement or any other Credit Document
and solely with respect to the U.S. Subfacility or the U.S. FILO Subfacility or any borrowing by any U.S. Borrower under the Canadian Subfacility or the Canadian FILO Subfacility, no FSHCO, Foreign Subsidiary, or Domestic Subsidiary of a Foreign
Subsidiary that is a CFC shall be required to pledge, nor shall the U.S. Collateral include, any of its assets to secure any obligations of the U.S. Credit Parties under the Credit Documents relating to the U.S. Subfacility or the U.S. FILO
Subfacility or any borrowing by any U.S. Borrower under the Canadian Subfacility or the Canadian FILO Subfacility or guarantee the obligations of the Company under the Credit Documents relating to the U.S. Subfacility or the U.S. FILO Subfacility or
any borrowing by any U.S. Borrower under the Canadian Subfacility or the Canadian FILO Subfacility. 
 (c) If following the occurrence and
during the continuation of the Collateral Requirement the Administrative Agent reasonably determines that it or the Lenders are required by law or regulation to have appraisals prepared in respect of any Mortgaged Property, the Company will, at its
own expense, provide to the Administrative Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended, and which
shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent. 
 (d) If any Mortgages are to be delivered in
connection with a Collateral Requirement, the Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property (together
with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Credit Party relating thereto) and a certificate as to coverage under, and a declaration page relating to, the insurance policies
required by Section 9.03 (including, without limitation, flood insurance policies) and the applicable provisions of the Security Documents, each of which (i) shall be endorsed or otherwise amended to include a “standard”
or “New York” lender’s loss payable or mortgagee endorsement (as applicable), (ii) shall name the Collateral Agent, on behalf of the Secured Creditors, as additional insured, (iii) in the case of flood insurance, shall
(a) identify the addresses of each property located in a special flood hazard area, (b) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (c) provide that the insurer
will give the Collateral Agent 45 days’ written notice of cancellation or non-renewal and (iv) shall be otherwise in form and substance satisfactory to the Administrative Agent. 

(e) Each Agent and each Lender agrees that, notwithstanding anything to the contrary in this Section 9.14, (i) no Credit Party
shall be required to grant any Lien on or security interest in any Non-ABL Collateral, or, except to the extent the Lenders are required by law to require the actions set forth in Section 9.14(c) or 9.14(d), take any action to
establish, perfect, preserve or protect any such Lien or security interest, except and only to the extent such Lien or security interest is granted to, or such action to establish, perfect, preserve or protect any such Lien or security interest is
required by, the holders of the Applicable Specified Secured Indebtedness or their representative and (ii) as such time as the Lien on or security interest in such Non-ABL Priority Collateral is released by the holders of the Applicable
Specified Secured Indebtedness, the Collateral Agent shall, and it hereby authorized to, release the Lien on and security interest in such Non-ABL Priority Collateral held by the Collateral Agent. 

(f) Each Borrower and each Restricted Subsidiary agrees that the requirements of this Section 9.14 shall be satisfied (or waived by
the Administrative Agent) as soon as reasonably practicable but in no event later than the date on which any of the foregoing actions are required to be taken for the benefit of the holders of the Applicable Specified Secured Indebtedness secured by
such Non-ABL Priority Collateral (subject to exceptions as are reasonably acceptable to the Administrative Agent). 

  
 -129- 













 (g) In the event that any Applicable Specified Secured Indebtedness is repaid, or the
holders thereof release all Liens and security interests in the ABL Priority Collateral securing such Applicable Specified Secured Indebtedness or release their Liens and security interests in the Non-ABL Priority Collateral, then the Collateral
Requirement with respect to such Applicable Specified Indebtedness shall terminate and, subject to the terms of this Section 9.14 with respect to any other Specified Secured Indebtedness, the Administrative Agent and the Collateral Agent will
release the Liens and security interests in the Non-ABL Priority Collateral as security for the Obligations. 
 9.15. Canadian Pension
Plans. Each Credit Party shall: 
 (a) for each existing, or hereafter adopted, Canadian Pension Plan, comply in a timely
fashion with and perform all of its obligations (including fiduciary, funding, investment and administration obligations) under and in respect of such Canadian Pension Plan, including under any funding agreements, any applicable collective
bargaining agreement and all laws (including the Canadian Pension Regulations), except where any failure to do so could not reasonably be expected to have a Material Adverse Effect; 

(b) remit or pay all employer and employee payments, contributions or premiums required to be remitted, paid to or in respect
of each Canadian Pension Plan in a timely fashion in accordance with the terms thereof, any funding agreements, any applicable collective bargaining agreement and all laws (including the Canadian Pension Regulations); 

(c) furnish to the Administrative Agent (i) promptly after becoming aware of any failure to make, remit or pay any
employee or employer payments, contributions (including “normal cost,” “special payments” and any other payments in respect of any funding deficiencies or shortfalls) or premiums to a Canadian Pension Plan on a timely basis which
remains unpaid, written notice thereof, together with an explanation of the actions taken or proposed to be taken by the applicable Credit Party relating thereto, (ii) promptly after becoming aware of any decision or action taken by a Credit
Party to wind up or terminate any Canadian Pension Plan that provides for defined benefits (other than an Ontario Pension Plan) or any decision or written notice of a Governmental Authority ordering, proposing to order or indicating an intention to
order the partial or full termination of any Canadian Pension Plan that provides for defined benefits or the occurrence of or forthcoming occurrence of any event which could reasonably be expected to result in the partial or full termination of any
Canadian Pension Plan that provides for defined benefits, written notice thereof, together with an explanation of the actions taken or proposed to be taken by the applicable Credit Party relating thereto and (iii) not less than thirty
(30) days (or such shorter period as is reasonably practicable in the case of an arm’s-length sale of any Canadian Pension Plan to a buyer who assumes all liabilities thereunder) prior to the windup or termination by any Credit Party of
any Ontario Pension Plan which provides defined benefits, notice of such event; 
 (d) for each existing, or hereafter
adopted, registered Canadian Pension Plan, ensure that such plan retains its registered status under applicable laws; and 

(e) comply in all material respects with all covenants, responsibilities and other obligations imposed on the Company and each
of its Subsidiaries under the Government Pension Agreements. 
 9.16. Designation of Unrestricted Subsidiaries. The Company may at any
time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that
(i)

  
 -130- 













 
immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Payment Conditions
shall be satisfied on a pro forma basis, (iii) in the case of any Borrower designated as an Unrestricted Subsidiary, all Loans outstanding to such Borrower shall be repaid in full in cash and all Letters of Credit issued for the account of such
Borrower shall have expired or been terminated, (iv) [reserved], (v) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (I) the Senior Notes Indenture or (II)
any other debt instrument of the Company or any Restricted Subsidiary, in each case of this subclause (II), with a principal amount in excess of the Threshold Amount, (vi) within 30 days (or such later date as the Administrative Agreement may
agree in its sole discretion) after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Company shall comply with the provisions of Section 9.12 with respect to such designated Restricted
Subsidiary, (vii) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary, (viii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, no recourse whatsoever (whether by contract or by
operation of law or otherwise) may be had to the Company or any Restricted Subsidiary or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary except as permitted by Section 10.05 and
(ix) the Company shall have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer certifying, to the best of such officer’s knowledge, compliance with the requirements of
the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clause (ii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute
(A) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (B) a return on any Investment by the Company in Unrestricted Subsidiaries pursuant to the preceding
sentence in an amount equal to the fair market value at the date of such designation of the Company’s Investment in such Subsidiary. 

9.17. Collateral Monitoring and Reporting. 

(a) Borrowing Base Certificates. By the 20th day of each month, the Company shall deliver to the Administrative Agent (and the
Administrative Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate as of the close of business of the previous month; provided that,
if a Quarterly Reporting Event shall have occurred and be continuing, the Company need only deliver to the
Administrative Agent such Borrowing Base Certificates as of the 20th day of each month that immediately follows the end of a fiscal quarter of the Company; provided further, that if a Weekly
Reporting Event shall have occurred and be continuing, the Company shall deliver to the Administrative Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the previous week, which
weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Administrative Agent; it being understood that any Borrowing Base Certificates delivered on a weekly basis will be limited to updating the
balances of the Accounts as of the most recently ended week. All information (including the calculation of Availability, Suppressed Availability and Specified Availability) in a Borrowing Base Certificate shall be certified by the Company. The
Administrative Agent may from time to time, in its Permitted Discretion, adjust any such report to the extent any information or calculation is inaccurate or does not comply with this Agreement. 

(b) Records and Schedules of Accounts. 

(i) Each Credit Party shall keep accurate and complete records of its Accounts, including all payments and collections thereon, and the Company
shall submit to the Administrative Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to the Administrative Agent, on such periodic basis as the Administrative Agent may request. The Company shall also provide
to the Administrative Agent, on or before the 20th day of each month, a summary aged trial balance of all Accounts as of the end of the preceding month, together with such status reports and other information as the Administrative Agent may
reasonably request. 

  
 -131- 













 (ii) If an Account of any U.S. Credit Party, Canadian Credit Party or English Credit Party
includes a charge for any Taxes, the Administrative Agent is authorized, in its discretion at any time during the continuation of an Event of Default, to pay the amount thereof to the proper taxing authority for the account of such Credit Party and
to charge the Credit Parties therefor; provided, however, that neither the Administrative Agent nor the Lenders shall be liable for any Taxes that may be due from the Credit Parties or with respect to any Collateral. 

(iii) Whether or not a Default or Event of Default exists, the Administrative Agent shall have the right at any time, in the name of the
Administrative Agent, any designee of the Administrative Agent or any Credit Party, to verify the validity, amount or any other matter relating to any Accounts of the Credit Parties by mail, telephone or otherwise. The Credit Parties shall cooperate
fully with the Administrative Agent in an effort to facilitate and promptly conclude any such verification process. 
 (c) Cash
Management. 
 (i) Each U.S. Credit Party shall, along with the Collateral Agent and each of those banks in which each Core U.S.
Concentration Account, U.S. Collection Account and other Deposit Account (other than Excluded Accounts) are maintained by each such U.S. Credit Party, within 90 days (as may be extended by the Administrative Agent in its sole discretion) hereof with
respect to any such account maintained on the date hereof, within 90 days (as may be extended by the Administrative Agent in its sole discretion) after opening or acquiring any such account after the date hereof and within 90 days (as may be
extended by the Administrative Agent in its sole discretion) after a Restricted Subsidiary of the Company becomes a U.S. Credit Party in accordance with Section 9.12, with respect to any such accounts of any such Restricted Subsidiary,
enter into, and thereafter maintain, Deposit Account Control Agreements in respect of each such Core U.S. Concentration Account, U.S. Collection Account and Deposit Account (other than Excluded Accounts). Each U.S. Credit Party shall instruct all
Account Debtors of the U.S. Credit Parties to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable U.S. Collection Bank (or to remit such payments to the applicable U.S. Collection Bank by
electronic settlement) with respect to all Accounts of such Account Debtor, which remittances shall be collected by the applicable U.S. Collection Bank and deposited in the applicable U.S. Collection Account. All amounts received by any U.S. Credit
Party and any U.S. Collection Bank in respect of any Account of an Account Debtor of any U.S. Credit Party shall upon receipt be deposited into a U.S. Collection Account or a Core U.S. Concentration Account, in each case, which is subject to a
Deposit Account Control Agreement. 
 (ii) Each Canadian Credit Party shall, along with the Collateral Agent and each of those banks in which
each Core Canadian Concentration Account, Canadian Collection Account and Deposit Account (other than Excluded Accounts) are maintained by each such Canadian Credit Party, within 90 days (as may be extended by the Administrative Agent in its sole
discretion) hereof with respect to any such account maintained on the date hereof, within 90 days (as may be extended by the Administrative Agent in its sole discretion) after opening or acquiring any such account after the date hereof and within 90
days (as may be extended by the Administrative Agent in its sole discretion) after a Restricted Subsidiary of the Company becomes a Canadian Credit Party in accordance with Section 9.12, with respect to any such accounts of any such
Restricted Subsidiary, enter into, and thereafter maintain, Deposit Account Control Agreements in respect of each such Core Canadian Concentration Account, Canadian Collection Account and Deposit Account (other than Excluded Accounts). Each Canadian
Credit Party shall instruct all Account Debtors of the Canadian Credit Parties to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Canadian Collection Bank (or to remit


  
 -132- 













 
such payments to the applicable Canadian Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor, which remittances shall be collected by the applicable
Canadian Collection Bank and deposited in the applicable Canadian Collection Account. All amounts received by any Canadian Credit Party and any Canadian Collection Bank in respect of any Account of an Account Debtor of any Canadian Credit Party
shall upon receipt be deposited into a Canadian Collection Account, or a Core Canadian Concentration Account, in each case, which is subject to a Deposit Account Control Agreement and, until deposited, shall be held in trust for the benefit of the
Collateral Agent and Canadian Revolving Lenders. 
 (iii) Each English Credit Party shall, along with the Collateral Agent and each of those
banks in which each English Collection Account and Deposit Account (other than Excluded Accounts) are maintained by each such English Credit Party, within 90 days (as may be extended by the Administrative Agent in its sole discretion) hereof with
respect to any such account maintained on the date hereof, within 90 days (as may be extended by the Administrative Agent in its sole discretion) after opening or acquiring any such account after the date hereof and within 90 days (as may be
extended by the Administrative Agent in its sole discretion) after a Restricted Subsidiary of the Company becomes an English Credit Party in accordance with Section 9.12, with respect to any such accounts of any such Restricted
Subsidiary, enter into, and thereafter maintain, Deposit Account Control Agreements in respect of each such English Collection Account and Deposit Account (other than Excluded Accounts). Each English Credit Party shall instruct all Account Debtors
of the English Credit Parties to remit all payments at all times to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable English Collection Bank (or to remit such payments to the applicable English Collection Bank
by electronic settlement) with respect to all Accounts of such Account Debtor, which remittances shall be collected by the applicable English Collection Bank and deposited in the applicable English Collection Account. All amounts received by any
English Credit Party and any English Collection Bank in respect of any Account of an Account Debtor of any English Credit Party, in addition to all other cash received by any English Credit Party from any other source, shall upon receipt be
deposited into an English Collection Account, in each case, which is subject to a Deposit Account Control Agreement or, to the extent permitted hereunder in the case of amounts not constituting payments in respect of Accounts of any English Credit
Party, an Excluded Account. 
 (iv) (A) All amounts deposited or held in all of the U.S. Collection Accounts with respect to each U.S.
Credit Party and available for transfer (other than amounts which are payable to Subsidiaries or Affiliates of the Company that are not Credit Parties and which were sent or deposited to the incorrect lockbox or deposit account by the account
debtor) shall be transferred not less frequently than once per week (it being understood that any amounts deposited in a U.S. Collection Account after such weekly transfer has occurred shall be transferred on the following week) into one or more
accounts with the Administrative Agent or a financial institution reasonably acceptable to the Administrative Agent (each a “Core U.S. Concentration Account” and collectively, the “Core U.S. Concentration
Accounts”); provided, however, that so long as no Cash Dominion Period then exists, the Borrowers shall be permitted to retain in each U.S. Collection Account funds in an aggregate amount not to exceed at any time the sum of
(x) the amount required (as reasonably determined by the Company) to satisfy the payment of outstanding obligations owing in respect of checks or similar obligations issued by any U.S. Credit Party with respect to such U.S. Collection Account
plus (y) an aggregate amount of funds retained in all U.S. Collection Accounts pursuant to this clause (y) not in excess of $15,000,000 at any time plus (z) any sums in a currency other than Dollars or Canadian Dollars,
if the transfer of such funds to a Core U.S. Concentration Account would result in a conversion or exchange of such currency on terms that the Company deems to be unfavorable; (B) all amounts deposited or held in all of the Canadian Collection
Accounts with respect to each Canadian Credit Party and available for transfer shall be transferred not less frequently than once per week (it being understood that any amounts deposited in a Canadian Collection Account after such weekly transfer
has occurred shall be transferred on the following week) 

  
 -133- 













 
into one or more accounts with the Administrative Agent or a financial institution reasonably acceptable to the Administrative Agent (each a “Core Canadian Concentration Account”
and collectively, the “Core Canadian Concentration Accounts”); provided, however, that so long as no Cash Dominion Period then exists, the Borrowers shall be permitted to retain in each Canadian Collection Account
funds in an aggregate amount not to exceed at any time the sum of (x) the amount required (as reasonably determined by the Company) to satisfy the payment of outstanding obligations owing in respect of checks or similar obligations issued by
any Canadian Credit Party with respect to such Canadian Collection Account plus (y) an aggregate amount of funds retained in all Canadian Collection Accounts pursuant to this clause (y) not in excess of $15,000,000 at any time
plus (z) any sums in a currency other than Dollars or Canadian Dollars, if the transfer of such funds to a Core Canadian Concentration Account would result in a conversion or exchange of such currency on terms that the Company deems to
be unfavorable. Except as, and to the extent, permitted by this Section 9.17(c)(iv), each Collection Account (other than English Collection Accounts) shall have a zero balance immediately following the transfer of funds pursuant to the
immediately preceding sentences. So long as no Cash Dominion Period then exists, the Borrowers and the other Credit Parties shall be permitted to transfer cash from the Core Concentration Accounts to other Deposit Accounts to be used for working
capital and general corporate purposes all subject to the requirements of this Agreement. If a Cash Dominion Period exists, all collected amounts held in the Core Concentration Accounts and Collection Accounts shall be applied as provided in
Section 9.17(c)(v), (vi) or (vii), as applicable. 
 (v) Each Deposit Account Control Agreement relating to a
Core U.S. Concentration Account or U.S. Collection Account shall (unless otherwise agreed by the Administrative Agent in its sole discretion) include provisions that allow, during any Cash Dominion Period, for all collected amounts held in such Core
U.S. Concentration Account or U.S. Collection Account from and after the date requested by the Administrative Agent, to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to one or more
accounts maintained by the Administrative Agent under its sole dominion and control in the United States (the “U.S. Dominion Account”). Subject to the terms of the respective Security Document and to Section 11.11, all
amounts received in a U.S. Dominion Account during the existence of a Cash Dominion Period shall be applied (and allocated) by the Administrative Agent on a daily basis in accordance with Section 2.09(c). 

(vi) Each Deposit Account Control Agreement relating to a Core Canadian Concentration Account or Canadian Collection Account shall (unless
otherwise agreed by the Administrative Agent in its sole discretion) include provisions that allow, during any Cash Dominion Period, for all collected amounts held in such Core Canadian Concentration Account from and after the date requested by the
Administrative Agent, to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to one or more accounts maintained by the Administrative Agent under its sole dominion and control in Canada (the
“Canadian Dominion Account”). Subject to the terms of the respective Security Document and to Section 11.11, all amounts received in a Canadian Dominion Account during the existence of a Cash Dominion Period shall be
applied (and allocated) by the Administrative Agent on a daily basis in accordance with Section 2.09(c). 
 (vii) Each Deposit
Account Control Agreement relating to an English Collection Account shall (unless otherwise agreed by the Administrative Agent in its sole discretion) include provisions that allow, for all collected amounts held in such English Collection Account
from and after the date requested by the Administrative Agent, to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to one or more accounts maintained by the Administrative Agent under its
sole dominion and control in London, England (the “English Dominion Account” together with the U.S. Dominion Account and the Canadian Dominion Account, the “Dominion Accounts”). Subject to the terms of the
respective Security Document and to Section 11.11, all amounts received in an English Dominion Account during the existence of a Cash Dominion Period shall be applied (and allocated) by 

  
 -134- 













 
the Administrative Agent on a daily basis in the order set forth in Section 2.09(c). So long as no Cash Dominion Period exists the Collateral Agent will, upon the request of the
Borrowers, transfer cash from the English Dominion Accounts to other Deposit Accounts to be used for working capital and general corporate purposes all subject to the requirements of this Agreement. 

(d) Proceeds of Collateral. The Credit Parties shall request in writing and otherwise take all necessary steps to ensure that all
payments on Accounts or otherwise relating to Collateral are made directly to a Collection Account (or a lockbox relating to a Core Concentration Account). If any Borrower or Subsidiary receives cash, check, draft or other item of payment payable to
a Credit Party with respect to any Collateral, it shall hold same in trust for the Collateral Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account. 

(e) Administration of Deposit Accounts. Schedule 9.17(e) sets forth all Deposit Accounts (other than Excluded Accounts)
maintained by the Credit Parties, including all Dominion Accounts. Each Credit Party shall take all actions necessary to establish the Collateral Agent’s control (within the meaning of the UCC (or, if applicable, the PPSA with respect to the
Canadian Credit Parties)) over, and first priority (subject to Permitted Liens) perfected Lien on, each such Deposit Account. Each Credit Party shall be the sole account holder of each Deposit Account and shall not allow any other Person (other than
the Collateral Agent) to have control over or a perfected Lien (subject to Permitted Liens) on a Deposit Account or any property deposited therein. Each Credit Party shall notify the Collateral Agent, within the time periods set forth in
Section 9.17(c) regarding Deposit Account Control Agreements, of any opening or closing of a Deposit Account and, with the consent of the Collateral Agent, Schedule 9.17(e) will be deemed to be amended to reflect the same. 

(f) Inventory. Each Credit Party shall keep accurate and complete records of its Inventory, including costs and daily withdrawals and
additions, and shall submit to the Administrative Agent inventory and reconciliation reports in form satisfactory to the Administrative Agent, on such periodic basis as the Administrative Agent may request. The Credit Parties shall use, store and
maintain all Inventory with reasonable care and caution, in accordance with applicable standards of any insurance and in conformity with all applicable law. 

(g) [Reserved]. 
 (h)
Protection of Collateral. All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes payable with respect to any Collateral (including any sale thereof), and all other payments
required to be made by the Collateral Agent to any Person to realize upon any Collateral, shall be borne and paid by the Credit Parties. The Collateral Agent shall not be liable or responsible in any way for the safekeeping of any Collateral, for
any loss or damage thereto (except for reasonable care in its custody while Collateral is in the Collateral Agent’s actual possession), for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding
agency or other Person whatsoever, but the same shall be at the Credit Parties’ sole risk. 
 (i) Power of Attorney. Each Credit
Party hereby irrevocably constitutes and appoints the Collateral Agent (and all Persons designated by the Collateral Agent) as such Credit Party’s true and lawful attorney (and agent-in-fact) for the purposes provided in this
Section 9.17. The Collateral Agent, or the Collateral Agent’s designee, may, without notice and in either its or a Credit Party’s name, but at the cost and expense of the Credit Parties: 

(i) during an Event of Default or a Cash Dominion Period and at any time in respect of the Eligible English Accounts, endorse a
Credit Party’s name on any check, draft or other item of payment payable to a Credit Party or other proceeds of Collateral (including proceeds of insurance) that come into the Collateral Agent’s possession or control; and 

  
 -135- 













 (ii) during an Event of Default, (i) notify any Account Debtors of the
assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any
Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as the Collateral Agent deems
advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Credit Party’s name to a proof of claim or
other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Credit Party, and notify postal authorities to deliver any such
mail to an address designated by the Collateral Agent; (vii) endorse any Chattel Paper, Document, Instrument, bill of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Credit
Party’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust
claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which a Credit Party is a beneficiary; and (xii) take
all other actions as the Collateral Agent deems appropriate to fulfill any Credit Party’s obligations under the Credit Documents. 

Section 10 Negative Covenants. The Company and any Restricted Subsidiary hereby covenant and agree that on and after the Closing Date
and so long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder (other than (i) any indemnification obligations arising hereunder for which no claim has been made and (ii) Secured Bank Product
Obligations) or any Letter of Credit shall remain outstanding (unless such Letter of Credit is Cash Collateralized or backstopped on terms reasonably satisfactory to the issuer of such Letter of Credit): 

10.01. Liens. Each of the Company and any Restricted Subsidiary will not create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets (real or personal, tangible or intangible) of the Company or any Restricted Subsidiary, whether now owned or hereafter acquired; provided that the provisions of this Section 10.01 shall not
prevent the creation, incurrence, assumption or existence of, or any filing in respect of, the following (Liens described below are herein referred to as “Permitted Liens”): 

(i) Liens for Taxes, assessments or governmental charges or levies not delinquent or as to which the period of grace, if any,
related thereto has not expired or Liens for Taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; 

(ii) Liens in respect of property or assets of the Company or any Restricted Subsidiary, which were incurred in the ordinary
course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, contractors’, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business,
and which are either (x) not overdue for a period of more than 60 days or, (y) if more than 60 days overdue, (A) as to which no action has been taken to enforce such Lien or (B) that are being contested in good faith by
appropriate action diligently pursued; provided that in each case full provision for the payment of such Liens has been made on the books of such Person if and to the extent required by GAAP; 

  
 -136- 













 (iii) Liens in existence on the Closing Date which are listed, and the
property subject thereto described, in Schedule 10.01(iii), plus modifications, renewals, replacements, refinancings and extensions of such Liens; provided that (x) the aggregate principal amount of the Indebtedness, if any,
secured by such Liens does not increase from that amount outstanding at the time of any such renewal, replacement or extension, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal,
replacement or extension, (y) any such renewal, replacement or extension does not encumber any additional assets or properties of the Company or any Restricted Subsidiary which are Collateral (other than after-acquired property that is affixed
or incorporated into the property encumbered by such Lien on the Closing Date and the proceeds and products thereof) and (z) the lien priority attaching to any such renewal, replacement or extension shall be no higher than the original Liens in
existence on the Closing Date; 
 (iv) Liens created pursuant to the Credit Documents (including Liens securing Secured Bank
Product Obligations); 
 (v) Leases, subleases, licenses or sublicenses (including licenses or sublicenses of Intellectual
Property) granted to other Persons not materially interfering with the conduct of the business of the Company or any Restricted Subsidiary and any interest or title of a lessor under any lease (whether a Capital Lease or an operating lease)
permitted by this Agreement or the Security Documents; 
 (vi) Liens (x) on Non-ABL Priority Collateral securing
Indebtedness incurred (A) in reliance on the Incurrence Test or (B) under Section 10.04(ix) (any such Indebtedness described in clause (A) or (B) that is secured by Liens permitted under this clause (x),
“Specified Secured Indebtedness”); provided, that the holders of such Specified Secured Indebtedness (or the duly authorized representative thereof) shall have entered into a customary collateral cooperation agreement with
the Collateral Agent containing terms reasonably satisfactory in all respects to the Administrative Agent and (y) on ABL Priority Collateral securing Specified Secured Indebtedness that is secured by Non-ABL Priority Collateral; provided
that (i) any such Liens on ABL Priority Collateral securing Specified Secured Indebtedness shall at all times be subordinated to the Liens securing the Obligations pursuant to a customary intercreditor agreement among the Collateral Agent and
the holders of such Specified Secured Indebtedness (or the duly authorized representative thereof) having terms as may be reasonably satisfactory in all respects to the Administrative Agent and (ii) no such Liens on ABL Priority Collateral
securing Specified Secured Indebtedness may be incurred unless the Obligations shall have been secured by valid and perfected Liens on the Non-ABL Priority Collateral that secure such Specified Secured Indebtedness (the requirement to secure the
Obligations by valid and perfected Liens on such Non-ABL Priority Collateral shall be referred to herein as the “Collateral Requirement”), which Liens on the Non-ABL Priority Collateral may be subordinated to the Liens on the
Non-ABL Priority Collateral securing such Specified Secured Indebtedness pursuant to a customary intercreditor agreement among the Collateral Agent and the holders of such Specified Secured Indebtedness (or the duly authorized representative
thereof) having the terms as may be reasonably satisfactory in all respects to the Administrative Agent (and any such Non-ABL Priority Collateral that shall become subject to Liens securing the Obligations in accordance with this clause
(ii) shall continue to constitute “Non-ABL Priority Collateral” for all purposes of this Agreement, notwithstanding anything to the contrary in the definition of “Non-ABL Priority Collateral”); 

  
 -137- 













 (vii) Liens placed upon property acquired, improved, repaired or constructed
after the Closing Date and used in the ordinary course of business of the Company or any Restricted Subsidiary and placed at the time of the acquisition, improvement, repair or construction thereof by the Company or such Restricted Subsidiary or
within 270 days thereafter to secure Indebtedness incurred to pay all or a portion of the purchase, improvement, repair or construction price thereof or to secure Indebtedness incurred solely for the purpose of financing the acquisition,
improvement, repair or construction of any such property or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided that (x) the Indebtedness secured by such Liens is permitted by
Section 10.04(iii) and (y) in all events, the Lien encumbering such property so acquired, improved, repaired or constructed does not encumber any other asset of the Company or such Restricted Subsidiary; provided,
further that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender on customary terms; 

(viii) imperfections of title, statutory exceptions to title, restrictive covenants, rights of way, easements, servitudes,
mineral interest reservations, reservations made in the grant from the Crown, municipal and zoning by-laws and ordinances or similar laws or rights reserved to or vested in any Governmental Authority agency to control or regulate the use of any real
property, general real estate taxes and assessments not yet delinquent and other encumbrances on real property that (i) do not arise out of the incurrence of any Indebtedness for money borrowed and (ii) do not interfere with or impair in
any material respect the operation, in the ordinary course of business, of the real property on which such Lien is imposed; 

(ix) Liens arising from precautionary UCC, PPSA or other similar financing statement filings regarding operating leases or
consignments entered into in the ordinary course of business; 
 (x) attachment and judgment Liens, to the extent and for so
long as the underlying judgments and decrees do not constitute an Event of Default pursuant to Section 11.09 or securing appeal or other surety bonds relating to such judgments; 

(xi) statutory and common law landlords’ liens under leases to which the Company or any Restricted Subsidiary is a party;

 (xii) Liens (other than Liens imposed under Canadian Employee Benefits Legislation) incurred in the ordinary course of
business in connection with workers’ compensation claims, unemployment insurance and social security benefits and Liens, deposits, and pledges securing the performance of bids, tenders and leases in the ordinary course of business, statutory
obligations, surety, stay, customs or appeal bonds, performance bonds and other obligations of a like nature (other than letters of credit) incurred in the ordinary course of business; 

(xiii) Permitted Encumbrances; 

(xiv) Liens on property or assets (other than Accounts or Inventory owned by a Person that will become a Credit Party upon
consummation of such Permitted Acquisition, unless such Liens are expressly made junior to the Liens in favor of the Collateral Agent to the extent such assets are to be included in the Borrowing Base) acquired pursuant to a Permitted Acquisition,
or on property or assets of any Restricted Subsidiary in existence at the time such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition; provided that (x) any Indebtedness that is secured by such Liens is permitted to
exist under Section 10.04 and (y) such Liens do not attach to any other asset of the Company or any Restricted Subsidiary; and any extensions, 

  
 -138- 













 
renewals and replacements thereof so long as the aggregate principal amount of the Indebtedness secured by such Liens does not increase from that amount outstanding at the time of any such
extension, renewal or replacement, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension, and such extension, renewal or replacement does not encumber any
asset or properties of the Company or any Restricted Subsidiary other than the proceeds of the assets subject to such Lien; 

(xv) Liens on assets of Foreign Subsidiaries (excluding English Subsidiaries which are Credit Parties and Canadian Subsidiaries
which are Credit Parties) securing Indebtedness of Foreign Subsidiaries permitted pursuant to Section 10.04 or securing other obligations of such Foreign Subsidiaries not constituting Indebtedness; 

(xvi) Liens on property subject to Sale-Leaseback Transactions to the extent such Sale-Leaseback Transactions are permitted by
Section 10.02(xv); 
 (xvii) any encumbrances or restrictions (including, without limitation, put and call
agreements) with respect to the Equity Interests of any Joint Venture or Joint Venture Subsidiary arising pursuant to the agreement evidencing or governing such Joint Venture, Joint Venture Subsidiary or their respective members or partners; 

(xviii) Liens in favor of any Credit Party securing intercompany Indebtedness permitted by Section 10.04;
provided that any Liens securing such Indebtedness shall, to the extent such Lien are on Collateral, be subordinated to the Liens created pursuant to the Security Documents pursuant to an intercreditor arrangement or subordination agreement
reasonably satisfactory to the Administrative Agent; 
 (xix) Liens solely on specific items of inventory or other goods (and
proceeds thereof) of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory
or other goods, and pledges or deposits in the ordinary course of business; 
 (xx) Liens solely on insurance policies and
the proceeds thereof (whether accrued or not) and rights or claims against an insurer, in each case securing insurance premium financings permitted under Section 10.04(x); 

(xxi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods in the ordinary course of business; 
 (xxii) Liens (x) comprising rights of
setoff and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or more accounts maintained by any Credit Party or Subsidiary, in each case granted in the ordinary course of business in favor of the bank or
banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements, (y) attaching to
commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (z) in favor of a banking or other financial institution arising as a matter of law or under customary general terms and
conditions encumbering deposits (including the right of setoff) and which are within the general parameters customary in the banking industry; 

  
 -139- 













 (xxiii) Liens attaching solely to cash earnest money deposits in connection
with any letter of intent or purchase agreement in connection with a Permitted Acquisition or other Investment permitted hereunder; 

(xxiv) Liens securing obligations of Credit Parties under Indebtedness incurred under Sections 10.04(iv) and
(ix) that, to the extent such Liens are on ABL Priority Collateral, are secured on a junior basis to the Obligations pursuant to intercreditor arrangements reasonably satisfactory to the Administrative Agent; 

(xxv) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered
into by the Company or any Restricted Subsidiary in the ordinary course of business; 
 (xxvi) receipt of progress payments
and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof; 

(xxvii) Liens on assets of or Equity Interests issued by a Joint Venture, Joint Venture Subsidiary or Unrestricted Subsidiary
securing Indebtedness of such Joint Venture, Joint Venture Subsidiary or Unrestricted Subsidiary, so long as such Indebtedness is recourse to the Company or its Restricted Subsidiaries only (A) to the extent of such Equity Interest or
(B) as permitted by Section 10.05; 
 (xxviii) Liens relating solely to employee contributions withheld from
pay by a Canadian Subsidiary but not yet due to be remitted to a Canadian Pension Plan pursuant to any Canadian Employee Benefits Legislation; 

(xxix) Liens securing obligations under a Tax Incentive Transaction on the property subject thereto, so long as the related
Indebtedness is permitted by Section 10.04(xiv); 
 (xxx) Liens on assets other than ABL Priority Collateral
securing obligations under Hedging Agreements that do not constitute Obligations hereunder and other Indebtedness permitted under Section 10.04(xiii); 

(xxxi) Liens on an Escrow Indebtedness Escrow Account and on the funds on deposit therein; 

(xxxii) Movable hypothecs granted to landlords in the Province of Quebec to secure the payment of rent and the performance of
other obligations arising under a lease of real or immovable property; provided that such movable hypothec affects only the tangible assets of the tenant situated in the premises leased under such lease and that such movable hypothec is
subordinated to, and ranks after, the hypothec(s) created pursuant to the Canadian Security Documents affecting such assets; 

(xxxiii) Liens created under any agreement relating to the sale, transfer or other disposition of assets permitted hereunder;
provided that such Liens relate solely to the assets to be sold, transferred or otherwise disposed; 
 (xxxiv) Liens
on not more than Cdn.$132,000,000 of cash collateral of Canadian Subsidiaries securing Indebtedness permitted under Section 10.04(xvi); 

  
 -140- 













 (xxxv) so long as no Default has occurred and is continuing at the time of
granting such Liens, Liens on cash deposits in an aggregate amount not to exceed $40,000,00050,000,000 (or such greater amount as approved by the Administrative in
its sole discretion) securing any Hedging Agreements permitted hereunder that do not constitute Obligations hereunder; 

(xxxvi) Liens on any claims for refunds with respect to deposits for estimated custom duties (including, but not limited to,
countervailing and/or anti-dumping duties), together with any Deposit Account which is established for holding such refunds (and no other amounts); 

(xxxvii) Liens on the Investments permitted by Section 10.05(xxii) in favor of the lenders under the Farm Credit
Agreement; and 
 (xxxviii) Liens on Non-ABL Priority Collateral securing obligations under Indebtedness incurred under
Section 10.04(vii)(y); 
 (xxxix) Liens not securing Indebtedness and not otherwise permitted by the foregoing
clauses (i) through (xxxviii), to the extent securing liabilities not in excess of, $25,000,000 in the aggregate at any time outstanding. 

In connection with the granting of Liens of the type described in this Section 10.01 by the Company and any Restricted Subsidiary, the
Administrative Agent and the Collateral Agent shall, and shall be authorized to, take any actions deemed appropriate by it in connection therewith (including, without limitation, by executing appropriate lien releases or lien subordination
agreements in favor of the holder or holders of such Liens, in either case solely with respect to the item or items of equipment or other assets subject to such Liens). 

For all purposes hereunder, (x) a Lien need not be incurred solely by reference to one category of Liens of the type described in this
Section 10.01 but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category), and (y) in the event that a Lien (or any portion thereof) meets the
criteria of one or more of such categories of Liens of the type described in this Section 10.01, the Company or applicable Restricted Subsidiary may, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in
any manner that complies with this Section 10.01. 
 10.02. Consolidation, Merger, or Sale of Assets, etc. Each of the
Company and any Restricted Subsidiary will not wind up, liquidate or dissolve its affairs or merge, amalgamate or consolidate, or convey, sell, lease or otherwise dispose of all or any part of its property or assets, or enter into any sale-leaseback
transactions of any Person, except that: 
 (i) any Credit Party may make any Investment permitted by
Section 10.05 and any Investment permitted by Section 10.05 may be structured as a merger, consolidation or amalgamation; 

(ii) the Company and any Restricted Subsidiary may sell Non-ABL Priority Collateral (and, so long as a new Borrowing Base
Certificate is delivered in connection with any Significant Asset Sale, ABL Priority Collateral), so long as (x) no Default or Event of Default has occurred and is continuing or would result therefrom, (y) each such sale is on terms and
conditions not less favorable to the Company or such Restricted Subsidiary as would reasonably be obtained by the Company or such Restricted Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate
and the Company or the respective Restricted Subsidiary receives at least fair market value (as determined in good faith by the 

  
 -141- 













 
Company or such Restricted Subsidiary, as the case may be) and (z) in the case of any single transaction other than an Asset Exchange that involves assets or Equity Interests having a fair
market value of more than $25,000,000, at least 75% of the consideration received by the Company or such Restricted Subsidiary shall be in the form of cash or Cash Equivalents (taking into account the amount of cash and Cash Equivalents, the
principal amount of any promissory notes and the fair market value, as determined by the Company or such Restricted Subsidiary, as the case may be, in good faith, of any other consideration) and is paid at the time of the closing of such sale;
provided, however, that for purposes of this clause (z), the following shall be deemed to be cash: (A) any liabilities (as shown on such Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided
hereunder or in the footnotes thereto) of such Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable disposition,
(B) any securities received by such Borrower or such Restricted Subsidiary from such transferee that are converted by such Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents
received in the conversion) within 180 days following the closing of the applicable asset sale, and (C) any Designated Non-Cash Consideration received by the Company or any Restricted Subsidiary in such asset sale having an aggregate fair
market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) that is at that time outstanding, not to exceed the greater of (1) $75,000,000 and (2) 2.00% of Consolidated Total
Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value);

 (iii) each of the Company and any Restricted Subsidiary may sell upon payment therefor in the ordinary course of business
any Accounts in connection with any reverse factoring program established by an Account Debtor (x) as in effect on the Second Amendment Effective Date or (y) thereafter to the extent the Company in good faith believes that such program is
in the beneficial to the Company and its Subsidiaries, taken as a whole, with respect to establishing or continuing its relationship with such Account Debtor; 

(iv) each of the Company and any Restricted Subsidiary may sell or discount, in each case in the ordinary course of business,
accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not as part of any financing transaction; 

(v) each of the Company and any Restricted Subsidiary may sell assets pursuant to a Tax Incentive Transaction; 

(vi) each of the Company and any Restricted Subsidiary may grant licenses, sublicenses, leases or subleases to other Persons
not materially interfering with the conduct of the business of the Company or any Restricted Subsidiary, including of Intellectual Property; 

(vii) (w) any Domestic Subsidiary of the Company may be merged, consolidated, or amalgamated with or into the Company (so
long as the surviving Person of such merger, consolidation or amalgamation is a corporation, limited liability company or limited partnership organized or existing under the laws of the United States of America, any State thereof or the District of
Columbia and, if such surviving Person is not the Company, such Person expressly assumes, in writing, all the obligations of the Company under the Credit Documents pursuant to an assumption agreement in form and substance reasonably satisfactory to
the Administrative Agent) or any other Domestic Subsidiary, (x) any Canadian Subsidiary or U.K. Subsidiary of the Company may merge into or consolidate or amalgamate with any other Canadian Subsidiary or


  
 -142- 













 
U.K. Subsidiary of the Company, (y) any Foreign Subsidiary (other than a Canadian Credit Party or English Credit Party) may be merged, consolidated, dissolved, amalgamated or liquidated with
or into any Wholly-Owned Foreign Subsidiary of the Company, so long as such Wholly-Owned Foreign Subsidiary is the surviving or continuing corporation of such merger, consolidation, dissolution, amalgamation or liquidation and (z) any Foreign
Subsidiary of the Company may be merged, consolidated, dissolved, amalgamated or liquidated with or into any Credit Party (so long as such Credit Party is the surviving or continuing corporation of such merger, consolidation, dissolution,
amalgamation or liquidation); provided that any such merger, consolidation, dissolution, amalgamation or liquidation shall only be permitted pursuant to this clause (vii) so long as (I) no Default or Event of Default then exists or
would exist immediately after giving effect thereto, (II) if any such merger, consolidation or amalgamation is between a Credit Party and a Subsidiary not a Credit Party, then the surviving Person of such merger, consolidation or amalgamation must
be a Credit Party and (III) any security interests and Liens granted to the Collateral Agent for the benefit of the Secured Creditors in and on the assets of any such Person subject to any such transaction shall remain in full force and effect and
perfected and enforceable (to at least the same extent as in effect immediately prior to such merger, consolidation, amalgamation or liquidation); 

(viii) any Subsidiary of the Company may be liquidated or dissolved so long as no Event of Default exists or would result
therefrom, and (a) if such Subsidiary is a Restricted Subsidiary, all of the assets of such entity are transferred to another Restricted Subsidiary and (b) if such Subsidiary is a Credit Party, (1) all of the assets of such Subsidiary
are transferred to another Credit Party and (2) any security interests and Liens granted to the Collateral Agent for the benefit of the Secured Creditors in and on the assets of any such Person subject to any such transaction shall remain in
full force and effect and perfected and enforceable, and (c) if such Subsidiary is a Credit Party and the transferee of such assets is not a Credit Party whose assets are included in the calculation of the same portion of the Borrowing Base as
the transferor, a new Borrowing Base Certificate shall have been provided; 
 (ix) any transfer arising out of the granting
or creation of any Permitted Lien; 
 (x) sales, transfers or dispositions of Cash Equivalents in the ordinary course of
business; 
 (xi) sale of Accounts pursuant to put options entered into in the ordinary course of business, not for
speculative purposes but to complement trade insurance; 
 (xii) each of the Company and any Restricted Subsidiary may make
sales or leases of (A) inventory and (B) goods held for sale, in each case in the ordinary course of business; 

(xiii) each of the Company and any Restricted Subsidiary may sell or otherwise dispose of (x) outdated, obsolete, surplus
or worn out tangible or real property, in each case, in the ordinary course of business or in connection with the sale or other disposition of manufacturing assets, (y) tangible or real property no longer used or useful in the conduct of the
business of the Company and any Restricted Subsidiary or (z) leasehold improvements or leased assets in connection with the termination of the lease; 

(xiv) in order to effect a sale, transfer or disposition otherwise permitted by this Section 10.02, any Restricted
Subsidiary may be merged, amalgamated or consolidated with or into another Person, or may be dissolved or liquidated; 

  
 -143- 













 (xv) each of the Company and any Restricted Subsidiary may effect
Sale-Leaseback Transactions involving real property and/or equipment acquired after the Closing Date and not more than 180 days prior to such Sale-Leaseback Transaction for cash in an amount at least equal to the cost of such property; 

(xvi) each of the Company and any Restricted Subsidiary may issue or sell Equity Interests in, or Indebtedness or other
securities of, an Unrestricted Subsidiary; 
 (xvii) each of the Company and any Restricted Subsidiary may make transfers of
property subject to casualty or condemnation proceedings upon the occurrence of the related Recovery Event; 
 (xviii) each
of the Company and any Restricted Subsidiary may abandon or allow to lapse Intellectual Property rights in the ordinary course of business, which in the reasonable business judgment of the Company or a Restricted Subsidiary are not material to the
conduct of the business of the Company and any Restricted Subsidiary taken as a whole; 
 (xix) each of the Company and any
Restricted Subsidiary may make voluntary terminations of or unwind Hedging Agreements; 
 (xx) each of the Company and any
Restricted Subsidiary may terminate leases and subleases; 
 (xxi) each of the Company or any Restricted Subsidiary may sell
or otherwise dispose of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such sale or disposition are promptly applied to the purchase
price of such replacement property; 
 (xxii) sales, dispositions or contributions of property (A) between Credit
Parties, (B) between Restricted Subsidiaries (other than Credit Parties), (C) by Restricted Subsidiaries that are not Credit Parties to the Credit Parties or (D) by Credit Parties to any Restricted Subsidiary that is not a Credit
Party; provided that (1) the portion (if any) of any such sale, disposition or contribution of property made for less than fair market value and (2) any noncash consideration received in exchange for any such sale, disposition or
contribution of property, shall in each case constitute an Investment in such Restricted Subsidiary; 
 (xxiii) dispositions
of Investments (including Equity Interests) in Joint Ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

 (xxiv) any transfer of property or assets that is a surrender or waiver of a contractual, regulatory, or legal right or a
settlement, surrender, or release of a contractual, regulatory, legal or tort claim; and 
 (xxv) dispositions permitted by
Section 10.03. 
 10.03. Restricted Payments. Each of the Company and any Restricted Subsidiary will not make any
Restricted Payment with respect to the Company or any Restricted Subsidiary, except that: 
 (i) any Restricted Subsidiary
may make Restricted Payments to the Company or to other Restricted Subsidiaries which directly or indirectly own equity therein; 

  
 -144- 













 (ii) any non-Wholly-Owned Subsidiary of the Company may declare and pay cash
dividends to its shareholders generally so long as the Company or any Restricted Subsidiary which owns the Equity Interests in the Subsidiary paying such dividends receives at least its proportionate share thereof (based upon its relative holding of
the Equity Interests in the Subsidiary paying such dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); 

(iii) so long as no Default or Event of Default exists at the time of the applicable Restricted Payment or would exist
immediately after giving effect thereto, the Company may make Restricted Payments to redeem or repurchase Equity Interests of the Company from management, employees, officers and directors (and their successors and assigns) of the Company and any
Restricted Subsidiary; provided that (A) the aggregate amount paid in respect of all such Equity Interests so redeemed or repurchased shall not (net of any cash proceeds received from issuances of its Equity Interests in connection with
such redemption or repurchase), in either case, exceed $20,000,000 in any calendar year; (B) such amount in any calendar year may be increased by an amount not to exceed: (I) the cash proceeds of key man life insurance policies received by
the Company or any Restricted Subsidiary after the Closing Date; plus (II) the net proceeds from the sale of Equity Interests of the Company, in each case to members of management, managers, directors or consultants that occurs after the
Closing Date; less (III) the amount of any Restricted Payments previously made with the cash proceeds described in the preceding clause (I); and (C) cancellation of Indebtedness owing to the Company from members of management, officers,
directors, employees of the Company or any Subsidiary in connection with a repurchase of Equity Interests of any Parent Company will not be deemed to constitute a Restricted Payment for purposes of this Agreement; 

(iv) the Company may make cash payments in lieu of issuing fractional shares in connection with the exercise of warrants,
options or other securities convertible into or exchangeable for Equity Interests of the Company; 
 (v) reasonable and
customary indemnities to directors, officers and employees in the ordinary course of business; 
 (vi) repurchases of Equity
Interests deemed to occur upon exercise of stock options or warrants or similar equity incentive awards or programs (including, but not limited to, with respect to the payment of tax obligations triggered by such exercise); 

(vii) the Company may make Restricted Payments so long as the Payment Conditions are satisfied on a pro forma basis immediately
after giving effect to such Restricted Payment; 
 (viii) purchases of minority interests in non-Wholly-Owned Subsidiaries by
the Company and the Guarantors permitted in Section 10.05; 
 (ix) the Company and each Restricted Subsidiary may
declare and make Restricted Payments payable solely in the Equity Interests of such Person so long as in the case of a dividend or other distribution by a Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro
rata share of such Restricted Payment; 
 (x) the Company or any Subsidiary may make payments of dividends on
Disqualified Equity Interests issued in accordance with Section 10.04; 

  
 -145- 













 (xi) the Company may make payments with the cash proceeds contributed to its
common equity from the net cash proceeds of any equity issuance by any Parent Company, so long as such payments are made substantially concurrently with such contribution and, with respect to any such payments, no Event of Default shall have
occurred and be continuing or would result therefrom; and 
 (xii) the Company and any Restricted Subsidiary may make
Restricted Payments within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with another provision of this Section 10.03; provided that it is understood
that the Administrative Agent, in its Permitted Discretion, may establish a Reserve during such 60-day period. 
 10.04. Indebtedness.
The Company will not, and will not permit any of its Restricted Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: 

(i) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; 

(ii) Indebtedness under Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging
activities and are not for speculative purposes; 
 (iii) Indebtedness of the Company and any Restricted Subsidiary evidenced
by Capitalized Lease Obligations and purchase money Indebtedness described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of all such Indebtedness incurred or assumed after the Closing Date
permitted by this clause (iii) exceed at any one time outstanding of $125,000,000; 
 (iv) Indebtedness if, after giving
effect to the incurrence thereof and any substantially simultaneous application of proceeds thereof, the pro forma Interest Coverage Ratio would be greater than or equal to 2.00 to 1.00 (such test, the “Incurrence Test”); 

(v) (1) Indebtedness of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at
the time of a Permitted Acquisition of an asset securing such Indebtedness); provided that (x) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition and (y) at the
time such Indebtedness is incurred or assumed, the Incurrence Test is met on a pro forma basis for such incurrence or assumption and (2) any refinancings, renewals or extensions of any Indebtedness incurred pursuant to clause (1);
provided that (a) the aggregate principal amount of the Indebtedness to be refinanced, renewed or extended does not increase from that amount outstanding at the time of any such refinancing, renewal or extension, plus accrued and unpaid
interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension, (b) no additional obligors shall incur or guarantee such refinancing beyond those obligated as of the Permitted
Acquisition, (c) such Indebtedness shall not be secured by assets other than by some or all of the assets (including after acquired assets of the applicable type) that secured the Indebtedness to be refinanced, (d) such Indebtedness does
not have a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is less than the remaining Weighted Average Life to Maturity of the Indebtedness being refinanced, renewed or extended, (e) such
Indebtedness has a maturity that is later than the maturity of the Indebtedness being refinanced, renewed or extended and (f) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated to the Loans in
right of payment or security, such refinancing Indebtedness is subordinated to the Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; 

  
 -146- 













 (vi) intercompany Indebtedness among the Company and any Restricted
Subsidiary to the extent permitted by Section 10.05(vi) or Section 10.05(xix); 
 (vii) (x) the
Senior Notes, (y) Indebtedness under the Farm Credit Agreement in an aggregate principal amount not to exceed $500,000,000 and (z) all Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(vii) (“Existing
Indebtedness”) and, in each case, any subsequent
extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or
refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, further, that such refinancing Indebtedness: (1) has a
Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (2) to the extent such
refinancing Indebtedness extends, renews or refinances Indebtedness subordinated to the Loans in right of payment or security, such refinancing Indebtedness is subordinated to the Loans at least to the same extent as the Indebtedness being extended,
renewed or refinanced; 
 (viii) Indebtedness of Foreign Subsidiaries that are not Credit Parties; provided
that the aggregate principal amount of Indebtedness outstanding pursuant to this clause (viii) shall not at any time exceed the greater of (x) $75,000,000 and (y) 1.5% of Consolidated Total Assets, calculated as of the then most
recent fiscal quarter for which financial statements have been delivered immediately prior to the date such Indebtedness is incurred; 

(ix) other Indebtedness of the Company and its Restricted Subsidiaries up to $500,000,000; provided that either
(x) the Payment Conditions shall have been satisfied on a pro forma basis for such Indebtedness or (y) such Indebtedness shall have a Weighted Average Life to Maturity of at least 6 months greater than the Latest Maturity Date; 

(x) Indebtedness incurred in the ordinary course of business to finance insurance premiums not exceeding the amount of such
unpaid premiums in the aggregate; 
 (xi) Indebtedness incurred in the ordinary course of business in respect of netting
services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or
other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including, in each case, Bank Product Debt; 

(xii) unsecured Indebtedness of the Company and any Restricted Subsidiary up to $500,000,000; provided that any
Indebtedness incurred under this clause (xii) that either (x) is incurred when the Payment Conditions have not been satisfied on a pro forma basis for such Indebtedness or (y) does not have a Weighted Average Life to Maturity of at
least 6 months greater than the Latest Maturity Date, shall not exceed $100,000,000; 

  
 -147- 













 (xiii) to the extent constituting Indebtedness, (i) performance,
surety, bid, appeal or similar bonds, completion guarantees or similar instruments, including letters of credit and bankers’ acceptances (not incurred for the purpose of borrowing money), in each case provided in the ordinary course of
business, and (ii) agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations pursuant to such agreement,
incurred in connection with the disposition of any business, assets or Subsidiary of the Company or lease permitted by Section10.02 (but not in respect of Indebtedness for borrowed money or Capitalized Lease Obligations); 

(xiv) Indebtedness under a Tax Incentive Transaction; 

(xv) Indebtedness in the form of any earnout or other similar contingent payment obligation incurred in connection with an
acquisition or Investment permitted hereunder; 
 (xvi) Indebtedness in respect of letters of credit issued and reimbursement
obligations with respect to amounts drawn under such letters of credit, in an aggregate principal amount at any time outstanding not in excess of Cdn.$125,000,000; provided that (A) such Indebtedness may be secured only by Liens
permitted under Section 10.01(xxxiv); 
 (xvii) Contingent Obligations to insurers required in connection with
worker’s compensation and other insurance coverage incurred in the ordinary course of business; 
 (xviii) guarantees
made by the Company or any Restricted Subsidiary of Indebtedness of the Company or any such Restricted Subsidiary permitted to be outstanding under this Section 10.04; provided that such guarantees are permitted by
Section 10.05; 
 (xix) guarantees made by any Foreign Subsidiary (other than a Credit Party) of Indebtedness of
any other Foreign Subsidiary (other than a Credit Party) permitted to be outstanding under this Section 10.04; 

(xx) guarantees of Indebtedness of directors, officers and employees of the Company or any Restricted Subsidiary in respect of
expenses of such Persons in connection with relocations and other ordinary course of business purposes; 
 (xxi) guarantees
of Indebtedness of a Person in connection with a Joint Venture and Indebtedness of Subsidiaries of the Company that are not Wholly-Owned Subsidiaries; provided that the aggregate principal amount of any Indebtedness so guaranteed or incurred
shall not exceed $50,000,000; 
 (xxii) Indebtedness arising from the honoring by a bank or other financial institution of a
check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its incurrence; 

(xxiii) (x) salary, wages, bonuses, severance, pension and health and welfare retirement benefits, fringe benefits or the
equivalent thereof to current and former employees or other service providers of the Company or any Restricted Subsidiary incurred in the ordinary course of business, (y) Indebtedness representing deferred compensation or stock-based
compensation to employees of the Company and the Restricted Subsidiaries and (z) Indebtedness consisting of promissory notes issued by any Credit Party to current or former officers, directors and employees, their respective estates, spouses or
former spouses to finance the purchase or redemption of Equity Interests of any Parent Company permitted by Section 10.03; 

  
 -148- 













 (xxiv) Indebtedness of any Credit Party as an account party in respect of
trade letters of credit issued in the ordinary course of business; and 

(xxv)
 Indebtedness of any Credit Party secured by a Lien permitted by Section 10.01(xxxvi); and 

(xxvi)
(xxv) Indebtedness arising out of Sale-Leaseback Transactions permitted by
Section 10.01(xvi). 
 For purposes of determining compliance with this Section 10.04, in the event that an
item of Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of Indebtedness of the type described in this Section 10.04, the Company or the applicable Restricted Subsidiary may, in its sole
discretion, at the time of incurrence or issuance, divide, classify or reclassify, or at any later time divide, classify or reclassify, such item of Indebtedness (or any portion thereof) in any manner that complies with this
Section 10.04. 
 10.05. Advances, Investments and Loans. Each of the Company and any Restricted Subsidiary will not,
directly or indirectly, lend money or credit or make advances to any Person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other Person, or purchase or own a
futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract, or hold any cash or Cash Equivalents or designate a Subsidiary as an Unrestricted Subsidiary
(each of the foregoing, an “Investment” and, collectively, “Investments” and with the value of each Investment being measured at the time made and without giving effect to subsequent changes in value or any
write-ups, write-downs or write-offs thereof but giving effect to any cash return or cash distributions received by the Company and any Restricted Subsidiary with respect thereto), except that the following shall be permitted: 

(i) Investments consisting of accounts receivable created or acquired, and deposits, prepayments and other credits to suppliers
made, in the ordinary course of business; 
 (ii) the Company and any Restricted Subsidiary may acquire and hold cash and
Cash Equivalents; 
 (iii) the Company and any Restricted Subsidiary may hold the Investments held by them or committed to be
made by them on the Closing Date and described on Schedule 10.05(iii), and any modification, replacement, renewal or extension thereof that does not increase the principal amount thereof unless any additional Investments made with respect
thereto are permitted under the other provisions of this Section 10.05; 
 (iv) the Company and any Restricted
Subsidiary may acquire and hold Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers, and Investments received in good faith settlement of delinquent
obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; 
 (v)
Investments consisting of Hedging Agreements permitted by Section 10.04(ii); 
 (vi) (a) the Company and any
Restricted Subsidiary may make intercompany loans to and other Investments in Credit Parties, (b) any Foreign Subsidiary (other than a Credit Party) may make intercompany loans to and other Investments in the Company or any Restricted
Subsidiary so long as all payment obligations of the Credit Parties are subordinated to their 

  
 -149- 













 
obligations under the Credit Documents on terms consistent with Section 14.07 hereof or otherwise reasonably satisfactory to the Administrative Agent, (c) the Credit Parties may
make intercompany loans to, guarantees on behalf of, and other Investments in, Subsidiaries that are not Credit Parties so long as the aggregate amount of outstanding loans, guarantees and other Indebtedness made or committed to be made on or after
the Closing Date pursuant to this subclause (c) does not exceed $25,000,000 at any time, (d) any Restricted Subsidiary that is not a Credit Party may make intercompany loans to, and other Investments in, any other Restricted Subsidiary
that is also not a Credit Party, (e) additional loans and advances made to or in such Subsidiaries as part of the Company’s consolidated cash management operations in the ordinary course of business in an aggregate amount not to exceed
$50,000,000 outstanding at any time; provided that each cash management account between any Credit Party and any Subsidiary that is not Wholly-Owned shall be settled at least quarterly and (f) the Credit Parties may make intercompany
loans and other Investments in any Restricted Subsidiary that is not a Credit Party so long as such Investment is part of a series of simultaneous Investments by Restricted Subsidiaries in other Restricted Subsidiaries that results in the proceeds
of the initial Investment being invested in one or more Credit Parties; 
 (vii) Permitted Acquisitions so long as
(x) if the acquisition consideration exceeds $50,000,000, (i) the Permitted Acquisition Conditions shall be satisfied on a pro forma basis and (ii) within 30 days of the consummation of such Permitted Acquisition (or such longer
period as may be agreed by the Administrative Agent in its sole discretion) the Acquired Entity or Business shall have complied with the provisions of Section 9.12 to the extent any Person is required to become a Credit Party or grant or
perfect security thereunder; and (y) to the extent the aggregate amount of Permitted Acquisitions in any month exceeds $25,000,000, the Company shall have delivered to the Administrative Agent and each Lender a certificate executed by its chief
financial officer or treasurer, certifying to the best of such officer’s knowledge, compliance with the requirements of the definition of “Permitted Acquisition Conditions,” and containing the calculations (in reasonable detail)
required by clause (ii) thereof; 
 (viii) loans and advances by the Company and any Restricted Subsidiary to officers,
directors and employees of the Company and any Restricted Subsidiary not to exceed $20,000,000 at any time outstanding in connection with (x) relocations and other ordinary course of business purposes (including travel and entertainment
expenses) and (y) any such Person’s purchase of Equity Interests of any Parent Company; provided that no cash is actually advanced pursuant to this clause (y) unless immediately repaid; 

(ix) advances of payroll payments to employees of the Company and any Restricted Subsidiary in the ordinary course of business;

 (x) non-cash consideration may be received in connection with any sale of assets permitted pursuant to
Section 10.02(ii); 
 (xi) Investments in existence on the Closing Date by the Company, each other Borrower and
their respective Subsidiaries in their respective Subsidiaries; 
 (xii) Investments consisting of guaranties and Contingent
Obligations permitted by Section 10.04; 

  
 -150- 













 (xiii) any Investments consisting of (x) any contract pursuant to which
the Company or any Subsidiary obtains the right to cut, harvest or otherwise acquire timber on property owned by any other Person, whether or not the Company’s or such Subsidiary’s obligations under such contract are evidenced by a note or
other instrument, or (y) loans or advances to customers of the Company or any Subsidiary of the Company, including leases of personal property of the Company or such Subsidiary to such customers; provided that the contracts, loans and
advances constituting permitted Investments pursuant to this clause (xiii) shall not exceed $20,000,00050,000,000 at any time outstanding; 

(xiv) extensions of trade credit may be made in the ordinary course of business (including advances made to distributors),
Investments received in satisfaction or partial satisfaction of previously extended trade credit from financially troubled account debtors, Investments consisting of prepayments to suppliers made in the ordinary course of business and loans or
advances made to distributors, suppliers or subcontractors in the ordinary course of business; 
 (xv) earnest money deposits
may be made to the extent required in connection with Permitted Acquisitions and other Investments to the extent permitted under Section 10.01(xxiii); 

(xvi) Investments in deposit accounts or securities accounts opened in the ordinary course of business; 

(xvii) Investments in the nature of prepaid expenses, pledges or deposits with respect to leases, utilities, workers’
compensation, trade, performance and similarly deposits provided to third parties in the ordinary course of business; 

(xviii) Investments in the ordinary course of business consisting of UCC Article 3 or similar endorsements for collection or
deposit; 
 (xix) Investments in assets not meeting the definition of “Acquired Entity or Business” so long as the
Payment Conditions are satisfied on a pro forma basis immediately after giving effect to such Investments; 
 (xx)
Investments of a Person that is acquired and becomes a Restricted Subsidiary or of a company merged or amalgamated or consolidated into any Restricted Subsidiary, in each case after the Closing Date and in accordance with this
Section 10.05 and/or Section 10.02, as applicable, to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation, do not constitute a
material portion of the aggregate assets acquired in such transaction and were in existence on the date of such acquisition, merger, amalgamation or consolidation; 

(xxi) other Investments in an aggregate amount not to exceed the greater of (x) $100,000,000 or (y) 2.25% of
Consolidated Total Assets, calculated as of the then most recent fiscal quarter for which financial statements have been delivered immediately prior to the date such Investment is made, net of any return of or on such Investments; provided
that no more than $50,000,000 of such Investments at any time shall be made other than in Joint Ventures and Unrestricted Subsidiaries; and 

(xxii) Investments in an aggregate amount not to exceed $1,000,000 at any time outstanding in one or more lending institutions
organized and existing pursuant to the provisions of the Farm Credit Act and under the regulation of the Farm Credit Administration, an agency organized under the authority of the Farm Credit Act, made in connection with any financing provided by
such lending institutions to the extent required by such lending institutions in connection with such financing. 

  
 -151- 













 In connection with any commitment, definitive agreement or similar event relating to an
Investment, the Company may, at its option (the Company’s election to exercise such option in connection with any Investment, an “Investment Election”), designate such Investment as having occurred on the date of the
commitment, definitive agreement or event relating thereto (such date, the “Investment Test Date”) if, after giving pro forma effect to such Investment and all related transactions in connection therewith and any related pro forma
adjustments, the Company or applicable Restricted Subsidiary would have been permitted to make such Investment on such date in compliance with this Agreement, any related subsequent actual consummation or making of such Investment will be deemed for
all purposes under this Agreement to have been consummated or made on such date; provided that the foregoing shall not apply to determining (i) whether the Availability Conditions have been satisfied or (ii) Specified Availability
for purposes of the Payment Conditions or the Permitted Acquisition Conditions. If the Company has made an Investment Election for any Investment, then in connection with any calculation of any ratio, test or basket availability with respect to the
incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Permitted Acquisition or other Investment, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Company, the
prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant Investment Test Date and prior to the
earlier of the date on which such Investment is actually consummated or made or the date that the commitment, definitive agreement or similar event relating to such Investment is terminated, revoked or expires without consummation or the making of
such Investment, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a pro forma basis assuming such Investment and other transactions
in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated or made. 
 10.06.
Transactions with Affiliates. Each of the Company and any Restricted Subsidiary will not enter into any transaction or series of related transactions with any Affiliate of the Company or any of its Subsidiaries, other than on terms and
conditions not less favorable to the Company or such Restricted Subsidiary as would reasonably be obtained by the Company or such Restricted Subsidiary at that time in a comparable arm’s-length transaction with a Person other than an Affiliate,
except: 
 (i) Restricted Payments may be paid to the extent provided in Section 10.03; 

(ii) loans and other transactions among the Company and any Restricted Subsidiary (and any Parent Company) may be made to the
extent otherwise expressly permitted under Section 10; 
 (iii) customary fees and indemnification (including the
reimbursement of out-of-pocket expenses) may be paid to directors of the Company and any Subsidiary; 
 (iv) the Company and
any Subsidiary may enter into, and may make payments under, employment agreements, employee benefits plans, stock option plans, indemnification provisions, stay bonuses, severance and other similar compensatory arrangements with officers, employees
and directors of the Company and any Restricted Subsidiary in the ordinary course of business; 
 (v) to the extent not
otherwise prohibited by this Agreement, transactions between or among the Company and any Restricted Subsidiary shall be permitted (including equity issuances); 

  
 -152- 













 (vi) transactions with any Person (other than an Unrestricted Subsidiary)
that is an Affiliate by reason of the ownership by the Company or its Restricted Subsidiaries in the Equity Interest of such Person; 

(vii) the provision by the Company or any of its Restricted Subsidiaries of ordinary course administrative and other services,
including, without limitation, any accounting, legal, treasury, credit and cash management, management, marketing, sales, labor, customer relations, indemnification, logistics, human resources, tax, insurance and procurement services, to
Unrestricted Subsidiaries; and 
 (viii) any Investment permitted by Section 10.05. 

10.07. Limitations on Payments of Indebtedness; Modifications of Senior Notes Indenture, Certificate of Incorporation, By-Laws and Certain
Other Agreements, etc. Each of the Company and any Restricted Subsidiary will not: 
 (a) make any voluntary or optional
payment or prepayment on or redemption or acquisition for value of (including, in each case without limitation, by way of depositing with the trustee with respect thereto or any other Person money or securities before due for the purpose of paying
when due), the Senior Notes or any Specified Secured Indebtedness or unsecured Indebtedness, other than (i) any refinancing of the Senior Notes out of the proceeds of any refinancing Indebtedness permitted by Section 10.04(vii);
(ii) any refinancing of any Specified Secured Indebtedness or unsecured Indebtedness (other than the Senior Notes) pursuant to refinancings of such Indebtedness permitted under Section 10.04; (iii) prepayments, repurchases,
redemptions or defeasances of Indebtedness with shares of common stock of the Company or out of the Net Proceeds from the sale of common stock of the Company; (iv) any prepayment on or redemption or acquisition for value of any such
Indebtedness (including, in each case without limitation, by way of depositing with the trustee with respect thereto or any other Person money or securities before due for the purpose of paying when due) so long as the Payment Conditions are
satisfied on a pro forma basis immediately after giving effect to the consummation of the proposed repayment or prepayment; (v) prepayments of Indebtedness between the Company and its Subsidiaries; and (vi) in an aggregate amount since the
ClosingFourth
Amendment Effect Date not to exceed $5,000,000; 
 (b) amend or
modify, or permit the amendment or modification of any provision of, the Senior Notes Indenture other than any amendment or modification that is not adverse to the interests of the Lenders in any material respect; 

(c) amend or modify, or permit the amendment or modification of any provision of, any documents governing Specified Secured
Indebtedness (after the entering into thereof) with an aggregate principal amount of $50,000,000 or more other than any amendment or modification that is not adverse to the interests of the Lenders in any material respect; or 

(d) amend, modify or change its certificate or articles of incorporation (including, without limitation, by the filing or
modification of any certificate or articles of designation), certificate of formation, limited liability company agreement or by-laws (or the equivalent organizational documents in the relevant jurisdiction), as applicable, or any agreement entered
into by it with respect to its Equity Interests, or enter into any new agreement with respect to its Equity Interests, unless such amendment, modification, change or other action contemplated by this clause (d) could not reasonably be expected
to be adverse in any material respect to the interests of the Lenders. 

  
 -153- 













 10.08. Limitation on Certain Restrictions on Subsidiaries. Each of the Company and
any Restricted Subsidiary will not, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make
any other distributions on its capital stock or any other interest or participation in its profits owned by the Company or any Restricted Subsidiary, or pay any Indebtedness owed to the Company or any Restricted Subsidiary, (b) make loans or
advances to the Company or any Restricted Subsidiary or (c) transfer any of its properties or assets to the Company or any Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of: 

(i) applicable law; 

(ii) this Agreement and the other Credit Documents; 

(iii) the Senior Notes Indenture or in any agreement evidencing, governing or securing any Specified Secured Indebtedness or
effecting a refinancing, replacement or substitution of the Senior Notes or any Specified Secured Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such agreement are no more onerous, when
taken as a whole, to any Subsidiary of the Company than those contained in the Senior Notes Indenture; 
 (iv) customary
provisions restricting subletting or assignment of any lease governing any leasehold interest of the Company or any Restricted Subsidiary; 

(v) customary provisions restricting assignment of any licensing agreement (in which the Company or any Restricted Subsidiary
is the licensee) or other contract entered into by the Company or any Restricted Subsidiary in the ordinary course of business; 

(vi) restrictions on the transfer of any asset pending the close of the sale of such asset; 

(vii) any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition, to the extent the
relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition and does not apply to the Company or any Restricted Subsidiary, or the properties of any such Person,
other than the Persons or the properties acquired in such Permitted Acquisition; 
 (viii) encumbrances or restrictions on
cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; 

(ix) any agreement or instrument relating to Indebtedness of a Foreign Subsidiary (other than a Credit Party) incurred pursuant
to Section 10.04 to the extent such encumbrance or restriction only applies to such Foreign Subsidiary (other than a Credit Party); 

(x) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to
an agreement or instrument referred to in clause (vii) above; provided that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no more onerous, when
taken as a whole, to any Subsidiary of the Company than those contained in the agreements or instruments referred to in such clause (vii); 

  
 -154- 













 (xi) restrictions and conditions imposed by the terms of the documentation
governing any Indebtedness of a Restricted Subsidiary of the Company that is not a Credit Party, which Indebtedness is permitted by Section 10.04; 

(xii) Restrictions arising out of Permitted Liens, so long as such restrictions only apply to the assets subject to such
Permitted Lien; 
 (xiii) customary subordination of subrogation, contribution and similar claims contained in guaranties
permitted hereunder; 
 (xiv) any restrictions on the payment of dividends imposed on any Canadian Subsidiary in favor of
Canadian Governmental Authorities; 
 (xv) customary encumbrances or restrictions in joint venture agreements, asset sale
agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which restrictions relate solely to the activities of such joint venture or are otherwise applicable only to the assets that are the subject to such
agreement; 
 (xvi) customary encumbrances or restrictions contained in sales of, or in agreements relating to the sale of,
Equity Interests or assets of any Subsidiary of the Company pending such sale; provided that such encumbrances and restrictions apply only to the Subsidiary of the Company to be sold and such sale is permitted hereunder; 

(xvii) any such encumbrances or restrictions imposed in connection with consignment agreements entered into in the ordinary
course of business; and 
 (xviii) negative pledges permitted by Section 10.10(x). 

10.09. Business. 
 (a) The
Company will not permit at any time the primary business activities of the Company and its Restricted Subsidiaries taken as a whole to be other than in the forest products, paper products, foodstuffs, energy and recycling industries (including,
without limitation, the manufacturing and production of paper, packaging products, wood products, tissue products, forest fiber, and wood pulp and activities involving associated materials and byproducts thereof), the distribution of any such
product, and any business or other activities resulting from a conversion of existing assets or that are reasonably similar, ancillary, incidental,
synergistic, complementary or related to, or a reasonable
extension, development, derivation, innovation or expansion
of, any such businesses. 
 (b) The Company will not change its (i) accounting policies or reporting practices, except as
permitted by GAAP, or (ii) fiscal year. 
 10.10. Negative Pledges. Each of the Company and any Restricted Subsidiary shall not
agree or covenant with any Person to restrict in any way its ability to grant any Lien on its assets in favor of the Lenders, other than pursuant to any intercreditor agreement contemplated by this agreement, and except that this
Section 10.10 shall not apply to: 
 (i) any covenants contained in this Agreement or any other Credit Documents
or that exist on the
SecondFourth
 Amendment Effective Date; 

  
 -155- 













 (ii) covenants contained in the Senior Notes Indenture and the Farm Credit
Agreement as in effect on the
SecondFourth
 Amendment Effective Date and any refinancings thereof which are permitted hereunder; 

(iii) any documents governing Specified Secured Indebtedness (in each case so long as same do not restrict the granting of
Liens to secure Indebtedness pursuant to this Agreement); 
 (iv) covenants and agreements made in connection with any
agreement relating to secured Indebtedness permitted by this Agreement but only if such covenant or agreement applies solely to the specific asset or assets to which such Lien relates; 

(v) customary provisions in leases, subleases, licenses or sublicenses and other contracts restricting the right of assignment
thereof; 
 (vi) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures
that are applicable solely to such joint venture; 
 (vii) restrictions imposed by law; 

(viii) customary restrictions and conditions contained in agreements relating to any sale of assets or Equity Interests pending
such sale; provided such restrictions and conditions apply only to the Person or property that is to be sold; 
 (ix)
contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a
Restricted Subsidiary; 
 (x) negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed
money entered into after the Closing Date and otherwise permitted under Section 10.04 but only if either (A) such Indebtedness is not incurred by a Credit Party and such Lien does not attach to assets of a Credit Party or
(B) such negative pledge or restriction expressly permits Liens on ABL Priority Collateral for the benefit of the Administrative Agent and/or the Collateral Agent and the Secured Creditors with respect to the credit facilities established
hereunder and the Obligations under the Credit Documents on a senior basis and, except as permitted by Section 10.01(vi)(y), without a requirement that such holders of such Indebtedness be secured by such Liens securing the Obligations under
the Credit Documents equally and ratably or on a junior basis; 
 (xi) restrictions on any Foreign Subsidiary (other than a
Credit Party) pursuant to the terms of any Indebtedness of such Foreign Subsidiary (other than a Credit Party) permitted to be incurred hereunder; 

(xii) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of
business; and 
 (xiii) any restrictions on Liens imposed by any amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i), (ii), (iii) (ix), (x) and (xi) above; provided that such amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such encumbrance and other restrictions than those prior to such amendment,
modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 

  
 -156- 













 10.11. Financial Covenant. 

(a) The Company and any Restricted Subsidiary shall not, on any date when Specified Availability is less than the greater of (a) 10% of
the Line Cap and
(b) 
$45,000,00040,000,000
 (the “FCCR Test Amount”) for two consecutive Business Days, have a Consolidated Fixed Charge Coverage Ratio of less than 1.0 to 1.0, tested for the four fiscal quarter period ending
on the last day of the most recently ended fiscal quarter for which the Borrowers were required to deliver Section 9.01 Financials, and at the end of each succeeding fiscal quarter thereafter until the date on which Specified Availability has
exceeded the FCCR Test Amount for 21 consecutive days. 
 (b) For purposes of determining compliance with the financial covenant set
forth in Section 10.11(a) above, cash equity contributions (which equity shall be common equity) made to the Company (which shall be contributed in cash to the common equity of the Company) after the end of the relevant fiscal quarter
and on or prior to the day that is 10 Business Days after the Company is required to deliver financial statements under Section 9.01(a) or (b) (such 10-Business Day periods being
referred to herein as the “Interim Period”) will, at the request of the Company, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with such financial covenant at the end of such
fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that
(a) Specified Equity Contributions may be made no more than two times in any twelve fiscal month period and no more than five times during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater
than the amount required to cause the Borrowers to be in pro forma compliance with such financial covenant, (c) the Borrowers shall not be permitted to borrow hereunder during the Interim Period until the relevant Specified Equity Contribution
has been made, (d) all Specified Equity Contributions shall be disregarded for purposes of determining any baskets calculated on the basis of Consolidated EBITDA contained herein and in the other Credit Documents and (e) there shall be no
pro forma or other reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the financial covenant for the fiscal quarter in which such Specified Equity Contribution is made or any applicable
subsequent periods which include such fiscal quarter. 
 10.12. Canadian Pension Plans. No Credit Party shall: 

(a) establish a new “registered pension plan,” as defined in subsection 248(1) of the ITA, which contains a
“defined benefit provision,” as defined in subsection 147.1(1) of the ITA (other than a plan that provides only a “target benefit” or a “multi-employer pension plan” or a “defined contribution,” both as
defined in the Pension Benefits Act (Ontario), or an equivalent plan under the pension standards legislation of any other applicable jurisdiction in Canada, where employer contributions to such target benefit or multi-employer pension plan are
determined solely by reference to a participation agreement, collective agreement, or other agreement negotiated with the bargaining agent or other representative of the employees participating in such plan and the employer has no liability for or
obligation to fund any funding deficiency under such plan upon termination of the plan in whole or in part or upon the withdrawal of an employer from such plan); 

  
 -157- 













 (b) commence participation in any “multi-employer pension plan,”
as defined in the Pension Benefits Act (Ontario), or an equivalent plan under pension standards legislation of any other applicable jurisdiction in Canada, except where employer contributions to such multi-employer pension plan or equivalent plan
are determined solely by reference to a participation agreement, collective agreement, or other agreement negotiated with the bargaining agent or other representative of the employees participating in such plan and the employer has no liability for
or obligation to fund any funding deficiency under such plan upon termination of the plan in whole or in part or upon the withdrawal of an employer from such plan, without the prior written consent of the Administrative Agent; 

(c) terminate any Canadian Pension Plan in whole or in part, or take any action which could reasonably be expected to allow a
Governmental Authority to order the termination or wind-up of any other Canadian Pension Plan in whole or in part, if such termination or wind-up could reasonably be expected to have a Material Adverse Effect; 

(d) without the prior written consent of the Administrative Agent (not to be unreasonably withheld), except as is required by
Section 9.15 and except for purposes of permitting commuted value transfers under applicable pension standards legislation in circumstances other than a partial plan termination, the Canadian Subsidiaries of the Company shall not make
any contribution or other payment to the Canadian Pension Plans during any fiscal year in excess of $50,000,000 more than the minimum amount thereof required to be made under applicable law (including the Canadian Pension Regulations), unless the
Payment Conditions are satisfied both before and after giving effect to such contribution or other payment. For purposes of this clause (d), any payment required by a funding agreement with any Governmental Authority shall be deemed to be required
by applicable law even if labeled as “voluntary” under the Canadian Pension Regulations; or 
 (e) consummate any
transaction that would result in any Person not already a Subsidiary becoming a Subsidiary if (i) such Person sponsors, maintains or contributes to one or more Ontario Pension Plans and (ii) a solvency or wind up deficiency in excess of
$100,000,000 in the aggregate (excluding any surpluses that may exist in any acquired Plans) (as reflected in the most recent actuarial statements unless the same are not available, in which case, based upon the most recent financial statements or
as otherwise known based on the most recent information available to the Credit Party) exists with respect to such Ontario Pension Plans, without the prior consent of the Administrative Agent (not to be unreasonably withheld). 

Section 11 Events of Default. Upon the occurrence of any of the following specified events (each, an “Event of
Default”): 
 11.01. Payments. Any Borrower shall (i) default in the payment when due of any principal of any Loan or
any Note or (ii) default, and such default shall continue unremedied for three or more Business Days, in the payment when due of any interest on any Loan or Note, or any Fees or any other amounts owing hereunder or under any other Credit
Document; or 
 11.02. Representations, etc. Any representation, warranty or statement made or deemed made by any Credit Party herein
or in any other Credit Document or in any certificate delivered to the Administrative Agent or any Lender pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed made; or 

11.03. Covenants. The Company or any Restricted Subsidiary shall (i) default in the due performance or observance by it of any
term, covenant or agreement contained in Section 9.01(f)(i), 9.02(b), 9.04 (as to the existence of the Company), 9.11, 9.13, 9.17(c) (other than any such default which is not directly caused by the
action or inaction of the Company or any Restricted Subsidiary, which such 

  
 -158- 













 
default shall be subject to clause (iii) below), or Section 10, (ii) fail to deliver a Borrowing Base Certificate required to be delivered pursuant to
Section 9.17(a) within five (5) Business Days of the date such Borrowing Base Certificate is required to be delivered (other than during the occurrence of a Weekly Reporting Event, in which case such period shall be three
(3) Business Days), (iii) default in the due performance or observance by it of any other term, covenant or agreement contained in this Agreement or in any other Credit Document (other than those set forth in Sections 11.01 and
11.02), and such default under this clause (iii) shall continue unremedied for a period of 30 days after the earlier of (x) written notice thereof to the defaulting party by the Administrative Agent or the Required Lenders or
(y) a Responsible Officer of such defaulting party gains knowledge of such default; or 
 11.04. Default Under Other Agreements.
(i) The Company, any other Credit Party or any other Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary shall (x) default in any
payment of any Indebtedness (other than the Obligations and any Specified Intercompany Indebtedness) beyond the period of grace, if any, provided in an instrument or agreement under which such Indebtedness was created or (y) default in the
observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations and any Specified Intercompany Indebtedness) 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
(determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity, or (ii) any Indebtedness (other than the Obligations and any Specified Intercompany Indebtedness) of the Company,
any other Credit Party or any other Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary shall be declared to be (or shall become) due and
payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; provided that (A) it shall not be a Default or an Event of Default under this Section 11.04
unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least equal to the Threshold Amount and (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due
as a result of a voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is otherwise permitted hereunder; or 

11.05. Bankruptcy, etc. The Company, any other Credit Party or any other Restricted Subsidiary that is a Significant Subsidiary or any
group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary shall, to the extent applicable, commence a voluntary case or proceeding concerning itself under Title 11 of the United States Code entitled
“Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”) or commence analogous case, proceeding, step or procedure in any jurisdiction under any other Debtor Relief Laws; or an
involuntary case or proceeding is commenced against the Company, any other Credit Party or any other Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary in any jurisdiction, and the petition or proceeding is not controverted within 21 days, or is not dismissed within 60 days, after commencement of the case or proceeding; or a custodian (as defined in the Bankruptcy Code), receiver,
interim receiver, receiver-manager, trustee, liquidator, administrator, monitor or similar officer is appointed for, or takes charge of, all or substantially all of the property of the Company, any other Credit Party or any other Restricted
Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or the Company, any other Credit Party or any other Restricted Subsidiary that is a Significant
Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary commences any other proceeding under any Debtor Relief Laws of any jurisdiction whether now or hereafter in effect relating to the
Company, any other Credit Party or any other Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries 

  
 -159- 













 
that, taken together, would constitute a Significant Subsidiary, or there is commenced against the Company, any other Credit Party or any other Restricted Subsidiary that is a Significant
Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary any such proceeding which remains undismissed for a period of 60 days, or the Company, any other Credit Party or any other Restricted
Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is adjudicated, or is deemed for the purposes of any applicable law to be, insolvent or bankrupt; or
any order of relief or other order approving any such case or proceeding is entered against the Company, any other Credit Party or any other Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary; or the Company, any other Credit Party or any other Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary suffers any appointment of any custodian, receiver, interim receiver, receiver-manager, trustee, liquidator, administrator, monitor or the like for it or any substantial part of its property to continue undischarged or
unstayed for a period of 60 days; or the Company, any other Credit Party or any other Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary
makes a general assignment for the benefit of creditors; or any corporate, limited liability company or similar action is taken by the Company, any other Credit Party or any other Restricted Subsidiary that is a Significant Subsidiary or any group
of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary for the purpose of effecting any of the foregoing; or 

11.06. ERISA; Canadian Pension Plans. (a) An ERISA Event has occurred with respect to a Plan or Multiemployer Plan which has
resulted in a Material Adverse Effect, (b) there is or arises Unfunded Pension Liability which has resulted in a Material Adverse Effect, (c) there is or arises any potential withdrawal liability under Section 4201 of ERISA, if the
Company, any Restricted Subsidiary or the ERISA Affiliates were to withdraw completely from any and all Multiemployer Plans which has resulted in a Material Adverse Effect, (d) a Foreign Pension Plan has failed to comply with, or be funded in
accordance with, applicable law which has resulted in a Material Adverse Effect, or (e) the termination, in whole or in part, of any Canadian Pension Plan or any other event with respect to any Canadian Pension Plan which, when taken together
with all other terminations of Canadian Pension Plans and other events with respect to Canadian Pension Plans that have occurred, could reasonably be expected to result in a Material Adverse Effect; or 

11.07. Credit Documents. (i) Any Credit Document shall for any reason cease to be, or shall be asserted in writing by any Borrower
or any Restricted Subsidiary not to be, a legal, valid and binding obligation of any party thereto or (ii) any of the Security Documents shall for any reason cease to be in full force and effect, or shall cease to give the Collateral Agent for
the benefit of the Secured Creditors the Liens, rights, powers and privileges purported to be created thereby (including, without limitation (to the extent provided therein), a perfected (or the equivalent with respect to the Canadian Credit Parties
under applicable law) security interest in, and Lien on, all of the Collateral (other than immaterial Collateral), in favor of the Collateral Agent, superior to and prior to the rights of all third Persons (except as permitted by
Section 10.01), and subject to no other Liens (except as permitted by Section 10.01))); or 
 11.08.
Guaranties. Any Credit Party Guaranty or any provision thereof shall cease to be in full force and effect as to any Credit Party, or any Guarantor or any Person acting for or on behalf of such Credit Party shall deny or disaffirm such Credit
Party’s obligations under the Credit Party Guaranty to which it is a party; or 

  
 -160- 













 11.09. Judgments. One or more judgments or decrees shall be entered against the
Company, any other Credit Party or any other Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary involving in the aggregate for the Company
and any Restricted Subsidiary a liability or liabilities (not paid or fully covered by a reputable and solvent insurance company with respect to judgments for the payment of money) and such judgments and decrees either shall be final and
non-appealable or shall not be vacated, discharged or stayed or bonded pending appeal for any period of 60 consecutive days, and the aggregate amount of all such judgments and decrees (to the extent not paid or fully covered by such insurance
company) equals or exceeds the Threshold Amount; or 
 11.10. Change of Control. A Change of Control shall occur; 

then and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon the written request of
the Required Lenders, shall by written notice to the Company, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender or the holder of any Note to enforce its claims against any Credit Party
(provided that if an Event of Default specified in Section 11.05 shall occur with respect to any Credit Party, the result which would occur upon the giving of written notice by the Administrative Agent as specified in clauses
(i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Revolving Commitments terminated, whereupon all Commitments of each Lender shall forthwith terminate immediately; (ii) declare
the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by each Credit Party; (iii) enforce, as Collateral Agent, all of the Liens and security interests created pursuant to the Security Documents; (iv) enforce each Credit Party Guaranty;
(v) terminate, reduce or condition any Revolving Commitment, or make any adjustment to the Borrowing Base; and (vi) require the Credit Parties to Cash Collateralize LC Obligations, and, if the Credit Parties fail promptly to deposit such
Cash Collateral, the Administrative Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolving Loans (whether or not an Overadvance exists or is created thereby, or the conditions in
Section 7.01 are satisfied). 
 11.11. Application of Funds. After the exercise of remedies provided for above (or after
the Loans have automatically become immediately due and payable and the LC Exposure has automatically been required to be Cash Collateralized as set forth above): 

(a) Any amounts received on account of the Obligations (other than proceeds of Collateral) shall, subject to the provisions of
Sections 2.11 and 2.13(j), be applied in the following order: 
 First, to the payment of all reasonable
costs and out-of-pocket expenses, fees, commissions and taxes of such sale, collection or other realization including, without limitation, compensation to the Administrative Agent and its agents and counsel, and all expenses, liabilities and
advances made or incurred by the Administrative Agent in connection therewith; 
 Second, to the payment of all other
reasonable costs and out-of-pocket expenses of such sale, collection or other realization including, without limitation, costs and expenses and all costs, liabilities and advances made or incurred by the other Secured Creditors in connection
therewith (other than in respect of Secured Bank Product Obligations); 
 Third, to interest then due and payable on
the Swingline Loans; 

  
 -161- 













 Fourth, to the principal balance of the Swingline Loans and
Protective Advances outstanding until the same has been prepaid in full; 
 Fifth, to interest then due and payable on
Revolving Loans and other amounts due pursuant to Sections 3.01, 3.02 and 5.01; 
 Sixth, to Cash
Collateralize all LC Exposures (to the extent not otherwise Cash Collateralized pursuant to the terms hereof) plus any accrued and unpaid interest thereon; 

Seventh, to the principal balance of Revolving Borrowings then outstanding and all Obligations on account of Secured
Reserved Hedges with Secured Creditors pro rata; 
 Eighth, to interest then due and payable on FILO Loans, and other
amounts due to Lenders under a FILO Subfacility pursuant to Sections 3.01, 3.02 and 5.01; 

Ninth, to the principal balance of FILO Loans then outstanding; 

Tenth, to all Secured Unreserved Hedges, other Secured Bank Product Obligations and other Obligations pro rata; and 

Eleventh, the balance, if any, as required by any intercreditor agreement or, in the absence of any such requirement, to
the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns). 
 Notwithstanding
the foregoing, in no event will any amounts received from a Canadian Credit Party be applied to any such amounts with respect to the U.S. FILO Subfacility or the U.S. Subfacility or Borrowings by a U.S. Borrower under the Canadian Subfacility or the
Canadian FILO Subfacility. 
 Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant
to clause Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining
amount shall be applied to the other Obligations, if any, in the order set forth above. Amounts distributed with respect to any Secured Bank Product Obligations shall be the lesser of the maximum Secured Bank Product Obligations last reported to the
Administrative Agent or the actual Secured Bank Product Obligations as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be
distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Creditor. If a Secured Creditor fails to deliver such calculation within five days
following request by the Administrative Agent, the Administrative Agent may assume the amount to be distributed is zero. 

In the event that any such proceeds are insufficient to pay in full the items described in clauses First through
Tenth of this Section 11.11(a), the Credit Parties shall remain liable for any deficiency. Notwithstanding the foregoing provisions, this Section 11.11 is subject to the provisions of any intercreditor agreement. 

  
 -162- 













 (b) Any proceeds of U.S. Collateral received by the Administrative Agent
shall be applied ratably in the following order: 
 First, to the payment of all reasonable costs and out-of-pocket
expenses, fees, commissions and taxes of such sale, collection or other realization including, without limitation, compensation to the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by
the Administrative Agent in connection therewith due from the U.S. Borrowers; 
 Second, to the payment of all other
reasonable costs and out-of-pocket expenses of such sale, collection or other realization including, without limitation, costs and expenses and all costs, liabilities and advances made or incurred by the other Secured Creditors in connection
therewith (other than in respect of Secured Bank Product Obligations or the Credit Party Guaranty by the U.S. Borrowers of the Obligations of the Canadian Borrowers and U.K. Borrowers, if any) due from the U.S. Borrowers; 

Third, to interest then due and payable on the Company’s U.S. Swingline Loan; 

Fourth, to the principal balance of the U.S. Swingline Loan and Protective Advances outstanding until the same has been
prepaid in full; 
 Fifth, to interest then due and payable on Revolving Loans under the U.S. Subfacility and
Revolving Loans borrowed by the U.S. Borrowers under the Canadian Subfacility and other amounts due pursuant to Sections 3.01, 3.02 and 5.01; 

Sixth, to Cash Collateralize all U.S. LC Exposures (to the extent not otherwise Cash Collateralized pursuant to the
terms hereof) plus any accrued and unpaid interest thereon; 
 Seventh, to the principal balance of Revolving
Borrowings under the U.S. Subfacility and Revolving Loans borrowed by the U.S. Borrowers under the Canadian Subfacility then outstanding and all Obligations of the U.S. Borrowers on account of Secured Reserved Hedges with Secured Creditors, pro
rata; 
 Eighth, to interest then due and payable on U.S. FILO Loans under the U.S. FILO Subfacility, and Canadian
FILO Loans made to the U.S. Borrowers under the Canadian FILO Subfacility, and other amounts due pursuant to Sections 3.01, 3.02 and 5.01; 

Ninth, to the principal balance of U.S. FILO Loans under the U.S. FILO Subfacility, and Canadian FILO Loans made to the
U.S. Borrowers under the Canadian FILO Subfacility, then outstanding; 
 Tenth, to the payment of all reasonable costs
and out-of-pocket expenses, fees, commissions and taxes of such sale, collection or other realization including, without limitation, compensation to the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made
or incurred by the Administrative Agent in connection therewith due from the U.K. Borrower, if any, the Canadian Borrowers or any other Canadian Credit Party; 

Eleventh, to the payment of all other reasonable costs and out-of-pocket expenses of such sale, collection or other
realization including, without limitation, costs and expenses and all costs, liabilities and advances made or incurred by the other Secured Creditors in connection therewith (other than in respect of Secured Bank Product Obligations) due from the
U.K. Borrowers, if any, the Canadian Borrowers or any other Canadian Credit Party; 

  
 -163- 













 Twelfth, to interest then due and payable on the Canadian Swingline
Loan; 
 Thirteenth, to the principal balance of the Canadian Swingline Loan and Protective Advances outstanding until
the same has been prepaid in full; 
 Fourteenth, to interest then due and payable on Revolving Loans made to the
Canadian Borrowers and U.K. Borrowers, if any, under the Canadian Subfacility and other amounts due pursuant to Sections 3.01, 3.02 and 5.01; 

Fifteenth, to Cash Collateralize all Canadian LC Exposures (to the extent not otherwise Cash Collateralized pursuant to
the terms hereof) plus any accrued and unpaid interest thereon; 
 Sixteenth, to the principal balance of Revolving
Borrowings made to the Canadian Borrowers and U.K. Borrowers, if any, under the Canadian Subfacility then outstanding and all Obligations of the U.K. Borrowers, if any, the Canadian Borrowers or any other Canadian Credit Party on account of Secured
Reserved Hedges with Secured Creditors, pro rata; 
 Seventeenth, to interest then due and payable on Canadian FILO
Loans made to the Canadian Borrowers and U.K. Borrowers, if any, and other amounts due pursuant to Sections 3.01, 3.02 and 5.01; 

Eighteenth, to the principal balance of Canadian FILO Loans made to the Canadian Borrowers and U.K. Borrowers, if any,
then outstanding; 
 Nineteenth, to all Obligations of the Credit Parties on account of Secured Unreserved Hedges and
other Secured Bank Product Obligations and all other Obligations pro rata; and 
 Twentieth, the balance, if any, as
required by any intercreditor agreement or, in the absence of any such requirement, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns). 

(c) any proceeds of Canadian Collateral or U.K. Collateral received by the Administrative Agent shall be applied ratably in
order specified in subclauses Tenth through Twentieth of clause (b) above. 
 Excluded Swap Obligations with respect to
any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Credit Parties to preserve the allocation to Obligations otherwise set forth above
in this Section 11.11. 

  
 -164- 













 Section 12 The Administrative Agent. 

12.01. Appointment and Authorization. 

(a) Each Lender hereby irrevocably designates and appoints (i) Bank of America, N.A. as Administrative Agent and Collateral Agent for such
Lender, (ii) BMO Capital Markets Corp. and Wells Fargo Bank, N.A. as Co-Syndication Agents for such Lender, (iii) TD Bank, N.A. and Canadian Imperial Bank of Commerce as Co-Documentation Agents for such Lender and (iv) BofA
Securities, Inc., BMO Capital Markets Corp. and Wells Fargo Bank, N.A. as Joint Lead Arrangers for such Lender, each to act as specified herein and in the other Credit Documents. Each Lender hereby irrevocably authorizes the Administrative Agent and
the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Credit Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any
other Credit Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Credit Document, the Administrative Agent and the Collateral Agent shall
not have any duties or responsibilities, except those expressly set forth herein. None of the Agents (other than the Administrative Agent and the Collateral Agent) shall have any rights, powers, obligations, liabilities, responsibilities or duties
under this Agreement or any of the other Credit Documents, except in its capacity, as applicable, as a Lender, a Swingline Lender or an Issuing Bank hereunder. The Agents shall not have or be deemed to have any fiduciary relationship with any Lender
or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Agents. Without limiting the generality of the
foregoing sentence, the use of the term “agent” herein and in the other Credit Documents with reference to the Agents 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. 

(b) Each of the Lenders (including in its capacity as a Secured Bank Product Provider) hereby further authorizes the Administrative Agent to
enter into the Lender Loss Sharing Agreement, any intercreditor agreement (including those contemplated by Section 10.01(vi)) and any respective amendments thereto on behalf of such Lender. Without limiting the generality of the
foregoing, each of the Lenders hereby authorizes and directs the Administrative Agent to bind each Lender to the actions required by such Lender under the terms of the Lender Loss Sharing Agreement and any intercreditor agreement (including those
contemplated by Section 10.01(vi)). 
 (c) The provisions of this Section 12 (other than Sections 12.09 and
12.11) are solely for the benefit of the Agents, the Lenders and the Issuing Banks, and the Borrowers shall not have rights as a third party beneficiary of any of such provisions. 

12.02. Delegation of Duties. The Administrative Agent and the Collateral Agent may execute any of their duties under this Agreement or
any other Credit Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent and the Collateral
Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of such Administrative Agent’s or the Collateral Agent’s gross negligence or willful misconduct as determined
in a final nonappealable judgment by a court of competent jurisdiction. 
 12.03. Liability of Agents. No Agent-Related Person shall
(a) be liable for any action taken or omitted to be taken by it under or in connection with this Agreement or any other Credit Document or the transactions contemplated hereby (i) with the consent or at the request of the Required Lenders
(or such 

  
 -165- 













 
other number or percentage of the Lenders as shall be necessary, or as such Agent-Related Person shall believe in good faith shall be necessary, under the circumstances as provided in
Section 11) or (ii) in the absence of its own gross negligence or willful misconduct as determined in a final nonappealable judgment by a court of competent jurisdiction in connection with its duties expressly set forth herein,
(b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Credit Party or any officer thereof, contained herein or in any other Credit Document, or in any certificate,
report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Credit Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Credit Document, or for any failure of any Credit Party or any other party to any Credit Document to perform its obligations hereunder or thereunder, or (c) 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 Credit Documents that such Agent-Related Person 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 Credit Documents); provided that neither the Administrative Agent nor the Collateral Agent shall be required to take any action that,
in its opinion or the opinion of its counsel, may expose such Administrative Agent or Collateral Agent to liability or that is contrary to any Credit Document or applicable law. No Agent-Related Person shall be under any obligation to any Lender or
participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Credit Document, or to inspect the properties, books or records of any Credit Party or
any Affiliate thereof. 
 12.04. Reliance by the Agents. 

(a) Each of the Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any
writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to
be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Credit Party), independent accountants and other experts selected by such
Administrative Agent or Collateral Agent. Each of the Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under any Credit Document unless it shall first receive such advice or concurrence
of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take
any such action. Each of the Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Credit Document in accordance with a request or consent of
the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. 

(b) For purposes of determining compliance with the conditions specified in Section 6, 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 Closing Date specifying its objection thereto. 

  
 -166- 













 12.05. Notice of Default. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent
shall have received written notice from a Lender or the Company referring to this Agreement, describing such Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of
any such notice. The Administrative Agent shall take such action with respect to such Default as may be directed by the Required Lenders in accordance with Section 11; provided, however, that unless and until the
Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable or in the best interest
of the Lenders. 
 12.06. Credit Decision; Disclosure of Information by the Agents. Each Lender acknowledges that no Agent-Related
Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Credit Party or any Affiliate thereof, shall be deemed to
constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Agents that it has,
independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of the Credit Parties and their respective Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement
and to extend credit to the Borrowers and the other Credit Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Credit Documents, and to make such investigations as it deems necessary to inform itself as
to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrowers and the other Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by
the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or
creditworthiness of any of the Credit Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person. 

12.07. Indemnification of the Agents. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand each Agent (and its officers, directors, employees, agents and attorneys in fact which are acting on behalf of such Agent) (to the extent not reimbursed by or on behalf of any Credit Party and without limiting the obligation of any
Credit Party to do so), pro rata, and hold harmless each Agent (and its officers, directors, employees, agents and attorneys in fact which are acting on behalf of such Agent) from and against any and all Indemnified Liabilities incurred by it;
provided, however, that no Lender shall be liable for the payment to any Agent (or its officers, directors, employees, agents and attorneys in fact which are acting on behalf of such Agent) of any portion of such Indemnified
Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent’s (or its officers, directors, employees, agents and attorneys in fact which are acting on behalf such
Agent) own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of
this Section 12.07. Without limitation of the foregoing, each Lender shall reimburse each Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including, without limitation, the reasonable fees and
disbursements of counsel) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of the Borrowers. The
undertaking in this Section 12.07 shall survive termination of the Revolving Commitments, the payment of all other Obligations and the resignation of the Agents. 

  
 -167- 













 12.08. Administrative Agent in Its Individual Capacity. Bank of America, N.A. and its
Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the
Credit Parties and their respective Affiliates as though Bank of America, N.A. was not the Administrative Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Bank of America,
N.A. or its Affiliates may receive information regarding any Credit Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Credit Party or such Affiliate) and acknowledge that the
Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, Bank of America, N.A. shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and
powers as though it were not an Administrative Agent, and the terms “Lender” and “Lenders” include Bank of America, N.A. in its individual capacity. 

12.09. Successor Administrative Agent. 

(a) The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders and to the Company. If the
Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Company at all times
other than during the existence of an Event of Default under Section 11.01 or 11.05 (which consent of the Company shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the
effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and with the consent of the Company at all times other than during the existence of an Event of Default under
Section 11.01 or 11.05, a successor administrative agent from among the Lenders; provided that any such successor administrative agent shall be either a domestic office of a commercial bank organized under the laws of the
United States or any State thereof, or a United States branch of a bank that is organized under the laws of another jurisdiction, in either case which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of its
appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent”
shall mean such successor administrative agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as
Administrative Agent, the provisions of this Section 12 and Section 13.01 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor
administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. 

(b) Any resignation by Bank of America, N.A. as administrative agent pursuant to this Section 12.09 shall also constitute its
resignation as lender of the Swingline Loans to the extent that Bank of America, N.A. is acting in such capacity at such time. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of the retiring lender of the Swingline Loans and (ii) the retiring lender of the Swingline Loans shall be discharged from all of its duties and obligations
hereunder or under the other Credit Documents. 

  
 -168- 













 12.10. 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, the Administrative Agent (irrespective of whether the principal of any Loan or LC Exposure shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise: 

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC
Exposure 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 Banks and the Administrative Agent (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Banks and the Administrative
Agent under Sections 2.05 and 13.01) allowed in such judicial proceeding; and 
 (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, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by
each Lender and each Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.05 and
13.01. 
 Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or
adopt on behalf of any Lender or any Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any Issuing Bank to authorize the Administrative Agent to vote in respect
of the claim of any Lender or any Issuing Bank in any such proceeding. 
 The Secured Creditors hereby irrevocably authorize the
Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of
foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including
under Sections 363, 1123 or 1129 of the Bankruptcy Code or any other Debtor Relief Laws in any other jurisdictions to which a Credit Party is subject or (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted
by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured
Creditors shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the
liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the
acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) the Administrative
Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or


  
 -169- 













 
vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of
this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a)(i) through (a)(v) of Section 13.12 of this Agreement), and (iii) to the extent that Obligations that are assigned to an
acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition
vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the
acquisition vehicle shall automatically be cancelled, without the need for any Secured Creditor or any acquisition vehicle to take any further action. 

12.11. Collateral and Guaranty Matters. The Lenders and the Issuing Banks irrevocably authorize the Administrative Agent and the
Collateral Agent, as applicable: 
 (i) to release any Lien on any property granted to or held by the Collateral Agent under
any Credit Document (A) upon termination of the Revolving Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations and expense reimbursement obligations not yet due and payable and
(y) Secured Bank Product Obligations not due and payable) and the expiration or termination of all Letters of Credit (unless Cash Collateralized or backstopped on terms reasonably satisfactory to the Administrative Agent), (B) that is sold
or to be sold to a Person that is not a Credit Party as part of or in connection with any sale permitted hereunder, (C) subject to Section 13.12, if approved, authorized or ratified in writing by the Required Lenders or (D) if
the property subject to such Lien is owned by a Subsidiary Guarantor, subject to Section 13.12, upon release of such Subsidiary Guarantor from its obligations under the Credit Party Guaranty pursuant to clause (iii) below; 

(ii) at the request of the Company, to subordinate any Lien on any property granted to or held by the Collateral Agent or
Administrative Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 10.01(vii) and (xiv) but only to the extent such Sections permit such Lien to be prior to the Liens held
by the Collateral Agent and the Administrative Agent under the Credit Documents and such Collateral is not included in the Borrowing Base at such time; and 

(iii) to release any Credit Party from its obligations under this Agreement and the other Credit Documents to which it is a
party, and to release all liens and security interests granted by such Guarantor, if (x)(A) such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (B) such Person ceases to be a Restricted Subsidiary
or (C) such Person is an Immaterial Subsidiary and (y), if such Credit Party is a Borrower, all Loans and other Obligations of such Borrower have been paid in full and all Letters of Credit issued for the account of such Borrower have been
terminated (except to the extent any such Letters of Credit is Cash Collateralized or backstopped on terms reasonably satisfactory to the issuer of such Letter of Credit). 

Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative
Agent’s or the Collateral Agent’s, as applicable, authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Credit Party Guaranty pursuant to this
Section 12.11. 

  
 -170- 













 12.12. Bank Product Providers. Each Secured Bank Product Provider, by delivery of a
notice to the Administrative Agent of such agreement, agrees to be bound by this Section 12. Each such Secured Bank Product Provider shall indemnify and hold harmless Agent-Related Persons, to the extent not reimbursed by the Credit
Parties, against all claims that may be incurred by or asserted against any Agent-Related Person in connection with such provider’s Secured Bank Product Obligations. 

12.13. Administrative Agent and the Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under
the Credit Documents, and each of the Lenders (in its capacity as a Lender) and each other Agent hereby irrevocably appoint and authorize the Administrative Agent to act as the agent of such Lender and such Agent 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 Obligations, together with such powers and discretion as are reasonably incidental thereto. In this capacity, the Administrative Agent, as
“collateral agent” and any agent, employee or attorney-in-fact appointed by the “collateral agent” pursuant to Section 12.02 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 the “collateral agent,” shall be entitled to the benefits of all provisions of this Section 12 and
Section 13 as though such agent, employee or attorney-in-fact were the “collateral agent” under the Credit Documents, as set forth in full herein with respect thereto. 

12.14. Withholding Taxes. To the extent required by any applicable laws (as determined in good faith by the Administrative Agent), the
Administrative Agent may withhold from any payment to any Lender under any Credit Document an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 5.01, each Lender shall indemnify
and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and
disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from
amounts paid to or for the account of such Lender for any reason (including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that
rendered the exemption from, or reduction of, withholding Tax ineffective), whether or not such Tax was correctly or legally imposed. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent
shall be conclusive absent demonstrable error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Credit Document against any amount due
the Administrative Agent under this Section 12.14. The agreements in this Section 12.14 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a
Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. For the avoidance of doubt, for purposes of this Section 12.14, the term “Lender” shall include any Issuing Bank
and any Swingline Lender. 
 12.15. Certain ERISA Matters. 

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Company or any other Credit
Party, that at least one of the following is and will be true: 
 (i) such Lender is not using “plan assets”
(within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments
or this Agreement; 

  
 -171- 













 (ii) the transaction exemption set forth in one or more PTEs, such as PTE
84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for
certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by
in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; 

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the
meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and
this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of
PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the
Loans, the Letters of Credit, the Commitments and this Agreement; or 
 (iv) such other representation, warranty and covenant
as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. 
 (b) In addition, unless either
(1) subclause (i) of the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with subclause (iv) of the immediately
preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases
being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Company or any other Credit Party, that the Administrative Agent is not a fiduciary with respect to the
assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise
of any rights by the Administrative Agent under this Agreement, any Credit Document or any documents related hereto or thereto). 
 12.16. Recovery of Erroneous
Payments.  

Without
limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender, whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment
is a Rescindable Amount, then in any such event, each Lender receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender in immediately available funds in
the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise
claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation
to return any Rescindable Amount. The Administrative Agent shall inform each Lender promptly upon
determining that any payment made to such Lender comprised, in whole or in part, a Rescindable Amount. 

  
 -172- 













 Section 13 Miscellaneous . 

13.01. Payment of Expenses, etc. 

(a) The Credit Parties hereby jointly and severally agree to: (i) if the Closing Date occurs, pay all reasonable and documented
out-of-pocket costs and expenses within 30 days after demand therefor (A) of the Agents, the Joint Lead Arrangers and Issuing Banks (including, without limitation, the reasonable fees and disbursements of one primary counsel in each of the U.S.
and Canada, and, if reasonably necessary, one local counsel in any relevant jurisdiction and an additional counsel in the case of conflicts) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents
and the documents and instruments referred to herein and therein, the administration hereof and thereof and any amendment, waiver or consent relating hereto or thereto (whether or not effective), (B) of the Agents and the Joint Lead Arrangers
in connection with their syndication efforts with respect to this Agreement, (C) of the Agents, the Joint Lead Arrangers and each Lender in connection with the enforcement of this Agreement and the other Credit Documents and the documents and
instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy
proceedings and (D) of the Agents, Joint Lead Arrangers and Lenders in connection with Collateral monitoring, Collateral reviews and appraisals (including, without limitation, field examination fees, appraiser fees and out-of-pocket expenses;
provided that so long as no Event of Default or Cash Dominion Event shall have occurred and be continuing, (x) the fees and expenses relating to any individual field examination shall not exceed $40,000 and (y) the fees and expenses
relating to any individual Inventory appraisal shall not exceed $50,000), and while an Event of Default has occurred and is continuing, the fees and expenses of other advisors and professionals engaged by the Agents and the Joint Lead Arrangers;
(ii) [reserved]; and (iii) indemnify each Agent, each Joint Lead Arranger, each Lender, each Issuing Bank and their respective Affiliates and branches, and the officers, directors, employees, agents, and investment advisors of each of the
foregoing (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits,
costs, expenses and disbursements (including, without limitation, the reasonable fees and disbursements of one primary counsel in each of the U.S. and Canada, and, if reasonably necessary, one local counsel in any relevant jurisdiction and an
additional counsel in the case of conflicts, and consultants’ fees and disbursements) (but excluding Taxes other than Taxes that represent liabilities, obligations, losses, damages, penalties, actions, costs, expenses and disbursements arising
from a non-Tax claim) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent, any
Joint Lead Arranger or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other
Credit Document or the proceeds of any Loans hereunder or the consummation of the Transaction or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the
other Credit Documents or (b) the actual or alleged presence of Hazardous Materials in the Environment relating in any way to any Real Property owned, leased or operated, at any time, by the Company or any Restricted Subsidiary; the generation,
storage, transportation, handling, Release or threat of Release of Hazardous Materials by the Company or any Subsidiaries at any location, whether or not owned, leased or operated by the Company or any of its Subsidiaries; the non-compliance by the
Company or any Subsidiaries with any Environmental Law (including applicable permits thereunder); or any Environmental Claim or other 

  
 -173- 













 
liability under Environmental Law relating in any way to the Company, any Subsidiaries or relating in any way to any Real Property at any time owned, leased or operated by the Company or any
Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding in each case any
losses, liabilities, claims, damages or expenses (i) to the extent incurred by reason of the gross negligence or willful misconduct of the applicable Indemnified Person, any Affiliate or branch of such Indemnified Person or any of their
respective directors, officers, employees, representatives, agents, Affiliates, trustees or investment advisors, (ii) to the extent incurred by reason of any material breach of the obligations of such Indemnified Person under this Agreement or
the other Credit Documents (in the case of each of the preceding clauses (i) and (ii), as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) that do not involve or arise from an act or omission
by any Credit Party or any of their respective affiliates and is brought by an Indemnified Person against another Indemnified Person (other than claims against any Agent solely in its capacity as such or in its fulfilling such role)) (collectively,
the “Indemnified Liabilities”). To the extent that the undertaking to indemnify, pay or hold harmless any Agent, any Joint Lead Arranger or any Lender or other Indemnified Person set forth in the preceding sentence may be
unenforceable because it is violative of any law or public policy, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. 

(b) No Agent or any Indemnified Person shall be responsible or liable to any Credit Party or any other Person for (I)(x) any determination made
by it pursuant to this Agreement or any other Credit Document or (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, in each
case, in the absence of gross negligence or willful misconduct on the part of such Agent or Indemnified Person (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment), or (II) any indirect, special,
exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Agreement or any other Credit Document or the financing
contemplated hereby. 
 13.02. Right of Setoff. 

In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the
occurrence and during the continuance of an Event of Default, the Administrative Agent and each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to any Credit Party or to
any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special, in whatever currency) (other than accounts used exclusively for payroll, payroll taxes, fiduciary and
trust purposes, and employee benefits) and any other Indebtedness (in whatever currency) at any time held or owing by the Administrative Agent or such Lender (including, without limitation, by branches and agencies of the Administrative Agent or
such Lender wherever located) to or for the credit or the account of the Company or any Subsidiaries against and on account of the Obligations and liabilities of the Credit Parties to the Administrative Agent or such Lender under this Agreement or
under any of the other Credit Documents, including, without limitation, all interests in Obligations purchased by such Lender pursuant to Section 13.04(b), and all other claims of any nature or description arising out of or connected
with this Agreement or any other Credit Document, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand hereunder and although said Obligations, liabilities or claims, or any of them, shall be contingent
or unmatured. 

  
 -174- 













 13.03. Notices. 

(a) Except as
otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including electronic communication) and mailed, or delivered: (x) if to any Credit Party,  
  

			
	Prior to January 1, 2022:	  	On or After January 1, 2022
		
	 c/o Resolute Forest Products, Inc.

111 Boulevard Robert-Bourassa, Suite 5000

Montreal, Québec 

H3C 2MI, Canada

Attention: Treasurer 

Email: treasury@resolutefp.com
	  	 c/o Resolute Forest Products, Inc.

1010 De La Gauchetière Street West 

Suite 400

Montreal, Quebec, H3B 2N2, Canada

Attention: Treasurer 

Email: treasury@resolutefp.com

		
	With copies to:	  	With copies to:
		
	 Resolute Forest Products, Inc.

111 Boulevard Robert-Bourassa, Suite 5000

Montreal, Québec 

H3C 2MI, Canada

Attention: Vice President, Legal Affairs 

Email: legalnotices@resolutefp.com
	  	 Resolute Forest Products, Inc.

1010 De La Gauchetière Street West 

Suite 400

Montreal, Québec, H3B 2N2, Canada

Attention: Vice President, Legal Affairs 

Email: legalnotices@resolutefp.com

		
	and	  	and
		
	 Troutman Pepper Hamilton Sanders LLP

600 Peachtree Street, N.E., Suite 3000

Atlanta, Georgia 30308-2216

Attention: Hazen H. Dempster 

Email: hazen.dempster@troutman.com
	  	 Troutman Pepper Hamilton Sanders LLP

600 Peachtree Street, N.E., Suite 3000

Atlanta, Georgia 30308-2216

Attention: Hazen H. Dempster 

Email: hazen.dempster@troutman.com



 (a) Except as otherwise
expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including electronic communication) and mailed, or delivered: (x) if to any Credit Party, c/o Resolute Forest Products, Inc., 111
Boulevard Robert-Bourassa, Suite 5000, Montreal, Québec H3C 2MI, Canada, Attention: Silvana Travaglini, Vice President and Treasurer (email: Silvana.Travaglini@resolutefp.com), with copies to (i) Resolute Forest Products, Inc., 111
Boulevard Robert-Bourassa, Suite 5000, Montreal, Québec H3C 2MI, Canada, Attention: Jacques Vachon, Senior Vice President, Corporate Affairs and Chief Legal Officer (email: jacques.vachon@resolutefp.com) and (ii) Troutman Sanders LLP,
600 Peachtree Street, N.E., Suite 3000, Atlanta, Georgia 30308-2216, Attention: Hazen H. Dempster (email: hazen.dempster@troutman.com); and (y) if to any Lender, at its address specified
in writing to the Administrative Agent, at the Notice Office; or, (z) as to any Credit Party or the Administrative Agent, at such other address as shall be designated by such party in a written notice to the other parties hereto and, as to each
Lender, at such other address as shall be designated by such Lender in a written notice to the Company and the Administrative Agent. All such notices and communications shall, when mailed, sent by electronic transmission or sent by overnight
courier, be effective five (5) Business Days after deposit in the mails, one (1) Business Day after delivery to the overnight courier, as the case may be, or sent by electronic transmission, except that notices and communications to the
Administrative Agent and the Credit Parties shall not be effective until received by the Administrative Agent or the Company, as the case may be. 

  
 -175- 













 (b) Notices and other communications to the Lenders hereunder may be delivered or furnished
by electronic communications pursuant to procedures approved by the Administrative Agent. Each of the Administrative Agent and the Company 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. 

13.04. Benefit of Agreement; Assignments; Participations, etc. 

(a) This Agreement shall be binding upon and inure to the benefit of the Credit Parties, the Agents, the Lenders, and their respective
successors and assigns, except that (a) no Credit Party shall have the right to assign its rights or delegate its obligations under any Credit Documents and (b) any assignment by a Lender must be made in compliance with this
Section 13.04. The Administrative Agent may treat the Person which made any Loan as the owner thereof for all purposes until such Person makes an assignment in accordance with this Section 13.04. Any authorization or consent
of a Lender shall be conclusive and binding on any subsequent transferee or assignee of such Lender. 
 (b) A Lender may assign to an
Eligible Assignee any of its rights and obligations under the Credit Documents, as long as (a) in the case of a partial assignment, such assignment is in a minimum principal amount of $10,000,000 (unless otherwise agreed by the Administrative
Agent in its discretion) and integral multiples of $100,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by the transferor
Lender is at least $10,000,000 (unless otherwise agreed by the Administrative Agent and the Company in their discretion); and (c) the parties to each such assignment shall execute and deliver an Assignment and Assumption Agreement to the
Administrative Agent for acceptance and recording. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Credit Documents to secure obligations of such Lender to a Federal Reserve Bank; provided,
however, that no such pledge or assignment shall release the Lender from its obligations hereunder nor substitute the pledgee or assignee for such Lender as a party hereto. 

(c) Upon delivery to the Administrative Agent of an assignment notice in the form of Exhibit I and a processing fee of $3,500
(unless otherwise agreed by the Administrative Agent in its discretion), the assignment shall become effective as specified in the notice, if it complies with this Section 13.04. From such effective date, the Eligible Assignee shall for
all purposes be a Lender under the Credit Documents, and shall have all rights and obligations of a Lender thereunder. Upon consummation of an assignment, the transferor Lender, the Administrative Agent and the Company shall make appropriate
arrangements for issuance of replacement and/or new Notes, if applicable. The transferee Lender shall comply with Section 5 and deliver, upon request, an administrative questionnaire satisfactory to the Administrative Agent. 

(d) No assignment or participation may be made to a Borrower, an Affiliate of a Borrower, a Defaulting Lender or a natural person. The
Administrative Agent has no obligation to determine whether any assignee is permitted under the Credit Documents. Assignment by a Defaulting Lender shall be effective only if there is concurrent satisfaction of all outstanding obligations of the
Defaulting Lender under the Credit Documents in a manner satisfactory to the Administrative Agent, including payment by the Eligible Assignee or Defaulting Lender to the Administrative Agent of an aggregate amount sufficient upon distribution
(through direct payment, purchases of participations or other methods acceptable to the Administrative Agent) to satisfy all funding and payment liabilities of the Defaulting Lender. If assignment by a Defaulting Lender occurs (by operation of law
or otherwise) without compliance with the foregoing sentence, the assignee shall be deemed a Defaulting Lender for all purposes until compliance occurs. 

  
 -176- 













 (e) The Administrative Agent, acting as a non-fiduciary agent of the Borrowers (solely for
tax purposes), shall maintain (a) a copy (or electronic equivalent) of each Assignment and Assumption Agreement delivered to it and (b) a register for recordation of the names, addresses and Commitments of, and the Loans, interest and LC
Obligations owing to, each Lender. Entries in the register shall be conclusive, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person recorded in such register as a Lender for all purposes under
the Credit Documents, notwithstanding any notice to the contrary. The Administrative Agent may choose to show only one Borrower as the borrower in the register, without any effect on the liability of any Credit Party with respect to the Obligations.
The register shall be available for inspection by the Borrowers and, as to its own positions only, any Lender, from time to time upon reasonable notice. 

(f) Subject to this Section 13.04, any Lender may sell to a financial institution (“Participant”) a participating
interest in the rights and obligations of such Lender under any Credit Documents. Despite any sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Credit Documents shall remain unchanged, it shall
remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by the Borrowers shall be determined as if it had not sold such
participating interests, and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with the Credit Documents. Each Lender shall be solely responsible for notifying its Participants of
any matters under the Credit Documents, and the Administrative Agent and the other Lenders shall not have any obligation or liability to any such Participant. 

(g) Subject to Section 13.04(h), the Credit Parties agree that each Participant shall be entitled to the benefits of Sections
3.01, 3.02 and 5.01 (subject to the requirements and limitations of such Sections and Section 3.04) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
Section 13.04(b) (provided that any documentation required to be provided under Sections 3.01(b) or (c) shall be provided solely to the participating Lender). To the extent permitted by applicable law, each
Participant also shall be entitled to the benefits under this Agreement as though it were a Lender; provided that such Participant agrees to be subject to Section 2.10 as though it were a Lender. 

(h) A Participant shall not be entitled to receive any greater payment under Sections 3.01, 3.02 or 5.01 than the
applicable Lender would have been entitled to receive with respect to the participation sold to such Participant except to the extent such entitlement to a greater payment results from a Change in Law occurring after the sale of the participation
takes place. 
 (i) Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, waiver or
other modification of a Credit Document other than that which forgives principal, interest or fees, reduces the stated interest rate or fees payable with respect to any Loan or Commitment in which such Participant has an interest, postpones the
Maturity Date or any date fixed for any regularly scheduled payment of principal, interest or fees on such Loan or Commitment, or releases any Borrower, Guarantor or substantially all Collateral. 

(j) Each Lender that sells a participation shall, acting as a non-fiduciary agent of the Borrowers (solely for Tax purposes), maintain a
register (the “Participant Register”) in which it enters the Participant’s name, address and interest in Commitments, Loans (and stated interest) and LC Obligations. Entries in the Participant Register shall be conclusive,
absent manifest error, and such Lender shall treat each Person recorded in the Participant Register as the owner of the participation for all purposes, notwithstanding any notice to the contrary. No Lender shall have an obligation to disclose any
information in Participant Register except to the extent necessary to establish that a Participant’s interest is in registered form under the Code. 

  
 -177- 













 (k) The Borrowers agree that each Participant shall have a right of setoff in respect of its
participating interest to the same extent as if such interest were owing directly to a Lender, and each Lender shall also retain the right of setoff with respect to any participating interests sold by it. By exercising any right of setoff, a
Participant agrees to share with the Lenders all amounts received through its setoff, in accordance with Section 2.10(c) as if such Participant were a Lender. 

13.05. No Waiver; Remedies Cumulative. No failure or delay on the part of the Administrative Agent, the Collateral Agent or any Lender
in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between the Borrowers or any other Credit Party and the Administrative Agent, the Collateral Agent or any Lender shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or
thereunder. The rights, powers and remedies herein or in any other Credit Document expressly provided are cumulative and not exclusive of any rights, powers or remedies which the Administrative Agent, the Collateral Agent or any Lender would
otherwise have. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent, the
Collateral Agent or any Lender to any other or further action in any circumstances without notice or demand. 
 13.06. Severability.
If any provision of this Agreement or the other Credit Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Credit Documents shall
not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that
of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this
Section 13.06, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by debtor relief Laws, as determined in good faith by the Administrative Agent, the Issuing
Banks or the Swingline Lenders, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited. 

13.07. Calculations; Computations. 

(a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP in effect from
time to time; provided that if the Company notifies the Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such
provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in
accordance herewith. The Company shall have the right, if required by relevant regulatory authorities, to adopt the International Financial Reporting Standards, as promulgated by the International Accounting Standards Board (or any successor board
or agency), as in effect on the date of the election, which election shall, for purposes of this Agreement, be 

  
 -178- 













 
treated as a permitted change in GAAP and shall be subject to the terms of the immediately preceding sentence. Notwithstanding any other provision contained herein, (i) all terms of an
accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to Statement of Financial Accounting Standards 141R or ASC 805 (or any other financial
accounting standard having a similar result or effect) and (ii) any lease which was (or would have been) classified as an operating lease under the Company’s accounting treatment thereof in accordance with GAAP as in effect on the Closing
Date shall not constitute a Capital Lease, and the obligations or liabilities thereunder shall not constitute Capitalized Lease Obligations, notwithstanding any changes in GAAP (or the required implementation of any previously promulgated changes in
GAAP) subsequent to the Closing Date (whether before or after the
SecondFourth
 Amendment Effective Date) relating to the treatment of a lease as an operating lease or capitalized lease. 

(b) The calculation of any financial ratios under this Agreement shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-down if there is no nearest number). 

13.08. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. 

(a) UNLESS EXPRESSLY PROVIDED IN ANY CREDIT DOCUMENT, THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS AND ALL CLAIMS SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES EXCEPT FEDERAL LAWS RELATING TO NATIONAL BANKS. 
 (b) EACH
CREDIT PARTY HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK OR THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, CITY OF
NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING RELATING IN ANY WAY TO ANY CREDIT DOCUMENT, AND AGREES THAT ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING SHALL BE BROUGHT BY IT SOLELY
IN ANY SUCH COURT. EACH CREDIT PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING ANY SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY HERETO
IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 13.03. A final judgment in any proceeding of any such court shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or any other manner provided by applicable law. 
 (c) EACH OF THE PARTIES TO
THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 

  
 -179- 













 13.09. Counterparts. 

(a)
This Agreement, any Credit Document and any document,
amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this
Agreement or any Credit Document (each, a “Communication”), including Communications required to
be in writing, may be in the form of an Electronic Record (as defined below) and may be executed using Electronic Signatures (as defined below). Each of the Credit Parties, the Administrative Agent and each Lender agrees that any Electronic
Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and
binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any
Communication may be executed in any number ofas many counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute
one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Company and the Administrative
Agent.as necessary or convenient, including both paper and electronic counterparts, but all such
counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic
form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each Lender may, at its option, create one or more copies of
any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form
of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary,
neither the Administrative Agent nor any Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without
limiting the foregoing, (a) to the extent the Administrative Agent or any Lender has agreed to accept such Electronic Signature, the Administrative Agent and each Lender shall be entitled to rely on any such Electronic Signature purportedly
given by or on behalf of any Credit Party and/or any Lender without further verification and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by such manually executed
counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. 

(b)
 Neither the Administrative Agent nor any Lender shall be responsible
for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Credit Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection
with the Administrative Agent’s or such Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Administrative Agent and each Lender shall be entitled to rely on, and shall
incur no liability under or in respect of this Agreement or any other Credit Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using
an Electronic Signature) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Credit Documents
for being the maker thereof). 
 (c) Each of the Credit Parties, the Administrative Agent and each Lender hereby waives (i) any argument, defense or right to
contest the legal effect, validity or enforceability of this Agreement, any other Credit Document based solely on the lack of paper original copies of this Agreement and/or such other Credit Document, (ii) any claim against the Administrative
Agent, any Lender or any Related Party for any liabilities arising solely from the Administrative Agent’s, any Lender’s or any Related Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result
of the failure of the Credit Parties to use any available security measures in connection with the execution, delivery or 

  
 -180- 













 
transmission of any Electronic Signature but excluding any
liability arising from the gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction, and (iii) any indirect, special, exemplary, incidental, punitive or consequential
damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of the lack of paper original copies of any Credit Document or any reliance on or use of Electronic Signatures. 
 13.10. Canadian Severability. Notwithstanding any other provision contained herein or
in any other Credit Document, if a “secured creditor” (as that term is defined under the Bankruptcy and Insolvency Act (Canada)) is determined by a court of competent jurisdiction not to include a Person to whom obligations are owed
on a joint and several basis, then such Person’s Obligations (and the Obligations of each other Canadian Credit Party or English Credit Party), to the extent such Obligations are secured, shall be several obligations and not joint and several
obligations. 
 13.11. Headings Descriptive. The headings of the several Articles, Sections and subsections of this Agreement are
inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement. 
 13.12.
Amendment or Waiver; etc. 
 (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed,
waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Credit Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be
modified to reflect such additions) the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders); provided that no such change, waiver,
discharge or termination shall (i) without the prior written consent of each Lender (and Issuing Bank, if applicable) directly and adversely affected thereby, extend the final scheduled maturity of any Revolving Commitment, or reduce the rate
or extend the time of payment of interest or Fees thereon or reduce or forgive the principal amount thereof or forgive the payment of such interest or Fees (it being understood that waivers or modifications of conditions precedent, Defaults or
Events of Default shall not constitute a reduction or extension of the time of payment of interest or Fees thereon of any Lender), (ii) except as otherwise expressly provided herein or in the Security Documents, release all or substantially all
of the Collateral under all the Security Documents without the prior written consent of each Lender, (iii) except as otherwise provided in the Credit Documents, release all or substantially all of the value of the Credit Party Guaranty without
the prior written consent of each Lender, (iv) amend, modify or waive any pro rata sharing provision of Section 2.10, the payment waterfall provision of Section 11.11, or any provision of this
Section 13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving
Commitments on the Closing Date), in each case, without the prior written consent of each Lender directly and adversely affected thereby, (v) reduce the percentage specified in the definitions of “Required Lenders” or
“Supermajority Lenders” without the prior written consent of each Lender directly and adversely affected thereby (it being understood that, with the prior written consent of the Required Lenders or Supermajority Lenders, as applicable,
additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders or Supermajority Lenders, as applicable, on substantially the same basis as the extensions of Revolving Commitments are included
on the Closing Date), (vi)) consent to the assignment or transfer by any Borrower of any of its rights and
obligations under this Agreement without the consent of each Lender or (vii) implement an ESG Amendment
pursuant to Section 2.23 without the prior written consent of each Lender and each Issuing Bank; provided, further, that no such change, waiver, discharge or termination shall
(1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it 

  
 -181- 













 
being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Revolving Commitments shall not constitute an
increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Agent adversely affected
thereby, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of such Agent, (3) without the consent of Collateral Agent, amend, modify or waive any provision
relating to the rights or obligations of the Collateral Agent, (4) without the consent of an Issuing Bank or a Swingline Lender, amend, modify or waive any provision relating to the rights or obligations of such Issuing Bank or such Swingline
Lender, (5) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Availability,” “Suppressed Availability,” “Specified Availability,” “U.S. Borrowing Base,”
“Canadian Borrowing Base” or “Borrowing Base” or any component definition used therein (including, without limitation, the definitions of “Eligible Accounts” and “Eligible Inventory”) if, as a result thereof,
the amounts available to be borrowed by the Borrowers would be increased or add any new classes of eligible assets thereto; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or
eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the Borrowing Base as provided herein, (6) without the prior written consent of each Lender, increase the percentages set forth in the term
“Canadian Borrowing Base” and “U.S. Borrowing Base” or (7) without the prior written consent of the Required Subfacility Lenders, adversely affect the rights of Lenders under a Subfacility or FILO Subfacility in respect of
payments hereunder in a manner different than such amendment affects the other Subfacility or FILO Subfacility, as applicable. 
 (b) If, in
connection with any proposed change, waiver, discharge or termination of any of the provisions of this Agreement as contemplated by clauses (i) through (v), inclusive, of the first proviso to Section 13.12(a), the consent of the
Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Company shall have the right, so long as all non-consenting Lenders whose individual consent is required are
treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 3.04 so long as at the time of such
replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitments and/or repay the outstanding Revolving Loans and FILO Loans of such
Lender in accordance with Section 3.04; provided that, unless the Commitments that are terminated, and Revolving Loans and FILO Loans repaid, pursuant to the preceding clause (B) are immediately replaced in full at such time
through the addition of new Lenders or the increase of outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to the preceding clause (B) the Required Lenders
(determined after giving effect to the proposed action) shall specifically consent thereto; provided, further, that in any event the Company shall not have the right to replace a Lender, terminate its Commitments or repay its Revolving
Loans and FILO Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 13.12(a). 

(c) Notwithstanding anything to the contrary contained in clause (a) of this Section 13.12, (i) the Borrowers, the
Administrative Agent and each Lender providing the relevant Revolving Commitment Increase may, in accordance with the provisions of Section 2.15, enter into an Incremental Revolving Commitment Agreement, (ii) the Borrowers, the
Administrative Agent and each Extending Lender may, in accordance with the provisions of Section 2.19, enter into an Extension Amendment; provided that after the execution and delivery by the Borrowers, the Administrative Agent
and each such Lender pursuant to the foregoing clause (i) or (ii), this Agreement may thereafter only be modified in accordance with the requirements of clause (a) above of this Section 13.12 and (iii) this Agreement may
be amended with the written consent of the Company and the Administrative Agent as provided in Section 3.06. 

  
 -182- 













 (d) Without the consent of any other person, the applicable Credit Party or Credit Parties
and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by any Credit Document) enter into any amendment or waiver of any Credit Document, or enter into any new agreement
or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Creditors, or as required by local law to
give effect to, or protect any security interest for the benefit of the Secured Creditors, in any property or so that the security interests therein comply with applicable Requirements of Law. 

(e) Notwithstanding anything to the contrary herein, any fee letter may be amended, or rights and privileges thereunder waived, in a writing
executed only by the parties thereto. 
 (f) Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting
Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments, waivers and consents hereunder and the Commitment and the outstanding Loans or other extensions of credit of such Lender
hereunder will not be taken into account in determining whether the Required Lenders or all of the Lenders, as required, have approved any such amendment, waiver or consent (and the definitions of “Supermajority Lenders” and “Required
Lenders” will automatically be deemed modified accordingly for the duration of such period); provided that any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date
fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to
such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender. 

(g) Further, notwithstanding anything to the contrary contained in this Section 13.12, if following the Closing Date the
Administrative Agent and any Credit Party shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Credit Documents, then the Administrative Agent and the
Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Documents if the same is not objected to in writing by the Required Lenders
within five (5) Business Days following receipt of notice thereof. 
 13.13. Survival. All indemnities set forth herein
including, without limitation, in Sections 3.01, 3.02, 5.01, 12.07 and 13.01 shall survive the execution, delivery and termination of this Agreement and the Notes and the making and repayment of the Obligations.

 13.14. Domicile of Loans. Each Lender may transfer and carry its Revolving Loans and FILO Loans at, to or for the account of any
office, branch, Subsidiary or Affiliate of such Lender. Notwithstanding anything to the contrary contained herein, to the extent that a transfer of Loans pursuant to this Section 13.14 would, at the time of such transfer, result in
increased costs under Section 3.01 or 5.01 from those being charged by the respective Lender prior to such transfer, then the Borrowers shall not be obligated to pay such increased costs (although the Borrowers shall be obligated
to pay any other increased costs of the type described above resulting from changes after the date of the respective transfer). 

  
 -183- 













 13.15. Register. The Borrowers hereby designate the Administrative Agent to serve as
its agent, solely for purposes of this Section 13.15, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Revolving Commitments and principal
amount (and related interest amounts) of Revolving Loans, FILO Loans and LC Obligations by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender. The Company, the Administrative Agent and the Lenders
shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement (and the entries in the Register shall be conclusive for such purposes (absent manifest error)),
notwithstanding notice to the contrary. With respect to any Lender, the transfer of the Commitments of, and the principal (and interest) amounts of the Revolving Loans and FILO Loans owing to, such Lender and the rights to the principal of, and
interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments, Revolving Loans and FILO Loans and
prior to such recordation all amounts owing to the transferor with respect to such Commitments, Revolving Loans and FILO Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments,
Revolving Loans and FILO Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to
Section 13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as
practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Revolving Loan or FILO Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor
Lender and/or the new Lender at the request of any such Lender. The registration of any provision of Revolving Commitment Increases pursuant to Section 2.15 shall be recorded by the Administrative Agent on the Register only upon the
acceptance of the Administrative Agent of a properly executed and delivered Incremental Revolving Commitment Agreement. Coincident with the delivery of such Incremental Revolving Commitment Agreement for acceptance and registration of the provision
of Revolving Commitment Increases, as the case may be, or as soon thereafter as practicable, to the extent requested by such Lenders, Notes shall be issued, at the Borrowers’ expense, to such Lender of a Revolving Commitment Increase, to be in
conformity with Section 2.04 (with appropriate modification) to the extent needed to reflect Revolving Commitment Increases, and outstanding Revolving Loans made by such Lender of a Revolving Commitment Increase. 

13.16. Confidentiality. 

(a) Subject to the provisions of clause (b) of this Section 13.16, each Agent, Joint Lead Arranger, Co-Documentation Agent,
Co-Syndication Agent and Lender agrees that it will use its commercially reasonable efforts not to disclose without the prior consent of the Company (other than to its employees, auditors, advisors or counsel or to another Lender if such Lender or
such Lender’s holding or parent company in its sole discretion determines that any such party should have access to such information; provided such Persons shall be subject to the provisions of this Section 13.16 to the same
extent as such Lender (or language substantially similar to this Section 13.16(a))) any information with respect to the Company or any Restricted Subsidiary which is now or in the future furnished pursuant to this Agreement or any other
Credit Document; provided that any Lender may disclose any such information (i) as has become generally available to the public other than by virtue of a breach of this Section 13.16(a), (ii) upon the request or demand
of any governmental, regulatory or self-regulatory authority or as may be required or appropriate in any report, statement or testimony submitted to any municipal, state or Federal regulatory body having or claiming to have jurisdiction over such
Lender or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or similar organizations (whether in the United States or elsewhere) or their successors, (iii) as may be required or appropriate in respect to any summons or
subpoena or in connection with any litigation, (iv) in order to comply with any law, order, regulation or ruling applicable to such Lender, (v) to the Administrative Agent or the Collateral Agent, (vi) to any prospective or actual
direct or indirect contractual counterparty in any swap, hedge, insurance, re-insurance or similar agreement (or to any such contractual counterparty’s professional advisor), so long as such contractual counterparty (or such professional
advisor) agrees to be 

  
 -184- 













 
bound by the provisions of this Section 13.16 (or language substantially similar to this Section 13.16(a)), (vii) in connection with the exercise of any remedies
hereunder or under any other Credit Document or any action or proceeding relating to this Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder and (viii) to any prospective or actual transferee, pledgee or
participant in connection with any contemplated transfer, pledge or participation of any of the Notes or Commitments or any interest therein by such Lender; provided that such prospective transferee, pledge or participant agrees to be bound
by the confidentiality provisions contained in this Section 13.16 (or language substantially similar to this Section 13.16(a)); provided, further, that, to the extent permitted pursuant to any applicable law,
order, regulation or ruling, and other than in connection with credit and other bank examinations with respect to such Lender, in the case of any disclosure pursuant to the foregoing clause (ii), (iii) or (iv), such Lender will use its
commercially reasonable efforts to notify the Company in advance of such disclosure so as to afford the Company the opportunity to protect the confidentiality of the information proposed to be so disclosed. 

(b) The Borrowers hereby acknowledge and agree that each Lender may share with any of its Affiliates and branches, and such Affiliates and
branches may share with such Lender, any information related to the Company or any Subsidiary (including, without limitation, any non-public customer information regarding the creditworthiness of the Company and the Subsidiaries); provided
such Persons shall be subject to the provisions of this Section 13.16 to the same extent as such Lender. 
 13.17. USA Patriot
Act Notice. Each Lender hereby notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act Title III of Pub. 107-56 (signed into law October 26, 2001 and amended on March 9, 2009) (the “Patriot
Act”), the Beneficial Ownership Regulation and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” policies, regulations, laws or rules and Anti-Terrorism Laws, it is
required to obtain, verify, and record information that identifies the Borrowers and each Subsidiary Guarantor, which information includes the name of each Credit Party and other information that will allow such Lender to identify the Credit Party
in accordance therewith, and each Credit Party agrees to provide such information from time to time to any Lender. 
 13.18.
Acknowledgment and Consent to Bail-In of
EEAAffected
Financial Institutions. Solely to the extent an EEAAffected Financial Institution is a party to this Agreement and
notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEAAffected Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEAAffected Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a) the application of any Write-Down and Conversion Powers by an EEAthe
applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEAAffected Financial Institution; and 
 (b) the effects of any Bail-In Action on any such
liability, including, if applicable: 
 (i) a reduction in full or in part or cancellation of any such liability; 

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu
of any rights with respect to any such liability under this Agreement or any other Credit Document; or 

  
 -185- 













 (iii) the variation of the terms of such liability in connection with the
exercise of the Write-Down and Conversion Powers of any
EEAthe applicable Resolution Authority.

 13.19. Waiver of Sovereign Immunity. Each of the Credit Parties, in respect of itself, its Subsidiaries, its process agents
and its properties and revenues, hereby irrevocably agrees that, to the extent that the Borrowers, or any of their respective Subsidiaries or any of their properties has or may hereafter acquire any right of immunity, whether characterized as
sovereign immunity or otherwise, from any legal proceedings, whether in the United States, Canada or elsewhere, to enforce or collect upon the Loans or any Credit Document or any other liability or obligation of the Borrowers, or any of their
respective Subsidiaries related to or arising from the transactions contemplated by any of the Credit Documents, including, without limitation, immunity from service of process, immunity from jurisdiction or judgment of any court or tribunal,
immunity from execution of a judgment, and immunity of any of its property from attachment prior to any entry of judgment, or from attachment in aid of execution upon a judgment, the Borrowers, for themselves and on behalf of their respective
Subsidiaries, hereby expressly waive, to the fullest extent permissible under applicable law, any such immunity, and agree not to assert any such right or claim in any such proceeding, whether in the United States or elsewhere. Without limiting the
generality of the foregoing, the Company further agrees that the waivers set forth in this Section 13.19 shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and other applicable
law and are intended to be irrevocable for purposes of such Act and such other applicable law. 
 13.20. Canadian Anti-Money Laundering
Legislation. If the Administrative Agent has ascertained the identity of any Canadian Credit Party or any authorized signatories of any Canadian Credit Party for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing
Act (Canada) and other applicable Anti-Terrorism Laws and “know your client” policies, regulations, laws or rules (the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and such other Anti-Terrorism Laws
applicable in Canada, as well as all applicable “know your client” policies, regulations, laws or rules, collectively, including any guidelines or orders thereunder, “AML Legislation”), then the Administrative Agent: 

(a) shall be deemed to have done so as an agent for each Lender and this Agreement shall constitute a “written
agreement” in such regard between each Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and 

(b) shall provide to the Lenders, copies of all information obtained in such regard without any representation or warranty as
to its accuracy or completeness. 
 Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each Lender
agrees that the Administrative Agent has no obligation to ascertain the identity of the Canadian Credit Parties or any authorized signatories of the Canadian Credit Parties on behalf of any Lender, or to confirm the completeness or accuracy of any
information it obtains from any Canadian Credit Party or any such authorized signatory in doing so. 
 13.21. Entire Agreement. This
Agreement and the other Credit Documents represent the final agreement among the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements among the
parties. 

  
 -186- 













 13.22. Absence of Fiduciary Relationship. Notwithstanding any other provision of this
Agreement or any provision of any other Credit Document, (i) none of the Joint Lead Arrangers, the Co-Documentation Agents, Co-Syndication Agents or any Lender shall, solely by reason of this Agreement or any other Credit Document, have any
fiduciary, advisory or agency relationship or duty in respect of any Lender or any other Person and (ii) the Borrowers hereby waive, to the fullest extent permitted by law, any claims they may have against any Joint Lead Arranger, any
Co-Documentation Agent, any Co-Syndication Agent or any Lender for breach of fiduciary duty or alleged breach of fiduciary duty. Each Agent, Lender and their Affiliates may have economic interests that conflict with those of the Credit Parties,
their stockholders and/or their Affiliates. 
 13.23. Electronic Signatures. The words “execution,” “signed,”
“signature,” and words of like import in any Credit Document 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 record keeping 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. 
 13.24.
Judgment Currency. If, for purposes of obtaining judgment in any court, it is necessary to convert a sum from the currency provided under a Credit Document (“Agreement Currency”) into another currency, the rate of exchange
used shall be the Spot Rate for conversion into Dollars or, for conversion into another currency, the Spot Rate for the purchase of the Agreement Currency with such other currency through the Administrative Agent’s principal foreign exchange
trading office for the other currency during such office’s preceding Business Day. Notwithstanding any judgment in a currency (“Judgment Currency”) other than the Agreement Currency, a Credit Party shall discharge its
obligation in respect of any sum due under a Credit Document only if, on the Business Day following receipt by the Administrative Agent of payment in the Judgment Currency, the Administrative Agent can use the amount paid to purchase the sum
originally due in the Agreement Currency. If the purchased amount is less than the sum originally due, such Credit Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent and Lenders
against such loss. If the purchased amount is greater than the sum originally due, the Administrative Agent shall return the excess amount to such Credit Party (or to the Person legally entitled thereto). 

13.25. Acknowledgement Regarding Any Supported QFCs. To the extent that the Credit Documents provide support, through a guarantee or
otherwise, for any Hedging Agreement or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with
respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder,
the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Credit Documents and any Supported QFC may in fact be stated to be
governed by the laws of the State of New York and/or of the United States or any other state of the United States): 
 (a) In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit
Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as
the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, 

  
 -187- 













 
obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes
subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Credit Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be
exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Credit Documents were governed by the laws of the United States or a state of the United States. Without
limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

 (b) As used in this Section 13.25 the following terms have the following meanings: 

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted
in accordance with, 12 U.S.C. 1841(k)) of such party. 
 “Covered Entity” means any of the following:
(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). 

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12
C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. 
 “QFC” has the meaning assigned to the
term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). 
 Section 14
Credit Party Guaranty. 
 14.01. The Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the
Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Secured Bank Product Obligations in recognition of the direct benefits to be received by each Credit Party from the
proceeds of the Revolving Loans and the entering into of such Secured Bank Product Obligations, each Credit Party hereby agrees with the Guaranteed Creditors as follows: each Credit Party hereby unconditionally and irrevocably guarantees as primary
obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed
Obligations of any Credit Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Party, unconditionally and irrevocably, promises to pay such obligations to the Administrative Agent and/or the other Guaranteed Creditors, or
order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations. This Credit Party Guaranty is a guaranty of payment
and not of collection. This Credit Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any
Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any
judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any
Relevant Guaranteed Party), then and in such event the respective Credit Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Party, notwithstanding any revocation of this Credit Party
Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount
had never originally been received by any such payee. 

  
 -188- 













 14.02. Bankruptcy. Additionally, each Credit Party unconditionally and irrevocably
guarantees the payment of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors whether or not due or payable by any Relevant Guaranteed Party upon the occurrence of any of the events specified in Section 11.05,
and irrevocably and unconditionally promises to pay such obligations to the Guaranteed Creditors, or order, on demand, in the currency in which the obligation was originally denominated. 

14.03. Nature of Liability. The liability of each Credit Party hereunder is primary, absolute and unconditional, exclusive and
independent of any security for or other guaranty of the Relevant Guaranteed Obligations, whether executed by any other guarantor or by any other party, and each Credit Party understands and agrees, to the fullest extent permitted under law, that
the liability of such Credit Party hereunder shall not be affected or impaired by (a) any direction as to application of payment by any Relevant Guaranteed Party or by any other party, or (b) any other continuing or other guaranty,
undertaking or maximum liability of a guarantor or of any other party as to the Relevant Guaranteed Obligations, or (c) any payment on or in reduction of any such other guaranty or undertaking (other than payment in full in cash of the Relevant
Guaranteed Obligations), or (d) any dissolution, termination or increase, decrease or change in personnel by any Relevant Guaranteed Party, or (e) any payment made to any Guaranteed Creditor on the Relevant Guaranteed Obligations which any
such Guaranteed Creditor repays to any Relevant Guaranteed Party pursuant to court order in any proceeding under Debtor Relief Laws, and each Credit Party waives any right to the deferral or modification of its obligations hereunder by reason of any
such proceeding, or (f) any action or inaction by the Guaranteed Creditors as contemplated in Section 14.05, or (g) any invalidity, irregularity or enforceability of all or any part of the Relevant Guaranteed Obligations or of
any security therefor, or (h) any change in the corporate existence, structure or ownership of any Credit Party or any other Person liable for any of the Relevant Guaranteed Obligations, or (i) any proceeding under Debtor Relief Laws
affecting any Credit Party, or their assets or any resulting release or discharge of any obligation of any Credit Party, or (j) the existence of any claim, setoff or other rights which any Credit Party may have at any time against any other
Credit Party, a Guaranteed Creditor, or any other Person, whether in connection herewith or in any unrelated transactions, or (k) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Credit Party
in respect of the Relevant Guaranteed Obligations or a Credit Party in respect of this Credit Party Guaranty or the Relevant Guaranteed Obligations. 

14.04. Independent Obligation. The obligations of each Credit Party hereunder are independent of the obligations of any other guarantor,
any other party or any Relevant Guaranteed Party, and a separate action or actions may be brought and prosecuted against any Credit Party whether or not action is brought against any other guarantor, any other party or any Relevant Guaranteed Party
and whether or not any other guarantor, any other party or any Relevant Guaranteed Party be joined in any such action or actions. Each Credit Party waives, in its capacity as a Guarantor, to the fullest extent permitted by law, the benefit of any
statute of limitations affecting its liability hereunder or the enforcement thereof. Any payment by any Relevant Guaranteed Party or other circumstance which operates to toll any statute of limitations as to such Relevant Guaranteed Party shall
operate to toll the statute of limitations as to the relevant Credit Party. 

  
 -189- 













 14.05. Authorization. To the fullest extent permitted under law, each Credit Party
authorizes the Guaranteed Creditors without notice or demand, and without affecting or impairing its liability hereunder, from time to time to: 

(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew, increase,
accelerate or alter, any of the Relevant Guaranteed Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon), any security therefor, or any liability incurred directly or indirectly in
respect thereof, and this Credit Party Guaranty shall apply to the Relevant Guaranteed Obligations as so changed, extended, renewed or altered; 

(b) take and hold security for the payment of the Relevant Guaranteed Obligations and sell, exchange, release, impair,
surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Relevant Guaranteed Obligations or any liabilities (including any of
those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against; 
 (c)
exercise or refrain from exercising any rights against any Relevant Guaranteed Party, any other Credit Party or others or otherwise act or refrain from acting; 

(d) release or substitute any one or more endorsers, guarantors, any Relevant Guaranteed Party, other Credit Parties or other
obligors; 
 (e) settle or compromise any of the Relevant Guaranteed Obligations, any security therefor or any liability
(including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Relevant Guaranteed Party to its
creditors other than the Guaranteed Creditors; 
 (f) apply any sums by whomsoever paid or howsoever realized to any
liability or liabilities of any Relevant Guaranteed Party to the Guaranteed Creditors regardless of what liability or liabilities of such Relevant Guaranteed Party remain unpaid; 

(g) consent to or waive any breach of, or any act, omission or default under, this Agreement, any other Credit Document, any
Secured Bank Product Obligation or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify or supplement this Agreement, any other Credit Document, any Secured Bank Product Obligation or any of such other
instruments or agreements; and/or 
 (h) take any other action which would, under otherwise applicable principles of common
law, give rise to a legal or equitable discharge of such Credit Party from its liabilities under this Credit Party Guaranty. 
 14.06.
Reliance. It is not necessary for any Guaranteed Creditor to inquire into the capacity or powers of any Relevant Guaranteed Party or the officers, directors, partners or agents acting or purporting to act on its behalf, and any Relevant
Guaranteed Obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder. 
 14.07.
Subordination. Any indebtedness of any Relevant Guaranteed Party now or hereafter owing to any Credit Party is hereby subordinated to the Relevant Guaranteed Obligations of such Relevant Guaranteed Party owing to the Guaranteed Creditors; and
if the Administrative Agent so requests at a time when an Event of Default exists, all such indebtedness of such Relevant Guaranteed Party to such Credit Party shall be collected, enforced and received by such Credit Party for the benefit of the
Guaranteed Creditors and be paid over to the Administrative Agent on behalf of the Guaranteed 

  
 -190- 













 
Creditors on account of the Relevant Guaranteed Obligations of such Relevant Guaranteed Party to the Guaranteed Creditors, but without affecting or impairing in any manner the liability of any
Credit Party under the other provisions of this Credit Party Guaranty. Without limiting the generality of the foregoing, each Credit Party hereby agrees with the Guaranteed Creditors that it will not exercise any right of subrogation which it may at
any time otherwise have as a result of this Credit Party Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Relevant Guaranteed Obligations have been irrevocably paid in full in cash. 

14.08. Waiver. 
 (a) Each
Credit Party waives any right (except as shall be required by applicable law and cannot be waived) to require any Guaranteed Creditor to (i) proceed against any Relevant Guaranteed Party, any other guarantor or any other party,
(ii) proceed against or exhaust any security held from any Relevant Guaranteed Party, any other guarantor or any other party or (iii) pursue any other remedy in any Guaranteed Creditor’s power whatsoever. For purposes of the law of
the province of Quebec, if applicable, each Credit Party waives, in its capacity as a Guarantor, the benefits of division and discussion. Each Credit Party waives any defense (except as shall be required by applicable statute and cannot be waived)
based on or arising out of any defense of any Relevant Guaranteed Party, any other guarantor or any other party, other than payment of the Relevant Guaranteed Obligations to the extent of such payment, based on or arising out of the disability of
any Relevant Guaranteed Party, any other guarantor or any other party, or the validity, legality or unenforceability of the Relevant Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any
Relevant Guaranteed Party other than payment of the Relevant Guaranteed Obligations to the extent of such payment. The Guaranteed Creditors may, at their election, foreclose on any security held by the Administrative Agent, the Collateral Agent or
any other Guaranteed Creditor by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the
Guaranteed Creditors may have against any Relevant Guaranteed Party or any other party, or any security, without affecting or impairing in any way the liability of any Credit Party hereunder except to the extent the Relevant Guaranteed Obligations
have been paid. Each Credit Party waives, to the fullest extent permitted under law, any defense arising out of any such election by the Guaranteed Creditors, even though such election operates to impair or extinguish any right of reimbursement or
subrogation or other right or remedy of such Credit Party against any Relevant Guaranteed Party or any other party or any security. 
 (b)
Each Credit Party waives, to the fullest extent permitted under law, all presentments, demands for performance, protests and notices, including, without limitation, notices of nonperformance, notices of protest, notices of dishonor, notices of
acceptance of this Credit Party Guaranty, and notices of the existence, creation or incurring of new or additional Relevant Guaranteed Obligations. Each Credit Party assumes all responsibility for being and keeping itself informed of each Relevant
Guaranteed Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Relevant Guaranteed Obligations and the nature, scope and extent of the risks which such Credit Party assumes and
incurs hereunder, and agrees that neither the Administrative Agent nor any of the other Guaranteed Creditors shall have any duty to advise any Credit Party of information known to them regarding such circumstances or risks. 

14.09. Maximum Liability. It is the desire and intent of each Credit Party and the Guaranteed Creditors that this Credit Party Guaranty
shall be enforced against such Credit Party to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If, however, and to the extent that, the obligations of any Credit Party
under this Credit Party Guaranty shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable federal, state, provincial or foreign law relating to fraudulent conveyances or transfers),
then the amount of such Credit Party’s obligations under this Credit Party Guaranty shall be deemed to be reduced and such Credit Party shall pay the maximum amount of the Relevant Guaranteed Obligations which would be permissible under
applicable law. 

  
 -191- 













 14.10. Payments. All payments made by a Credit Party pursuant to this
Section 14 will be made without setoff, counterclaim or other defense, and shall be subject to the provisions of Section 2.06. 

14.11. Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security
interest under the Credit Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or
other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit Documents in
respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 14
voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided that, notwithstanding the foregoing, no Canadian Credit Party shall undertake to provide such funds or other
support to, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until the Obligations have been
indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell,
support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act. 
 14.12.
Information. Each Credit Party assumes all responsibility for being and keeping itself informed of each applicable Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of non-payment of the
Relevant Guaranteed Obligations and the nature, scope and extent of the risks that each Credit Party assumes and incurs under this guarantee, and agrees that no Guaranteed Creditor shall have any duty to advise any Credit Party of information known
to it regarding those circumstances or risks. 

*        *        * 

  
 -192- 













 IN WITNESS
WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first above written. 

 

			
	RESOLUTE FOREST PRODUCTS INC.
	By: 	 	          

	Name: 

	Title: 
	RESOLUTE FP US INC. 
	FIBREK RECYCLING U.S. INC.
	By: 	 	  

	Name: 
	Title: 

	RESOLUTE FP AUGUSTA LLC
	By: Abitibi Consolidated Sales LLC, its Manager
	By: Resolute Forest Products Inc., its Sole Member
	By: 	 	  

	Name:
	Title: 
	RESOLUTE FP CANADA INC.
	RESOLUTE GROWTH CANADA INC.
		
	By: 	 	  

		 	Name:
		 	Title: 
	
	BOWATER NUWAY MID-STATES INC.
	DONOHUE CORP.
	FIBREK U.S. INC.
	CALHOUN NEWSPRINT COMPANY
	By: 	 	  

	Name:	 	
	Title: 	 	
	ABIBOW RECYCLING LLC 
	ABITIBI CONSOLIDATED SALES LLC
	
	By: Resolute Forest Products Inc., its Sole Member
	By: 	 	  

	Name:	 	
	Title: 
	AUGUSTA NEWSPRINT HOLDING LLC
	By: Abitibi Consolidated Sales LLC, its Member
	By: Resolute Forest Products Inc., its Sole Member
	By: 	 	  

	Name: 
	Title: 
	BOWATER NEWSPRINT SOUTH LLC
	FD POWERCO LLC


 Signature
Page—1 












 
			
	By:	 	  

	Name: 
	Title: 
	
	GLPC RESIDUAL MANAGEMENT, LLC
	By: Fibrek Recycling U.S. Inc., its Sole Member
	By:	 	  

	Name: 
	Title: 
	ABITIBIBOWATER CANADA INC.
	BOWATER CANADIAN LIMITED
	BOWATER LAHAVE CORPORATION
	FIBREK HOLDING INC.
	FIBREK INTERNATIONAL INC.
	3284649 NOVA SCOTIA COMPANY
		
	By:	 	  

		 	Name:
		 	Title:
	
	 FIBREK GENERAL PARTNERSHIP by its managing partner
FIBREK HOLDING INC.

		
	By:	 	  

		 	Name:
		 	Title: 


 Signature
Page—2 












 
			
	BANK OF AMERICA, N.A.,
	as U.S. Administrative Agent, Collateral Agent, Swingline Lender, Issuing Bank and a Lender
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:


 Signature
Page—3 












 
			
	BANK OF AMERICA, N.A.
	(acting through its Canada branch), as Canadian Administrative Agent, Canadian Swingline Lender, Canadian Issuing Bank and a Canadian Revolving Lender
		
	By:	 	  

		 	Name:
		 	Title:


 Signature
Page—4 












 
			
	[ ],	 	
	as a Lender
		
	By:	 	  

		 	Name:
		 	Title:


 Signature
Page—5 












 Exhibit B 

Schedule 2.01 
 Commitments

  

									
	 Lender
	  	U.S. Revolving
Commitment	 	  	Canadian Revolving
Commitment	 
	 Bank of America, N.A.
	  	$	44,000,000.00	 	  	$	0.00	 
	 Bank of America, N.A. (acting through its Canada branch)
	  	$	0.00	 	  	$	55,000,000.00	 
	 Bank of Montreal
	  	$	38,000,000.00	 	  	$	47,500,000.00	 
	 Wells Fargo Bank, N.A.
	  	$	38,000.000.00	 	  	$	0.00	 
	 Wells Fargo Capital Finance Corporation Canada
	  	$	0.00	 	  	$	47,500,000.00	 
	 Canadian Imperial Bank of Commerce
	  	$	30,000,000.00	 	  	$	37,500,000.00	 
	 TD Bank, N.A.
	  	$	30,000,000.00	 	  	$	0.00	 
	 The Toronto-Dominion Bank
	  	$	0.00	 	  	$	37,500,000.00	 
	 Royal Bank of Canada
	  	$	20,000,000.00	 	  	$	25,000,000.00	 
	 Total
	  	$	200,000,000.00	 	  	$	250,000,000.00	 













 Exhibit C 

Updates to U.S. Perfection Certificate Schedules 

Schedule 2(a) 
 Schedule 2(a) is
updated in its entirety to read as follows: 
 Chief Executive Offices 

 

											
	 Grantor
	  	 Address
	  	 City
	  	 State or
Province
	  	 Zip
Code (or
Equiv.)
	  	 Country

	Resolute Forest Products Inc.	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Resolute FP US Inc.	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Bowater Newsprint South LLC	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Bowater Nuway Mid-States Inc.	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Abitibi Consolidated Sales LLC	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Donohue Corp.	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Resolute FP Augusta LLC	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Augusta Newsprint Holding LLC	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Fibrek U.S. Inc.	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Fibrek Recycling U.S. Inc.	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	GLPC Residual Management, LLC	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	FD Powerco LLC	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Calhoun Newsprint Company	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Resolute Growth US LLC	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada














											
	 Grantor
	  	 Address
	  	 City
	  	 State or
Province
	  	 Zip
Code (or
Equiv.)
	  	 Country

	Resolute FP Florida Inc.	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Atlas Tissue Holdings, Inc.	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Atlas Southeast Papers, INC.	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Accurate Paper Holdings, LLC	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Atlas Paper Mills, LLC	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Accurate Paper Fleet, LLC	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Atlas Paper Management, LLC	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Resolute Tissue LLC	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Resolute Navcor LLC	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Resolute Cross City Timber Management LLC	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Resolute Caddo River LLC	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Resolute Cross City LLC	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Resolute Cross City Real Estate Holdings LLC	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Resolute Glenwood LLC	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Resolute El Dorado Inc.	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada














											
	 Grantor
	  	 Address
	  	 City
	  	 State or
Province
	  	 Zip
Code (or
Equiv.)
	  	 Country

	Resolute US Lumber Inc.	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada
						
	Resolute Hagerstown LLC	  	1010 De La Gauchetière Street West, Suite 400	  	Montréal	  	Québec	  	H3B 2N2	  	Canada













 Exhibit D 

Updates to Canadian Perfection Certificate Schedules 

Schedule 2(a) 
 Schedule 2(a) is
updated in its entirety to read as follows: 
 Chief Executive Office 

 

							
	 Grantor
	  	 Address
	  	 Province
	  	 Country

	Resolute FP Canada Canada Inc. / PF Résolu Canada Inc.	  	 1010 De La Gauchetière Street West, Suite 400

Montreal, Quebec, H3B 2N2
	  	Québec	  	Canada
				
	AbitibiBowater Canada Inc.	  	 1010 De La Gauchetière Street West, Suite 400

Montreal, Quebec, H3B 2N2
	  	Québec	  	Canada
				
	Bowater Canadian Limited / Bowater Canadienne Limitée	  	 1010 De La Gauchetière Street West, Suite 400

Montreal, Quebec, H3B 2N2
	  	Québec	  	Canada
				
	Bowater LaHave Corporation	  	 1010 De La Gauchetière Street West, Suite 400

Montreal, Quebec, H3B 2N2
	  	Québec	  	Canada
				
	Fibrek General Partnership / Fibrek s.e.n.c.	  	 1010 De La Gauchetière Street West, Suite 400

Montreal, Quebec, H3B 2N2
	  	Québec	  	Canada
				
	Fibrek International Inc.	  	 1010 De La Gauchetière Street West, Suite 400

Montreal, Quebec, H3B 2N2
	  	Québec	  	Canada
				
	SFK Pulp Finco Inc.	  	 1010 De La Gauchetière Street West, Suite 400

Montreal, Quebec, H3B 2N2
	  	Québec	  	Canada

 Head Office 
  

							
	 Grantor
	  	 Address
	  	 Province
	  	 Country

	Resolute FP Canada Inc. / PF Résolu Canada Inc.	  	 1010 De La Gauchetière Street West, Suite 400

Montreal, Quebec, H3B 2N2
	  	Québec	  	Canada
				
	AbitibiBowater Canada Inc.	  	 1010 De La Gauchetière Street West, Suite 400

Montreal, Quebec, H3B 2N2
	  	Québec	  	Canada
				
	Bowater Canadian Limited / Bowater Canadienne Limitée	  	 1010 De La Gauchetière Street West, Suite 400

Montreal, Quebec, H3B 2N2
	  	Québec	  	Canada
				
	Bowater LaHave Corporation	  	 1010 De La Gauchetière Street West, Suite 400

Montreal, Quebec, H3B 2N2
	  	Québec	  	Canada














							
	 Grantor
	  	 Address
	  	 Province
	  	 Country

	Fibrek General Partnership / Fibrek s.e.n.c.	  	 1010 De La Gauchetière Street West, Suite 400

Montreal, Quebec, H3B 2N2
	  	Québec	  	Canada
				
	Fibrek International Inc.	  	 1010 De La Gauchetière Street West, Suite 400

Montreal, Quebec, H3B 2N2
	  	Québec	  	Canada
				
	SFK Pulp Finco Inc.	  	 1010 De La Gauchetière Street West, Suite 400

Montreal, Quebec, H3B 2N2
	  	Québec	  	Canada

 Domicile/Registered Office 

 

							
	 Grantor
	  	 Address
	  	 Province
	  	 Country

	Resolute FP Canada Inc. / PF Résolu Canada Inc.	  	 1010 De La Gauchetière Street West, Suite 400

Montreal, Quebec, H3B 2N2
	  	Québec	  	Canada
				
	AbitibiBowater Canada Inc.	  	 1010 De La Gauchetière Street West, Suite 400

Montreal, Quebec, H3B 2N2
	  	Québec	  	Canada
				
	Bowater Canadian Limited / Bowater Canadienne Limitée	  	 1959 Upper Water Street, Suite 1600
 Halifax,
Nova Scotia, B3J 3N2
	  	Nova Scotia	  	Canada
				
	Bowater LaHave Corporation	  	 1959 Upper Water Street, Suite 900
 Halifax,
Nova Scotia, B3J 3N2
	  	Nova Scotia	  	Canada
				
	Fibrek General Partnership / Fibrek s.e.n.c.	  	 1010 De La Gauchetière Street West, Suite 400

Montreal, Quebec, H3B 2N2
	  	Québec	  	Canada
				
	Fibrek International Inc.	  	 1010 De La Gauchetière Street West, Suite 400

Montreal, Quebec, H3B 2N2
	  	Québec	  	Canada
				
	SFK Pulp Finco Inc.	  	 1010 De La Gauchetière Street West, Suite 400

Montreal, Quebec, H3B 2N2
	  	Québec	  	Canada