FIRST AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of October 26, 2021, by and among the Lenders identified on the signature pages hereto, Wells Fargo Capital Finance, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), Avient Corporation, formerly known as PolyOne Corporation, an Ohio corporation (“Parent”), NEU Specialty Engineered Materials, LLC, an Ohio limited liability company (“NEU”), Avient Canada ULC, formerly known as PolyOne Canada ULC, a British Columbia unlimited liability company (“Avient Canada”), and PolyOne S.à r.l., a private limited liability company (société à responsabilité limitée) existing and organized under the laws of Luxembourg, having its registered office at 19, route de Bastogne, L-9638 Pommerloch, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B226205 (“Luxembourg Borrower”; and together with Parent, NEU and Avient Canada, the “Borrowers” and each, a “Borrower”).

WHEREAS, Borrowers, Agent and Lenders are parties to that certain Third Amended and Restated Credit Agreement dated as of June 28, 2019 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”);

WHEREAS, Borrowers have requested that Agent and Lenders agree to amend the Credit Agreement in the manner specified in this Amendment;

WHEREAS, each New Lender (as defined below) has agreed to join the Credit Agreement as a Lender; and

WHEREAS, Agent and Lenders have agreed to Borrowers’ requests, on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, for and in consideration of the foregoing and the mutual agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Defined Terms. For purposes of this Amendment, all terms used herein and not otherwise defined herein, including but not limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Credit Agreement.

2.Amendments. In reliance upon the representations and warranties of Borrowers set forth in Section 6 hereof and subject to the satisfaction of the conditions to effectiveness set forth in Section 7 hereof, the Credit Agreement is hereby amended as follows:

(a)the Credit Agreement, Schedule 1.1, Schedule 5.1 and Schedule 5.2 to the Credit Agreement are hereby amended 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 reflected in the modifications set forth in the document attached hereto as Exhibit A-1.

12825230v5 10/25/2021 1:58 PM    1989.334

(b)Schedule C-1 to the Credit Agreement is hereby amended and restated in its entirety as set forth on Exhibit A-2 attached hereto.

(c)Schedules A-3, C-2, I-1, P-2, P-3, P-4, 4.1, 4.5(c), 4.5(d), 4.6(a), 4.6(b), 4.6(c), 4.28(a), 4.28(b) and 6.7 to the Credit Agreement are hereby amended and restated in their entirety as set forth on Exhibit A-3 attached hereto.

3.Joinder of New Lenders; Reallocation.

(a)Each Lender identified as a “New Lender” on the signature pages hereto (each, a “New Lender”) (i) hereby joins the Credit Agreement as a Lender and shall have the rights and obligations of a Lender under the Loan Documents; (ii) represents and warrants that it is legally authorized to enter into this Amendment and the Credit Agreement; (iii) confirms that it has received copies of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iv) agrees that it will, independently and without reliance upon Agent or any other Lender, based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Loan Documents; (v) confirms that is an Eligible Transferee; (vi) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (vii) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; (viii) is a Non-Defaulting Lender; and (ix) confirms that prior to the date hereof, it has delivered to the Agent and the Administrative Borrower the forms prescribed by the Internal Revenue Service of the United States certifying New Lender’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to New Lender under the Credit Agreement.

(b)In connection herewith, the US Commitments, the Canadian Commitments and the Luxembourg Commitments will be allocated to the Lenders (including the New Lenders) in the amounts set forth on Exhibit A-2 attached hereto. Each Lender agrees to make settlement payments to Agent, as applicable, as provided in the Credit Agreement, such that after giving effect to the making of such settlement payments, each Lender’s share of the outstanding US Revolver Usage, Canadian Revolver Usage and Luxembourg Revolver Usage shall equal such Lender’s Pro Rata Share thereof in accordance with Exhibit A-2. Nothing contained herein shall constitute a novation of any Obligation.

(c)Citibank, N.A. is hereby appointed as an additional Syndication Agent such that, from and after the First Amendment Closing Date, Bank of America, N.A., Citibank, N.A. and U.S. Bank National Association are the Syndication Agents.

(d)JPMorgan Chase Bank, N.A. is hereby appointed as an additional Documentation Agent such that, from and after the First Amendment Closing Date, PNC Bank, National Association and JPMorgan Chase Bank, N.A. are the Documentation Agents.

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(e)The Credit Agreement is hereby amended such that KeyBank National Association is no longer a Documentation Agent from and after the First Amendment Closing Date.

4.Continuing Effect. Except as expressly set forth in Sections 2 and 3 of this Amendment, nothing in this Amendment shall constitute a modification or alteration of the terms, conditions or covenants of the Credit Agreement or any other Loan Document, or a waiver of any other terms or provisions thereof, and the Credit Agreement and the other Loan Documents shall remain unchanged and shall continue in full force and effect, in each case as modified hereby.

5.Reaffirmation and Confirmation. Each Loan Party party hereto hereby (i) ratifies, affirms, acknowledges and agrees that the Credit Agreement and the other Loan Documents represent the valid, enforceable (except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally) and collectible obligations of such Loan Party, (ii) reaffirms its obligations under each Loan Document to which it is a party, including, without limitation, (x) any guaranty of any of the Obligations, including any joint and several liability with respect thereto, and (y) any grant of security interest contained therein, in each case as amended, supplemented or modified prior to or as of the date hereof, and such security interests shall, for the avoidance of doubt, continue to secure the Obligations (including any obligations arising as a result of this Amendment), and (iii) acknowledges and agrees that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Credit Agreement or any other Loan Document. Each Loan Party hereby agrees that this Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. After giving effect to this Amendment, the Liens and rights securing payment of the Obligations are hereby ratified and confirmed by each Loan Party in all respects.

6.Representations and Warranties. In order to induce Agent and Lenders to enter into this Amendment, each Loan Party represents and warrants with and to Agent and Lenders as follows, which representations and warranties shall survive the execution and delivery hereof, immediately after giving effect to this Amendment:

(a)all representations and warranties contained in the Loan Documents to which such Loan Party is a party are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or dollar thresholds in the text thereof) on and as of the date of this Amendment (except to the extent any representation or warranty expressly related to an earlier date in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or dollar thresholds in the text thereof) on and as of such earlier date);

(b)no Default or Event of Default has occurred and is continuing; and

(c)this Amendment and the Loan Documents constitute legal, valid and binding obligations of such Loan Party and are enforceable against such Loan Party in accordance with their respective terms, except as enforcement may be limited by equitable

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principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally.

7.Conditions to Effectiveness. This Amendment shall become effective upon the satisfaction of the following conditions precedent:

(a)Agent shall have received a copy of this Amendment executed by Agent, Lenders and Borrowers, and a copy of the attached Consent and Reaffirmation executed and by each of the Guarantors, together with executed (where relevant) copies of each of the additional agreements, documents, and instruments listed on the Closing Checklist attached hereto as Exhibit B, in each case in form and substance reasonably satisfactory to Agent;

(b)Excess Availability, after giving effect to this Amendment and the application of proceeds of any fundings of Revolving Loans and/or issuance of any Letters of Credit on the First Amendment Closing Date and after provision for payment of all fees and expenses related to this Amendment, shall be not less than twenty-five percent (25%) of the Line Cap;

(c)Borrowers shall have paid (or concurrently with the effectiveness of this Amendment shall pay) all Lender Group Expenses incurred in connection with the transactions evidenced by this Amendment for which Borrowers have received an invoice prior to the date hereof;

(d)Agent and Lenders shall have received the payment of all fees required to be paid under the terms of the Fee Letter; and

(e)no Default or Event of Default shall have occurred and be continuing.

8.Miscellaneous.

(a)Expenses. Borrowers agree to pay on demand all reasonable costs and expenses of Agent and the Lenders (including reasonable attorneys’ fees) incurred in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided herein shall survive any termination of this Amendment and the Credit Agreement.

(b)Choice of Law and Venue; Jury Trial Waiver. Without limiting the applicability of any other provision of the Credit Agreement or any other Loan Document, the terms and provisions set forth in Section 12 of the Credit Agreement are expressly incorporated herein by reference.

(c)Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Amendment.  Execution of any such counterpart may be by means of  (a) an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, or any other relevant and applicable electronic signatures law; (b) an original manual

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signature; or (c) a faxed, scanned, or photocopied manual signature.  Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature.  Agent reserves the right, in its Permitted Discretion, to accept, deny, or condition acceptance of any electronic signature on this Amendment. Any party delivering an executed counterpart of this Amendment by faxed, scanned or photocopied manual signature shall, if reasonably requested or required by Agent in its Permitted Discretion, also deliver an original manually executed counterpart, but the failure to deliver an original manually executed counterpart shall not affect the validity, enforceability and binding effect of this Amendment.

[Signature Pages Follow]

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

U.S. BORROWERS:

AVIENT CORPORATION


By: /s/ Giuseppe Di Salvo                                          
Name: Giuseppe Di Salvo
Title: Treasurer and Vice President, Investor

             Relations

NEU SPECIALTY ENGINEERED MATERIALS, LLC


By: /s/ Giuseppe Di Salvo                                          
Name: Giuseppe Di Salvo
Title: Treasurer

CANADIAN BORROWER:

AVIENT CANADA ULC


By: /s/ Warren Schroeder                                          
Name: Warren Schroeder
Title: Treasurer and Controller

LUXEMBOURG BORROWER:POLYONE S.À R.L.



By: /s/ Zaneta Potoczny                                          
Name: Zaneta Potoczny
Title: Manager

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

WELLS FARGO CAPITAL FINANCE, LLC, as Agent, Swing Line Lender and a Lender


By: /s/ Marc Breier                                                   
Name: Marc J. Breier
Title: Authorized Signatory

WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as a Lender

By: /s/ David G. Phillips                                          
Name: David G. Phillips
Title: Senior Vice President

             Credit Officer, Canada

WELLS FARGO BANK N.A., LONDON BRANCH, as a Lender

By: /s/ Alison Powell                                              
Name: Alison Powell
Title: Authorized Signatory

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

BANK OF AMERICA, N.A., as a Lender

By: /s/ Daniel Rubio                                                   
Name: Daniel Rubio
Title: Assistant Vice President

BANK OF AMERICA, N.A., CANADA BRANCH, as a Lender

By: /s/ Sylwia Durkiewicz                                          
Name: Sylwia Durkiewicz
Title: Vice President

BANK OF AMERICA, N.A. (acting through its London branch), as a Lender

By: /s/ Daniel Rubio                                                   
Name: Daniel Rubio
Title: Assistant Vice President

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

U.S. BANK NATIONAL ASSOCIATION, as a Lender

By: /s/ David Lawrence                                            
Name: David Lawrence
Title: Vice President

U.S. BANK NATIONAL ASSOCIATION, Canada Branch, as a Lender

By: /s/ John P. Rehob                                                
Name: John P. Rehob
Title: Vice President & Principal Officer

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

PNC BANK, NATIONAL ASSOCIATION, as a Lender

By: /s/ Robert T. Brown                                            
Name: Robert T. Brown
Title: Vice President

PNC BANK CANADA BRANCH, as a Lender

By: /s/ Wendy Witcher                                             
Name: Wendy Witcher
Title: Senior Vice-President

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

CITIBANK, N.A., as a Lender

By: /s/ Christopher Marino                                           
Name: Christopher Marino
Title: Director and Vice President

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

HSBC BANK USA, N.A., as a Lender

By: /s/ Peggy Yip                                                   
Name: Peggy Yip
Title: Director

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

CITIZENS BANK, N.A., as a Lender

By: /s/ James Horn                                                   
Name: James Horn
Title: Vice President

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

TRUIST BANK, as a Lender

By: /s/ JC Fanning                                                   
Name: JC Fanning
Title: Director

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

BNP PARIBAS, as a New Lender

By: /s/ John McCulloch                                             
Name: John McCulloch
Title: Vice President

By: /s/ Michael Hoffman                                          
Name: Michael Hoffman
Title: Vice President

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

JPMORGAN CHASE BANK, N.A., as a New Lender

By: /s/ Christopher A. Salek                                         
Name: Christopher A. Salek
Title: Executive Director

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

DEUTSCHE BANK AG NEW YORK BRANCH, as a New Lender

By: /s/ Philip Tancorra                                               
Name: Philip Tancorra
Title: Vice President

By: /s/ Suzan Onal                                                      
Name: Suzan Onal
Title: Vice President

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

CONSENT AND REAFFIRMATION

Each Guarantor hereby (i) acknowledges receipt of a copy of the First Amendment to Third Amended and Restated to Credit Agreement (the “Amendment”; capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Amendment), (ii) consents to each Borrower’s execution and delivery of the Amendment; (iii) agrees to be bound by the Amendment; (iv) affirms that nothing contained in the Amendment shall modify in any respect whatsoever any Loan Document to which it is a party except as expressly set forth therein; and (v) ratifies, affirms, acknowledges and agrees that each of the Loan Documents to which such Guarantor is a party represents the valid, enforceable and collectible obligations of such Guarantor (except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally), and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Credit Agreement or any other such Loan Document. Each Guarantor hereby agrees that the Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The Liens and rights securing payment of the Obligations are hereby ratified and confirmed by such Guarantor in all respects. Although each Guarantor has been informed of the matters set forth herein and has acknowledged and agreed to same, each Guarantor understands that neither Agent nor any Lender has any obligation to inform any Guarantor of such matters in the future or to seek any Guarantor’s acknowledgment or agreement to future amendments, waivers or consents, and nothing herein shall create such a duty.

[signature pages follow]

IN WITNESS WHEREOF, the undersigned has executed this Consent and Reaffirmation as of the date of the Amendment.

CONEXUS, LLC

POLYMER DIAGNOSTICS, INC.

COLORMATRIX GROUP, INC.

COLORMATRIX HOLDINGS, INC.

THE COLORMATRIX CORPORATION

CHROMATICS, INC.

GSDI SPECIALTY DISPERSIONS, INC.
SILCOTEC, INC.

By: /s/ Robert K. James_________________

Name: Robert K. James

Title: Secretary

AVIENT LLC

By: /s/ Robert K. James_________________

Name: Robert K. James

Title: Manager

GLASFORMS, INC.

By: /s/ Robert K. James_________________

Name: Robert K. James

Title: Secretary

AVIENT INTERNATIONAL REAL ESTATE CORPORATION

By: /s/ Robert K. James_________________

Name: Robert K. James

Title: Secretary

Signature Page to Consent and Reaffirmation to First Amendment to Third Amended and Restated Credit Agreement

AVIENT COLORANTS CANADA INC.

By: /s/ Robert K. James_________________

Name: Robert K. James

Title: Secretary

RUTLAND HOLDING COMPANY

By: /s/ Robert K. James_________________

Name: Robert K. James

Title: Secretary

RUTLAND INTERMEDIATE HOLDING COMPANY

By: /s/ Robert K. James_________________

Name: Robert K. James

Title: Secretary

RUTLAND PLASTICS, INC.

By: /s/ Robert K. James_________________

Name: Robert K. James

Title: Secretary

RUTLAND GROUP, INC.

By: /s/ Robert K. James_________________

Name: Robert K. James

Title: Secretary

PLASTICOMP, INC.

By: /s/ Robert K. James_________________

Name: Robert K. James

Title: Secretary

Signature Page to Consent and Reaffirmation to First Amendment to Third Amended and Restated Credit Agreement

FIBER-LINE, LLC

By: /s/ Robert K. James_________________

Name: Robert K. James

Title: Secretary

FIBER-LINE MANAGEMENT INC.

By: /s/ Robert K. James_________________

Name: Robert K. James

Title: Secretary

AVIENT COLORANTS USA LLC

By: /s/ Robert K. James_________________

Name: Robert K. James

Title: Secretary

Signature Page to Consent and Reaffirmation to First Amendment to Third Amended and Restated Credit Agreement

Exhibit A-1

Amended Credit Agreement

[attach]

Exhibit A-2

Amended and Restated Schedule C-1 to Credit Agreement

[attach]

Exhibit A-3

Amended and Restated Disclosure Schedules to Credit Agreement

[attach]

Exhibit B

Closing Checklist

[attach]

Exhibit A to
First Amendment to Third Amended and Restated Credit Agreement

THIRD AMENDED AND RESTATED
CREDIT AGREEMENT

by and among

AVIENT CORPORATION, f/k/a POLYONE CORPORATION,
as a US Borrower

AVIENT CANADA ULC, f/k/a POLYONE CANADA INC.ULC,

as a Canadian Borrower

POLYONE S.À R.L.,

as Luxembourg Borrower

THE OTHER BORROWERS PARTY HERETO

THE LENDERS THAT ARE SIGNATORIES HERETO,

as Lenders

WELLS FARGO CAPITAL FINANCE, LLC,

as Agent

BANK OF AMERICA, N.A. and,CITIBANK, N.A. and,
U.S. BANK NATIONAL ASSOCIATION,

as Syndication Agents

PNC BANK, NATIONAL ASSOCIATION and

KEYBANK NATIONAL ASSOCIATION

JPMORGAN CHASE BANK, N.A.,

as Documentation Agents

and

WELLS FARGO CAPITAL FINANCE, LLC and

BANK OF AMERICA, N.A.,

as Joint Lead Arrangers and Bookrunners

Dated as of June 28, 2019

12891078v3 10/12/2021 8:46 PM    1989.334

TABLE OF CONTENTS

1.DEFINITIONS AND CONSTRUCTION.    1

1.1.Definitions    1

1.2.Accounting Terms    1

1.3.Code    2

1.4.Construction    2

1.5.Luxembourg Matters    3

1.6.Time References43

1.7.Currency Matters43

1.8.Schedules and Exhibits    4

1.9.Effect of Amendment and Restatement; No Novation    4

1.10.Divisions54

1.11.Limited Condition Transaction4

1.12.Rates5

2.LOANS AND TERMS OF PAYMENT.    56

2.1.Revolving Loans.    56

2.2.Borrowing Procedures and Settlements    9

2.3.Payments; Reductions of Commitments; Prepayments.    1916

2.4.Interest Rates: Rates, Payments, and Calculations.    2924

2.5.Crediting Payments3126

2.6.Designated Account3126

2.7.Maintenance of Loan Account; Statements of Obligations3126

2.8.Fees.    3227

2.9.Letters of Credit3227

2.10.LIBOR Option; EURIBOR Rate Loans4235

2.11.Capital Requirements.    4639

2.12.Increase in US Maximum Credit or, Canadian Maximum Credit or Luxembourg Maximum Credit.    4841

2.13.Defaulting Lenders.    5144

2.14.Joint and Several Liability of US Borrowers.    5547

2.15.BA Rate Option.    5850

2.16.Circumstances Affecting Euro6053

2.17.Designated Canadian Borrowers6154

3.CONDITIONS; TERM OF AGREEMENT.    6155

3.1.Conditions Precedent to the Initial Extension of Credit6155

3.2.Conditions Precedent to all Extensions of Credit6155

3.3.Maturity6255

3.4.Effect of Maturity6255

3.5.Early Termination by Borrowers6356

3.6.Conditions Subsequent6356

4.REPRESENTATIONS AND WARRANTIES.    6356

4.1.Due Organization and Qualification; Subsidiaries.    6456

4.2.Due Authorization; No Conflict.    6457

4.3.Governmental Authorization; Other Consents6457

4.4.Binding Obligations; Perfected Liens.    6557

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NAI-1522258263v6

4.5.Title to Assets; No Encumbrances.    6558

4.6.Jurisdiction of Organization; Location of Chief Executive Office; Organizational Identification Number6658

4.7.Litigation6659

4.8.Compliance with Laws6659

4.9.Financial Statements; No Material Adverse Effect.    6759

4.10.Solvency.    6759

4.11.Employee Benefits6760

4.12.Environmental Condition.    6860

4.13.Foreign Plans6961

4.14.Reserved.    7061

4.15.Reserved.7061

4.16.Complete Disclosure7061

4.17.Reserved.    7062

4.18.Patriot Act; Anti-Corruption Laws7062

4.19.Reserved.    7162

4.20.Taxes7162

4.21.Margin Stock7162

4.22.Investment Company Act7163

4.23.OFAC; Anti-Corruption Laws; Anti-Money Laundering Laws7163

4.24.Employee and Labor Matters7263

4.25.Eligible Life Insurance Policies 72Reserved64

4.26.Eligible Accounts7364

4.27.Eligible Inventory7364

4.28.Locations of Inventory and Equipment7364

4.29.Inventory Records7364

4.30.No Default7364

4.31.Insurance7364

4.32.Common Enterprise7364

4.33.COMI7465

4.34.Luxembourg Domiciliation7465

4.35.No Withholding Tax7465

4.36.No Stamp Duty7465

5.AFFIRMATIVE COVENANTS.    7465

5.1.Financial Statements, Reports, Certificates.    7465

5.2.Collateral Reporting7666

5.3.Existence7666

5.4.Maintenance of Properties7666

5.5.Taxes7667

5.6.Insurance7767

5.7.Inspection, Field Examinations, and Appraisals7867

5.8.Compliance with Laws7968

5.9.Environmental.7968

5.10.OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws8069

5.11.Further Assurances.    8069

5.12.Reserved.    8271

5.13.Location of Eligible Inventory and Equipment8371

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5.14.Applications under Insolvency Statutes8371

5.15.Preparation of Environmental Reports 83Reserved72

5.16.Center of Main Interests8472

5.17.Luxembourg Domiciliation8472

6.NEGATIVE COVENANTS.    8472

6.1.Indebtedness8472

6.2.Liens8472

6.3.Restrictions on Fundamental Changes.8472

6.4.Disposal of Assets8573

6.5.Nature of Business8573

6.6.Certain Payments of Debt and Amendments.    8673

6.7.Burdensome Agreements8874

6.8.Restricted Payments8975

6.9.Accounting Methods9276

6.10.Investments9277

6.11.Transactions with Affiliates9277

6.12.Use of Proceeds9277

6.13.Specified Canadian Pension Plans9378

6.14.Designation of Senior Debt9378

6.15.Current Notes 93and 2025 Notes78

6.16.Eligible Life Insurance Policies.93

7.FINANCIAL COVENANT    9478

7.1.Fixed Charge Coverage Ratio9478

8.EVENTS OF DEFAULT.    9478

8.1.Non-Payment9478

8.2.Specific Covenants9478

8.3.Other Defaults.9579

8.4.Representations and Warranties9579

8.5.Cross-Default9579

8.6.Insolvency Proceedings, Etc9679

8.7.Inability to Pay Debts; Attachment9679

8.8.Judgments9680

8.9.ERISA9680

8.10.Invalidity of Loan Documents9780

8.11.Change of Control9780

8.12.Collateral Documents9780

8.13.Forfeiture of Collateral97

9.RIGHTS AND REMEDIES.    9880

9.1.Rights and Remedies9880

9.2.Remedies Cumulative9881

9.3.Appointment of a Receiver9881

9.4.Collection Allocation Mechanism.    9982

10.WAIVERS; INDEMNIFICATION.    10183

10.1.Demand; Protest; etc10183

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10.2.The Lender Group’s Liability for Collateral10183

10.3.Indemnification10183

11.NOTICES.    10284

12.CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.    10385

13.ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS    10486

13.1.Assignments and Participations.    10486

13.2.Successors10889

14.AMENDMENTS; WAIVERS.    10990

14.1.Amendments and Waivers.    10990

14.2.Replacement of Certain Lenders.    11192

14.3.No Waivers; Cumulative Remedies11292

15.AGENT; THE LENDER GROUP.    11293

15.1.Appointment and Authorization of Agent11293

15.2.Delegation of Duties11393

15.3.Liability of Agent11493

15.4.Reliance by Agent11494

15.5.Notice of Default or Event of Default11494

15.6.Credit Decision11594

15.7.Costs and Expenses; Indemnification11595

15.8.Agent in Individual Capacity11696

15.9.Successor Agent11796

15.10.Lender in Individual Capacity11796

15.11.Collateral Matters.    11897

15.12.Restrictions on Actions by Lenders; Sharing of Payments.    12098

15.13.Agency for Perfection12099

15.14.Payments by Agent to the Lenders12199

15.15.Concerning the Collateral and Related Loan Documents12199

15.16.Field Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information12199

15.17.Agent May File Proofs of Claim.    122100

15.18.Several Obligations; No Liability123101

15.19.Appointment for the Province of Quebec123101

15.20.Authorization124102

15.21.Release of Life Insurance Policies 125[Reserved]102

15.22.Luxembourg Security126103

16.WITHHOLDING TAXES.    126103

16.1.No Setoff; Payments126103

16.2.Exemptions.    127104

16.3.Reductions.    129106

16.4.Refunds130106

17.GENERAL PROVISIONS.    131106

17.1.Effectiveness131106

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17.2.Section Headings131106

17.3.Interpretation131107

17.4.Severability of Provisions131107

17.5.Bank Product Providers131107

17.6.Debtor-Creditor Relationship132107

17.7.Counterparts; Electronic Execution132108

17.8.Revival and Reinstatement of Obligations132108

17.9.Confidentiality.    133108

17.10.Lender Group Expenses134109

17.11.Survival135110

17.12.Patriot Act; Due Diligence135110

17.13.Integration135110

17.14.Administrative Borrower as Agent for Borrowers.    135110

17.15.Currency Indemnity136111

17.16.Anti-Money Laundering Legislation.    137111

17.17.Quebec Interpretation137112

17.18.English Language Only138112

17.19.Hedging Liability138112

17.20.Acknowledgment and Consent to Bail-In of EEAAffected Financial Institutions138112

17.21.Luxembourg Guaranty Limitation Language.    139113

17.22.Acknowledgement Regarding Any Supported QFCs140114

17.23.Erroneous Payments.114

17.24.Applicable Designees .116

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EXHIBITS AND SCHEDULES

Exhibit A-1	Form of Assignment and Acceptance
Exhibit B-1	Form of US Borrowing Base Certificate
Exhibit B-2	Form of Bank Product Provider Agreement
Exhibit B-3	Form of Canadian Borrowing Base Certificate
Exhibit B-4	Form of Luxembourg Borrowing Base Certificate
Exhibit C	Form of Compliance Certificate
Exhibit L-1	Form of LIBOR Notice
Exhibit L-2	Form of BA Rate Notice
Schedule A-1	Agent’s Account
Schedule A-2	Agent’s Canadian Account
Schedule A-3	Authorized Persons
Schedule A-4	Agent’s Luxembourg Account
Schedule C-1	Commitments
Schedule C-2	Remediation Properties
Schedule D-1	Designated Account
Schedule E-1	Existing Letters of Credit
Schedule E-2	Life Insurance Policies
Schedule I-1	Immaterial Subsidiaries
Schedule P-1	Permitted Dispositions
Schedule P-2	Permitted Indebtedness
Schedule P-3	Permitted Investments
Schedule P-4	Permitted Liens
Schedule 1.1	Definitions
Schedule 3.1	Conditions Precedent
Schedule 3.6	Conditions Subsequent
Schedule 4.1	Capitalization of Borrowers and Borrowers’ Subsidiaries
Schedule 4.5(c)	Real Property
Schedule 4.5(d)	Leases
Schedule 4.6(a)	States of Organization
Schedule 4.6(b)	Chief Executive Offices
Schedule 4.6(c)	Organizational Identification Numbers
Schedule 4.11	Benefit Plans
Schedule 4.12	Environmental Matters
Schedule 4.28(a)	Third Party Locations
Schedule 4.28(b)	Locations of Inventory and Equipment
Schedule 5.1	Financial Statements, Reports, Certificates
Schedule 5.2	Collateral Reporting
Schedule 6.7	Certain Contractual Restrictions

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THIRD AMENDED AND RESTATED
CREDIT AGREEMENT

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 28, 2019, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), Wells Fargo Capital Finance, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), Avient Corporation, formerly known as PolyOne Corporation, an Ohio corporation (“Parent”), and the subsidiaries of Parent organized under the laws of a jurisdiction in the United States party hereto as borrowers (together with Parent, and certain other subsidiaries of Parent organized under the laws of a jurisdiction in the United States that are or may become party hereto after the date hereof, each individually a “US Borrower” and collectively, “US Borrowers” as hereinafter further defined), Avient Canada ULC, formerly known as PolyOne Canada Inc., a federally incorporated Canadian corporation (“PolyOneULC, a British Columbia unlimited liability company (“Avient Canada”, and together with certain other subsidiaries of Parent organized under the laws of a jurisdiction in Canada that are or may become party hereto after the date hereof, each individually a “Canadian Borrower” and collectively, “Canadian Borrowers” as hereinafter further defined), and PolyOne S.à r.l., a Luxembourg société a responsabilité limitée with registered office at 19, route de Bastogne, L-9638 Pommerloch, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés Luxembourg) under number B226205 (the “Luxembourg Borrower”, and, together with US Borrowers and Canadian Borrowers, each individually a “Borrower” and collectively, “Borrowers”).

The parties agree as follows:

1.DEFINITIONS AND CONSTRUCTION.

1.1.Definitions. Capitalized terms used in this Agreement shall have the meanings specified therefor on Schedule 1.1.

1.2.Accounting Terms. Any accounting term used in this Agreement shall have, unless otherwise specifically provided herein, the meaning customarily given in accordance with GAAP, and all financial computations hereunder shall be computed unless otherwise specifically provided herein, in accordance with GAAP as consistently applied and using the same method for inventory valuation as used in the preparation of the financial statements of Parent most recently received by Agent prior to the date hereofFirst Amendment Closing Date; provided, that, in the event of any change in GAAP after the date hereofFirst Amendment Closing Date that affects the covenants in Section 7 hereof, Administrative Borrower may by notice to Agent, or Agent may, and at the request of Required Lenders shall, by notice to Administrative Borrower request that Agent and Administrative Borrower negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Administrative Borrower shall provide to Agent and Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. No consent or amendment fee shall be required to be paid to any Lender in connection with an amendment contemplated by this Section 1.2. Notwithstanding anything to the contrary contained in GAAP or any interpretations or other pronouncements by the Financial Accounting Standards Board or otherwise, the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is unqualified and also does not include any explanation, supplemental comment or other comment concerning the ability of the

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NAI-1522258263v6

applicable person to continue as a going concern or the scope of the audit. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent” or “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to mean Parent or Borrowers and their Restricted Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. For purposes of calculations pursuant to the terms of this Agreement, GAAP will be deemed to treat operating leases in a manner consistent with the current treatment under GAAP as in effect on the Effective Date, notwithstanding any modification or interpretive changes thereto that may occur hereafter. Notwithstanding the foregoing, any lease of the Parent or its Subsidiaries that would be characterized as an operating lease under GAAP in effect on December 31, 2018 shall not constitute a Capital Lease under this Agreement or any other Loan Document as a result of changes in GAAP on January 1, 2019 unless otherwise agreed to in writing by the Borrowers and Required Lenders.

1.3.Code. Any terms used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein and any terms used in this Agreement that are defined in the PPSA and relating to Collateral consisting of assets of the Canadian Loan Parties shall be construed and defined as set forth in the PPSA unless otherwise defined herein; provided, that, to the extent that the Code is used to define any term herein and such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern.

1.4.Construction. Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in any other Loan Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any reference herein to “province” or like terms shall be construed to include “territory” and like terms. Any requirement of a writing contained herein or in any other Loan Document shall be satisfied by the transmission of a Record. An Event of Default shall exist or continue or be continuing until such Event of Default is waived in accordance with Section 14.1 or is cured if such Event of Default is capable of being cured. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean (a) the repayment in full in cash or immediately available funds of all of the Obligations (including the payment of any Lender Group Expenses that have accrued regardless of whether demand has been made therefor), excluding in any case the Obligations described in the following clause (b) of this Section 1.4, and (b) in the case of (i) contingent reimbursement obligations with respect to Letters of Credit, the receipt by Agent of the Letter of Credit Collateralization, (ii) Bank Products other than Hedge Obligations, the receipt by Agent of the Bank Product Collateralization, (iii) checks or other payments provisionally credited to the Obligations and for which Agent or any Lender has not received final payment, the receipt by Agent of cash collateral to secure such amounts (unless Agent shall have received a satisfactory indemnity with respect thereto from another financial institution), (iv) Hedge Obligations, the receipt by Agent of cash collateral to secure such amounts (or, at the option of Agent or the Hedge Provider with respect to such Hedge Agreements, the termination of the applicable Hedge Agreement and the payment in full in cash of the Obligations due and payable in connection with such termination), and (v) other contingent Obligations for which a claim or demand for

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payment has been made at such time to Agent or any Lender for which Agent or such Lender is entitled to indemnification by any Loan Party, the receipt by Agent of cash collateral to secure such amounts. Unless the context of this Agreement or any other Loan Document clearly requires otherwise or Agent otherwise determines, amounts expressed in US Dollars at any time when used with respect to Foreign Subsidiaries or similar matters shall be deemed to mean the US Dollar Equivalent of such amounts at such time. Notwithstanding anything in this Agreement to the contrary, to the extent a determination is to be made hereunder with respect to a Borrowing Base or any component thereof on any date, such determination shall be based on the applicable Borrowing Base and such components as set forth in the most recently delivered US Borrowing Base Certificate, Canadian Borrowing Base Certificate or Luxembourg Borrowing Base Certificate, as applicable, hereunder; provided that (x) the amount of US Qualified Cash included in the US Borrowing Base pursuant to clause (d) thereof may be adjusted subsequent to such date of delivery as set forth in the definition of US Qualified Cash, and (y) the amount of Canadian Qualified Cash included in the Canadian Borrowing Base pursuant to clause (c) thereof may be adjusted subsequent to such date of delivery as set forth in the definition of Canadian Qualified Cash.

1.5.Luxembourg Matters

. The parties to this Agreement confirm that it is their wish that this Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the English language only and that all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English language only. Les parties aux présentes confirment que c’est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en la langue anglaise seulement. In this Agreement and any other Loan Documents, where it relates to a Loan Party incorporated in Luxembourg, a reference to: (a) winding up, administration or dissolution includes, without limitation, any procedure or proceeding in relation to an entity becoming bankrupt (faillite), insolvency, voluntary or judicial liquidation, composition with creditors (concordat préventif de faillite), moratorium or reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), fraudulent conveyance (actio pauliana), general settlement with creditors, reorganisation or any other similar proceedings affecting the rights of creditors generally under Luxembourg law, and shall be construed so as to include any equivalent or analogous liquidation or reorganisation proceeding; (b) an agent includes, without limitation, a “mandataire”; (c) a receiver, administrative receiver, administrator or the like includes, without limitation, a juge délégué,commissaire, juge-commissaire, liquidateur or curateur or any other person performing the same function of each of the foregoing; (d) a matured obligation includes, without limitation, any exigible, certaine and liquide obligation; (e) security or a security interest includes, without limitation, any hypothèque, nantissement, privilège, accord de transfert de propriété à titre de garantie, gage sur fonds de commerce or sûreté réelle whatsoever whether granted or arising by operation of law; (f) a person being unable to pay its debts includes, without limitation, that person being in a state of cessation of payments (cessation de paiements); (g) an attachment includes a saisie; and (h) by-laws or constitutional documents includes its up-to-date (restated) articles of association (statuts); and a director, officer or manager includes a gérant or an administrateur.

1.6.Time References. Unless otherwise indicated herein, all references to time of day refer to Eastern Standard Time or Eastern daylight saving time, as in effect in New York City on such day. For purposes of the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to and including”; provided, that, with respect to a computation of fees or interest payable to Agent or any Lender, such period shall include the first day, but not the last day of it so long as payment thereof is received prior to the time specified in Section 2.5, but in any event shall consist of at least one full day.

1.7.Currency Matters

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. Principal, interest, reimbursement obligations, fees, and all other amounts payable under this Agreement and the other Loan Documents to Agent and the Lenders shall be payable in US Dollars (or, solely in the case of Luxembourg Revolving Loans and interest related thereto, Euros) or, at the option of Borrowers, in the applicable currency in which such obligation was incurred. Unless stated otherwise, all calculations, comparisons, measurements or determinations under this Agreement shall be made in US Dollars. For the purpose of such calculations, comparisons, measurements or determinations, amounts or proceeds denominated in other currencies shall be converted to the US Dollar Equivalent on the date of calculation at the ExchangeSpot Rate calculated by Agent in good faith on such date, comparison, measurement or determination. Unless expressly provided otherwise, where a reference is made to a US Dollar amount, the amount is to be considered as the amount in US Dollars and, therefore, each other currency shall be converted into the US Dollar Equivalent thereof.

1.8.Schedules and Exhibits. All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

1.9.Effect of Amendment and Restatement; No Novation. Upon the effectiveness of this Agreement, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement. The Existing Obligations shall continue in full force and effect, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional Obligations incurred by any Borrower under this Agreement or under any of the other Loan Documents, shall continue to be secured by, among other things, the applicable portions of the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents. Each Borrower party to the Existing Credit Agreement hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered prior to the Effective Date. Any and all references in any Loan Documents to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement.

1.10.Divisions

. For all purposes under the Loan 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.

1.11.Limited Condition Transaction

. Notwithstanding anything to the contrary in this Agreement, in connection with any Limited Condition Transaction and any actions being taken in connection with a Limited Condition Transaction (including any incurrence of Indebtedness) which require:

(a)the calculation of any financial ratio or test or basket (other than any Excess Availability, US Excess Availability, Canadian Excess Availability, Luxembourg Excess Availability or Specified Excess Availability, as applicable, requirement), including the Fixed Charge Coverage Ratio; or

(b)determining the accuracy of any representation and warranty or the determination that no Default or Event of Default (or any specified type of Default or Event of Default) has occurred, is continuing or would immediately result therefrom;

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in each case, at the option of the Administrative Borrower (Administrative Borrower’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 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 measurement period at the time of) either (x) the execution of the definitive agreement with respect to such Limited Condition Transaction or (y) the consummation of such Limited Condition Transaction (the date of such determination under clause (x) or (y), as applicable, the “LCT Test Date”), and if, for the Limited Condition Transaction (and the other transactions to be entered into in connection therewith), Parent or any of its Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket (after giving effect to such Limited Condition Transaction on a pro forma basis), such ratio, test or basket shall be deemed to have been complied with on the date such action or transaction is actually taken. For the avoidance of doubt, if the Administrative Borrower 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, including due to fluctuations in Consolidated EBITDA of the Parent and its Restricted Subsidiaries 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. If the Administrative Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, test or basket availability with respect to any other related transaction on or 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, any such ratio, test or basket shall be calculated 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 on the LCT Test Date, except that (other than solely with respect to the incurrence test under which such Limited Condition Transaction is being made) Consolidated EBITDA of any target of such Limited Condition Transaction shall only be used in the determination of the relevant ratio, test and/or basket if and when such Limited Condition Transaction has been consummated.

1.12.Rates. The interest rate on Loans denominated in Dollars or another currency may be determined by reference to a benchmark rate that is, or may in the future become, the subject of regulatory reform or cessation. Regulators have signaled the need to use alternative reference rates for some of these benchmark rates and, as a result, such benchmark rates may cease to comply with applicable laws and regulations, may be permanently discontinued or the basis on which they are calculated may change. Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to any rates in the definition of any Benchmark, any component definition thereof or rates referenced in the definition thereof or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any then-current Benchmark or any Benchmark Replacement) as it may or may not be adjusted pursuant to Section 2.10(d)(iii) or Section 2.15(d)(iii), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of any Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to Borrowers. Agent may select information sources or services in its reasonable discretion to ascertain any Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any Lender or any

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other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. Each determination of any Benchmark (or any Benchmark Replacement) shall be made by Agent and shall be conclusive in the absence of manifest error.

2.LOANS AND TERMS OF PAYMENT.

2.1.Revolving Loans.

(a)Immediately prior to giving effect to this AgreementOn the First Amendment Closing Date, the outstanding principal balance of the US Revolving Loans (as defined in the Existing Credit Agreement) is $230,160,222.23is $0.00. Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each US Lender agrees (severally, not jointly or jointly and severally) to make revolving loans (“US Revolving Loans”) to US Borrowers which in the aggregate any time outstanding shall not exceed the lesser of:

(i)such US Lender’s Commitment, or

(ii)such US Lender’s Pro Rata Share of an amount equal to the lesser of:

(A)the amount equal to (1) the US Maximum Credit less (2) the sum of the US Letter of Credit Usage at such time, plus the principal amount of US Swing Loans outstanding at such time, and

(B)the amount equal to (1) the US Borrowing Base at such time (based upon the most recent US Borrowing Base Certificate delivered by US Borrowers to Agent, as the amount of US Qualified Cash included therein may be adjusted subsequent to the date of such US Borrowing Base Certificate pursuant to the definition of US Qualified Cash) less (2) the sum of the US Letter of Credit Usage at such time, plus the principal amount of US Swing Loans outstanding at such time.

Each US Revolving Loan shall be a US Dollar Denominated Loan, and shall be either a Base Rate Loan or a LIBOR Rate Loan.

(b)Immediately prior to giving effect to this AgreementOn the First Amendment Closing Date, the outstanding principal balance of the Canadian Revolving Loans (as defined in the Existing Credit Agreement) is $0.00. Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Canadian Lender with a Canadian Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Canadian Revolving Loans”) to Canadian Borrowers which in the aggregate any time outstanding shall not exceed the lesser of:

(i)such Canadian Lender’s Canadian Commitment, or

(ii)such Canadian Lender’s Pro Rata Share of an amount equal to the lesser of:

(A)the amount equal to (1) the Canadian Maximum Credit less (2) the Canadian Letter of Credit Usage at such time, plus the principal amount of Canadian Swing Loans outstanding at such time, and

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(B)the amount equal to (1) the Canadian Borrowing Base at such time (based upon the most recent Canadian Borrowing Base Certificate delivered by Canadian Borrowers to Agent, as the amount of Canadian Qualified Cash included therein may be adjusted subsequent to the date of such Canadian Borrowing Base Certificate pursuant to the definition of Canadian Qualified Cash) less (2) the Canadian Letter of Credit Usage at such time, plus the principal amount of Canadian Swing Loans outstanding at such time.

Each Canadian Revolving Loan shall be either a US Dollar Denominated Loan (which shall be either a Base Rate Loan or a LIBOR Rate Loan) or a Canadian Dollar Denominated Loan (which shall be either a Base Rate Loan or a BA Rate Loan).

(c)On the First Amendment Closing Date, the outstanding principal balance of the Luxembourg Revolving Loans is $0.00. Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Luxembourg Lender with a Luxembourg Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Luxembourg Revolving Loans”) to Luxembourg Borrower which in the aggregate any time outstanding shall not exceed the lesser of:

(i)such Luxembourg Lender’s Luxembourg Commitment, or

(ii)such Luxembourg Lender’s Pro Rata Share of an amount equal to the lesser of:

(A)the amount equal to (1) the Luxembourg Maximum Credit less (2) the Luxembourg Letter of Credit Usage at such time, plus the principal amount of Luxembourg Swing Loans outstanding at such time, and

(B)the amount equal to (1) the Luxembourg Borrowing Base at such time less (2) the Luxembourg Letter of Credit Usage at such time, plus the principal amount of Luxembourg Swing Loans outstanding at such time.

Each Luxembourg Revolving Loan shall be a Euro Denominated Loan (which shall be a EURIBOR Rate Loan).

(d)Anything to the contrary in this Section 2.1 or otherwise notwithstanding, neither (i) the aggregate principal amount of all Revolving Loans (including Swing Loans, Protective Advances and Overadvances) plus the Letter of Credit Usage outstanding at any time, nor (ii) the Maximum Credit shall exceed the Term Loan Debt Limit. Agent may at any time and from time to time require that an Authorized Person execute and deliver to Agent a certificate, in form and substance reasonably satisfactory to Agent, representing that each of (x) the aggregate principal amount of all Revolving Loans (including Swing Loans, Protective Advances and Overadvances) plus the Letter of Credit Usage outstanding at such time (and after giving effect to any of the foregoing that have been requested) and (y) the Maximum Credit, in each case, does not and will not exceed the Term Loan Debt Limit, together with calculations in reasonable detail evidencing such compliance.

(e)Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement.

(f)Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation), in its Permitted Discretion, to establish, increase, reduce, eliminate, or

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otherwise adjust reserves (without duplication) from time to time against the US Borrowing Base, the Canadian Borrowing Base or the Luxembourg Borrowing Base in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary, including (i) reserves in an amount equal to the Bank Product Reserve Amount, (ii)[reserved], (iii) [reserved], (iv) reserves in the amount of any Restricted Payment under Section 6.8(hi) that has been declared but has not yet been paid, but only if Excess Availability is less than $100,000,000 at any time during the period commencing with the declaration of such Restricted Payment and ending with the payment thereof, and (v) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust or deemed trust over, any of the Revolving Loan Priority Collateral (other than a Permitted Lien under clause (m) of the definition of such term), which Lien, trust or deemed trust, in the Permitted Discretion of Agent likely would be pari passu with, or have a priority superior to, Agent’s Liens (such as Priority Payables or Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes or other amounts that may be pari passu or given priority under applicable lawLaw) in and to such item of the Revolving Loan Priority Collateral. To the extent that an event, condition or matter as to any Eligible Accounts or Eligible Inventory is addressed pursuant to the treatment thereof within the applicable definition of such terms, Agent shall not also establish a reserve to address the same event, condition or matter. The amount of any reserve established by Agent shall have a reasonable relationship to the event, condition or other matter which is the basis for such reserve as determined by Agent in its Permitted Discretion and to the extent that such reserve is in respect of amounts that may be payable to third parties Agent may, at its option (without duplication), deduct such reserve from the US Maximum Credit, the Canadian Maximum Credit or the Luxembourg Maximum Credit in the event that the US Borrowing Base, Canadian Borrowing Base or Luxembourg Borrowing Base exceeds the applicable amount. Agent will provide notice to Administrative Borrower three (3) Business Days’ prior to the establishment of any new categories of reserves after the date hereof or any change in the methodology for the calculation of an existing reserve after the date hereof, except that such notice shall not be required (i) at any time there is a Cash Dominion Event or, if in the good faith determination of Agent, it is necessary to act sooner to preserve or protect the Collateral or its value or the rights of Agent therein or to otherwise address any event, condition or circumstance that, in the good faith judgment of the Agent, is reasonably likely to cause a diminution in the value of the Collateral or to threaten the ability to realize upon any portion of the Collateral or (ii) if after giving effect to any such new category of reserves or change in methodology there would be an Overadvance. Upon receipt of such notice, Administrative Borrower may take such action as may be required so that the event, condition, or matter that is the basis for the reserve no longer exists. At any time that the event, condition or circumstance that is the basis for the reserve ceases to exist or is otherwise addressed to the satisfaction of Agent, then the applicable reserve will be terminated.

(g)Without limiting the generality of the foregoing, reserves may be established to reflect any of the following: (i) Inventory shrinkage, (ii) markdowns and cost variances (pursuant to discrepancies between the purchase order price of Inventory and the actual cost thereof), (iii) returns, discounts, claims, credits and allowances of any nature that are not paid pursuant to the reduction of Accounts, (iv) any rental payments, service charges or other amounts due or to become due to owners or lessors of Real Property to the extent Inventory or Records are located in or on such property or in the possession or control of such parties or such Records are needed to monitor or otherwise deal with the Collateral (other than for locations where Agent has received a Collateral Access Agreement executed and delivered by the owner and lessor of such Real Property that Agent has acknowledged in writing is in form and substance satisfactory to Agent), provided, that, the reserves established pursuant to this clause (iv) as to leased locations shall not exceed at any time the aggregate of amounts payable for the next three (3) months to the lessors of such locations, except that such limitation on the amount of the reserves shall not apply at any time that an Event of Default shall exist or have occurred and be continuing, or at any

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time there is any event of default under the lease by Parent or any Subsidiary of Parent with respect to such location or a notice thereof has been sent or received by or on behalf of any Loan Party, (v) any rental payments, service charges or other amounts due or to become due to lessors of personal property, (vi) an increase in the number of days of the turnover of Inventory or a change in the mix of the Inventory that results in an overall decrease in the value thereof or a deterioration in its nature or quality (but only to the extent not addressed by the lending formulas in a manner satisfactory to Agent), (vii) variances between the perpetual Inventory records of Borrowers and the results of the test counts of Inventory conducted by Agent with respect thereto in excess of the percentage reasonably acceptable to Agent in its Permitted Discretion, (viii) dilution with respect to Accounts (based on the ratio of the aggregate amount of non-cash reductions in Accounts for any period to the aggregate dollar amount of the sales of such Borrower for such period) as calculated by Agent for any period (with such calculations to be based on the results of the most recently received Acceptable Field Exam by Agent or, in between such Acceptable Field Exams, in Agent’s sole discretion, on the monthlymost recent Account roll-forward report delivered to Agent pursuant to Section 5.2) is greater than three percent (3%); provided, that reductions with respect to the advance rates as a result of the foregoing shall not apply unless and until dilution isgreater than three percent (3%) by a full percentage point (and, thereafter, by additional full percentage points), at which point the advance rate may be reduced in equal full percentage point increments, and (ix) in the event that at any time the aggregate principal amount of all Revolving Loans (including Swing Loans, Protective Advances and Overadvances) plus the Letter of Credit Usage outstanding are within ten percent (10%) of the Term Loan Debt Limit, amounts sufficient to maintain up to a ten percent (10%) cushion between the aggregate principal amount of all Revolving Loans (including Swing Loans, Protective Advances and Overadvances) plus the Letter of Credit Usage and the Term Loan Debt Limitreserves in respect of any Specified Debt that matures within 91 days of the Maturity Date. Except as otherwise specifically provided in this clause (f), any change to the amount of any reserves described above shall be based on changes in the event, condition or circumstance that is basis for such reserves after the date hereofFirst Amendment Closing Date.

2.2.Borrowing Procedures and Settlements.

(a)Requests for Revolving Borrowing. To request a Revolving Loan or Swing Loan, the applicable Borrower (or Administrative Borrower on behalf of such Borrower) shall notify Agent by telephone or through a written request made by an Authorized Person to Agent (which may be delivered through Agent’s electronic platform or portal) no later than 11:00 a.m. (i) on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan (other than Luxembourg Swing Loans, which shall be made consistent with clause (b)(iii) below) or Base Rate Loans to be made in US Dollars, (ii) on the Business Day that is one Business Day prior to the requested Funding Date in the case of a request for a Base Rate Loan to be made in Canadian Dollars, and (iii) on the Business Day that is three Business Days prior to the requested Funding Date in the case of all other requests; provided, that Agent may, in its sole discretion, elect to accept as timely requests that are received later than 11:00 a.m. on the applicable Business Day. All Borrowing requests which are not made on-line via Agent’s electronic platform or portal shall be subject to (and unless Agent elects otherwise in the exercise of its sole discretion, such Borrowings shall not be made until the completion of) Agent’s authentication process (with results satisfactory to Agent) prior to the funding of any such requested Revolving Loan. Any telephonic request shall be irrevocable and to the extent required by Agent, confirmed promptly by a written request in accordance with this Section 2.2(a). Each such telephonic and written request shall specify the following information:

(i)the Borrower requesting such Revolving Loan or Swing Loan;

(ii)whether such Loan is a Revolving Loan or Swing Loan;

(iii)the aggregate amount of such Revolving Loan or Swing Loan;

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(iv)the date of such Revolving Loan or Swing Loan, which shall be a Business Day;

(v)whether such Revolving Loan or Swing Loan is to be a Base Rate Loan, a BA Rate Loan, a LIBOR Rate Loan or a EURIBOR Rate Loan;

(vi)in the case of a LIBOR Rate Loan or a BA Rate Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;and

(vii)in the case of each Canadian Revolving Loan, whether such Canadian Revolving Loan is to be a US Dollar Denominated Loan or a Canadian Dollar Denominated Loan.

If no election as to whether a Revolving Loan is to be a BA Rate Loan or LIBOR Rate Loan is specified in the applicable request, then the requested Revolving Loan shall be a Base Rate Loan (provided that subject to Section 2.10(d), all Luxembourg Revolving Loans shall be EURIBOR Rate Loans) and if no Interest Period is specified with respect to any request for a LIBOR Rate Loan or a BA Rate Loan, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a request for a Revolving Loan in accordance with this Section, Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Revolving Loan to be made as part of the request. All Loans and Letters of Credit under this Agreement shall be conclusively presumed to have been made to, and at the request of and for the benefit of, any Borrower or Guarantor when deposited to the credit of any Borrower or Guarantor or otherwise disbursed or established in accordance with the instructions of any Borrower or Guarantor or in accordance with the terms and conditions of this Agreement.

(b)Making of Swing Loans.

(i)Making of US Swing Loans. Subject to the terms and conditions contained herein, Swing Lender agrees that it will make a US Revolving Loan (any such US Revolving Loan made solely by Swing Lender pursuant to this Section 2.2 (b)(i) being referred to as a “US Swing Loan”) to US Borrowers from time to time in amounts requested by any US Borrower (or Administrative Borrower on behalf of US Borrowers) up to the aggregate amount outstanding equal to the US Swing Loan Limit, provided, that, after giving effect to any such US Swing Loan, the aggregate principal amount of the US Revolving Loans, US Swing Loans and US Letter of Credit Usage outstanding at any time shall not exceed the lesser of the US Borrowing Base at such time or US Maximum Credit at such time. Each US Swing Loan shall be deemed to be a US Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other US Revolving Loans, except that all payments on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any US Swing Loan if Swing Lender has actual knowledge that (A) one or more of the applicable conditions precedent set forth in Section 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (B) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3.1 or 3.2 have been satisfied on the Funding Date applicable thereto prior to making any US Swing Loan. The US Swing Loans shall be secured by Agent’s Liens, constitute US Revolving Loans and US Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. Upon the making of a US Swing Loan, without further action by any party hereto, each US Lender shall be deemed to have irrevocably and unconditionally purchased and received from

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Swing Line Lender, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Pro Rata Share in such US Swing Loan. To the extent that there is no Settlement in accordance with Section 2.3(c) hereof, the applicable Swing Line Lender may at any time, require the applicable US Lenders to fund their participations. From and after the date, if any, on which any US Lender has funded its participation in any US Swing Loan, Agent shall promptly distribute to such US Lender, not less than weekly, such Lender’s Pro Rata Share of all payments of principal and interest received by Agent in respect of such US Swing Loan.

(ii)Making of Canadian Swing Loans. Subject to the terms and conditions contained herein, Swing Lender agrees that it will make a Canadian Revolving Loan (any such Canadian Revolving Loan made solely by Swing Lender pursuant to this Section 2.2(b)(ii) being referred to as a “Canadian Swing Loan”) to Canadian Borrowers from time to time in amounts requested by any Canadian Borrower (or Administrative Borrower on behalf of Canadian Borrowers) up to the aggregate amount outstanding equal to the Canadian Swing Loan Limit, provided, that, after giving effect to any such Canadian Swing Loan, the aggregate principal amount of the Canadian Revolving Loans, Canadian Swing Loans and Canadian Letter of Credit Usage outstanding at any time shall not exceed the lesser of the Canadian Borrowing Base at such time or Canadian Maximum Credit at such time. Each Canadian Swing Loan shall be deemed to be a Canadian Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Canadian Revolving Loans, except that all payments on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.2(d)(ii), Swing Lender shall not make and shall not be obligated to make any Canadian Swing Loan if Swing Lender has actual knowledge that (A) one or more of the applicable conditions precedent set forth in Section 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (B) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3.1 or 3.2 have been satisfied on the Funding Date applicable thereto prior to making any Canadian Swing Loan. The Canadian Swing Loans shall be secured by Agent’s Liens, constitute Canadian Revolving Loans and Canadian Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. Upon the making of a Canadian Swing Loan, without further action by any party hereto, each Canadian Lender shall be deemed to have irrevocably and unconditionally purchased and received from Swing Line Lender, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Pro Rata Share in such Canadian Swing Loan. To the extent that there is no Settlement in accordance with Section 2.2(c) hereof, the applicable Swing Line Lender may at any time, require the applicable Canadian Lenders to fund their participations. From and after the date, if any, on which any Canadian Lender has funded its participation in any Canadian Swing Loan, Agent shall promptly distribute to such Canadian Lender, not less than weekly, such Lender’s Pro Rata Share of all payments of principal and interest received by Agent in respect of such Canadian Swing Loan.

(iii)Making of Luxembourg Swing Loans. Subject to the terms and conditions contained herein, Swing Lender agrees that it will make a Luxembourg Revolving Loan (any such Luxembourg Revolving Loan made solely by Swing Lender pursuant to this Section 2.2(b)(iii) being referred to as a “Luxembourg Swing Loan”) to Luxembourg Borrower from time to time in amounts requested by Luxembourg Borrower (or Administrative Borrower on behalf of Luxembourg Borrower) up to the aggregate amount outstanding equal to the Luxembourg Swing Loan Limit, provided, that, after giving effect to any such Luxembourg Swing Loan, the aggregate principal amount of the Luxembourg Revolving Loans, Luxembourg Swing Loans and Luxembourg Letter of Credit Usage outstanding at any time shall not exceed the lesser of the Luxembourg Borrowing Base at such time or Luxembourg Maximum Credit at such time. Each Luxembourg Swing Loan shall be deemed to be a Luxembourg Revolving Loan

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hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Luxembourg Revolving Loans, except that all payments on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.2(d)(ii), Swing Lender shall not make and shall not be obligated to make any Luxembourg Swing Loan if Swing Lender has actual knowledge that (A) one or more of the applicable conditions precedent set forth in Section 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (B) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3.1 or 3.2 have been satisfied on the Funding Date applicable thereto prior to making any Luxembourg Swing Loan. The Luxembourg Swing Loans shall be secured by Agent’s Liens, constitute Luxembourg Revolving Loans and Luxembourg Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans that are EURIBOR Rate Loans. Upon the making of a Luxembourg Swing Loan, without further action by any party hereto, each Luxembourg Lender shall be deemed to have irrevocably and unconditionally purchased and received from Swing Line Lender, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Pro Rata Share in such Luxembourg Swing Loan. To the extent that there is no Settlement in accordance with Section 2.2(c) hereof, the applicable Swing Line Lender may at any time, require the applicable Luxembourg Lenders to fund their participations. From and after the date, if any, on which any Luxembourg Lender has funded its participation in any Luxembourg Swing Loan, Agent shall promptly distribute to such Luxembourg Lender, not less than weekly, such Lender’s Pro Rata Share of all payments of principal and interest received by Agent in respect of such Luxembourg Swing Loan.

(c)Making of Revolving Loans.

(i)Promptly after receipt of a request for a Borrowing of a Revolving Loan pursuant to Section 2.3(a), Agent shall notify the applicable Lenders by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each applicable Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, Agent’s Canadian Account or Agent’s Luxembourg Account, as applicable, not later than 1:00 p.m. on the Funding Date applicable thereto. After Agent’s receipt of the proceeds of such Revolving Loans from the applicable Lenders, Agent shall make the proceeds thereof available to Borrowers on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account; provided, that, subject to the provisions of Section 2.2(d)(ii), Agent shall not request any Lender to make any Revolving Loan if it has knowledge that, and no Lender shall have the obligation to make, any Revolving Loan if (A) one or more of the applicable conditions precedent set forth in Section 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (B) the requested Borrowing would exceed the Availability on such Funding Date.

(ii)Unless Agent receives notice from a Lender prior to 9:00 a.m. on the date of a Borrowing, that such Lender will not make available as and when required hereunder to Agent for the account of Borrowers the amount of that Lender’s Pro Rata Share of the Borrowing, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrowers on such date a corresponding amount. If any Lender shall not have made its full amount available to Agent in immediately available funds and if Agent in such circumstances has made available to Borrowers such amount, such Lender shall, no later than 1:00 p.m. on the Business Day following such Funding Date, make such amount available to Agent, together with interest at the Defaulting Lender Rate

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for each day during such period. A notice submitted by Agent to any Lender with respect to amounts owing under this Section 2.2(c)(ii) shall be conclusive, absent manifest error. If such amount is so made available, such payment to Agent shall constitute such Lender’s Revolving Loan on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrowers of such failure to fund and, upon demand by Agent, Borrowers shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Revolving Loans composing such Borrowing.

(d)Protective Advances and Optional Overadvances.

(i)Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.2(d)(iv), Agent hereby is authorized by Borrowers and the Lenders, from time to time in Agent’s sole discretion, to make Revolving Loans to, or for the benefit of, Borrowers on behalf of the Lenders that Agent, in its Permitted Discretion deems necessary (A) to preserve or protect the Collateral, or any portion thereof, or (B) to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (any of the Revolving Loans described in this Section 2.3(d)(i) shall be referred to as “Protective Advances”), at any time (1) after the occurrence and during the continuance of a Default or an Event of Default, or (2) that any of the other applicable conditions precedent set forth in Section 3.2 are not satisfied. So long as no Event of Default exists or has occurred and is continuing, Agent shall use reasonable efforts to notify Administrative Borrower of the existence of any Protective Advances on or about the date when made.

(ii)Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.2(d)(iv), the Lenders hereby authorize Agent or Swing Lender, as applicable, and either Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Revolving Loans (including Swing Loans) to Borrowers notwithstanding that an Overadvance exists or would be created thereby. In any event: (A) if any such Overadvance remains outstanding for more than thirty (30) days, unless otherwise agreed to by the Required Lenders, Borrowers shall immediately repay Revolving Loans (including Swing Loans, if applicable) in an amount sufficient to eliminate all such Overadvances, provided, that, in the event that the Overadvance arises as a result of the establishment of a new category of reserves or the change in the methodology of the calculation of an existing reserve, or as a result of the making of a Loan other than at the request of a Borrower (or Administrative Borrower on behalf of any Borrower), whether a Protective Advance or by charging the Loan Account, Borrowers shall not be required to repay such Overadvance until ten (10) days after notice thereof by Agent to Administrative Borrower and (B) after the date all such Overadvances have been eliminated, there must be at least five (5) consecutive days without the existence of any such Overadvances before intentional Overadvances are made. The foregoing provisions relating to making Overadvances are meant for the benefit of the Lenders and Agent and are not meant for the benefit of Borrowers, which shall continue to be bound by the provisions of Section 2.3. Each Lender with a US Commitment shall be obligated to settle with Agent (or Swing Lender, as applicable) as provided in Section 2.2(e) (or Section 2.13, as applicable) for the amount of such Lender’s Pro Rata Share of any unintentional Overadvances by Agent (or Swing Lender) to US Borrowers reported to such Lender, any intentional Overadvances to US Borrowers made as permitted under this Section 2.2(d)(ii), and any Overadvances to US Borrowers resulting from the charging to the US Loan Account of interest, fees, or Lender Group Expenses to the extent permitted by Section 2.4(c). Each Lender with a Canadian Commitment shall be obligated to settle with Agent (or Swing Lender, as applicable) as provided in Section 2.2(e) (or Section 2.13, as

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applicable) for the amount of such Lender’s Pro Rata Share of any unintentional Overadvances by Agent (or Swing Lender) to Canadian Borrowers reported to such Lender, any intentional Overadvances to Canadian Borrowers made as permitted under this Section 2.2(d)(ii), and any Overadvances to Canadian Borrowers resulting from the charging to the Canadian Loan Account of interest, fees, or Lender Group Expenses to the extent permitted by Section 2.4(c). Each Lender with a Luxembourg Commitment shall be obligated to settle with Agent (or Swing Lender, as applicable) as provided in Section 2.2(e) (or Section 2.13, as applicable) for the amount of such Lender’s Pro Rata Share of any unintentional Overadvances by Agent (or Swing Lender) to Luxembourg Borrower reported to such Lender, any intentional Overadvances to Luxembourg Borrower made as permitted under this Section 2.2(d)(ii), and any Overadvances to Luxembourg Borrower resulting from the charging to the Luxembourg Loan Account of interest, fees, or Lender Group Expenses to the extent permitted by Section 2.4(c). The Required Lenders may by written notice to Agent revoke the authority of Agent and Swing Lender to make future Overadvances pursuant to this Section 2.2(d) at any time. So long as no Event of Default exists or has occurred and is continuing, Agent shall use reasonable efforts to notify Administrative Borrower of the existence of any Overadvance on or about the date when made.

(iii)Any Protective Advance or Overadvance to Canadian Borrowers or Luxembourg Borrower may be made by Agent or by a Canadian Lender or a Luxembourg Lender, as applicable, in each case which is an Affiliate of Agent. Each Protective Advance and each Overadvance shall be deemed to be a Revolving Loan hereunder that is a Base Rate Loan (other than a Protective Advance or Overadvance made to Luxembourg Borrower which shall be a EURIBOR Rate Loan) and, prior to Settlement therefor, all payments on the Protective Advances shall be payable to Agent (or the Canadian Lender or Luxembourg Lender which made such Protective Advance) solely for its own account. The Protective Advances and Overadvances shall be repayable on demand, be secured by Agent’s Liens, constitute Obligations hereunder, and, subject to the preceding sentence, bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. The ability of Agent to make Protective Advances is separate and distinct from its ability to make Overadvances and its ability to make Overadvances is separate and distinct from its ability to make Protective Advances. For the avoidance of doubt, the limitations on Agent’s ability to make Protective Advances do not apply to Overadvances and the limitations on Agent’s ability to make Overadvances do not apply to Protective Advances. The provisions of this Section 2.2(d) relating to making Protective Advances and Overadvances are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrowers in any way.

(iv)Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, no Overadvance or Protective Advance may be made by Agent if such Revolving Loan would cause (A) the aggregate principal amount of Overadvances and Protective Advances outstanding to exceed an amount equal to ten percent (10%) of the Maximum Credit; (B) the US Revolver Usage (excluding amounts charged to the US Loan Account for interest, fees or Lender Group Expenses) to exceed the US Maximum Credit, (C) the Canadian Revolver Usage (excluding amounts charged to the US Loan Account for interest, fees or Lender Group Expenses) to exceed the Canadian Maximum Credit or (D) the Luxembourg Revolver Usage (excluding amounts charged to the US Loan Account for interest, fees or Lender Group Expenses) to exceed the Luxembourg Maximum Credit.

(e)Settlement. It is agreed that each US Lender’s funded portion of the US Revolving Loans is intended by the Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding US Revolving Loans. It is agreed that each Canadian Lender’s funded portion of the Canadian Revolving Loans is intended by the Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Canadian Revolving Loans. It is agreed that each Luxembourg Lender’s funded

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portion of the Luxembourg Revolving Loans is intended by the Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Luxembourg Revolving Loans. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to the Revolving Loans (including Swing Loans, Overadvances and Protective Advances) shall take place on a periodic basis in accordance with the following provisions:

(i)Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for itself, with respect to the outstanding Protective Advances or Overadvances, and (3) with respect to the Loan Parties’ Collections or payments received, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:00 p.m. on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Revolving Loans (including Swing Loans, Overadvances and Protective Advances) for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.13): (A) if the amount of the Revolving Loans (including Swing Loans, Overadvances and Protective Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans, Overadvances and Protective Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans, Overadvances and Protective Advances), and (B) if the amount of the Revolving Loans (including Swing Loans, Overadvances and Protective Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans and Protective Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. on the Settlement Date transfer in immediately available funds to Agent’s Account, Agent’s Canadian Account or Agent’s Luxembourg Account, as applicable, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans, Overadvances and Protective Advances). Such amounts made available to Agent under clause (B) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans, Overadvances or Protective Advances and, together with the portion of such Swing Loans, Overadvances or Protective Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate.

(ii)In determining whether a Lender’s balance of the Revolving Loans, Swing Loans, and Protective Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the Revolving Loans, Swing Loans, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral.

(iii)Between Settlement Dates, Agent, to the extent Protective Advances or Swing Loans are outstanding, may pay over to Agent or Swing Lender or the Canadian Lender or Luxembourg Lender that is an Affiliate of Agent, as applicable, any Collections or payments

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received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Protective Advances, Overadvances or Swing Loans. Between Settlement Dates, Agent, to the extent no Protective Advances, Overadvances or Swing Loans are outstanding, may pay over to Swing Lender any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to Swing Lender’s Pro Rata Share of the Revolving Loans. If, as of any Settlement Date, Collections or payments of Loan Parties received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Revolving Loans other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a Defaulting Lender if Agent has implemented the provisions of Section 13), to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Protective Advances and Overadvances, and each Lender with respect to the Revolving Loans other than Swing Loans, Overadvances and Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or the Lenders, as applicable.

(iv)Anything in this Section 2.2(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to act in accordance with Section 2.13.

(f)Register. Agent, as a non-fiduciary agent for Borrowers, shall maintain a register (the “Register”) showing the principal amount of (and stated interest on) the Revolving Loans, owing to each Lender, including the Swing Loans owing to Swing Lender, and Protective Advances owing to Agent, the names and addresses of each Lender, and the interests therein of each Lender, from time to time and such register shall, absent manifest error, conclusively be presumed to be correct and accurate. The Register shall include copies of each Assignment and AssumptionAcceptance delivered to the Agent. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

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

2.3.Payments; Reductions of Commitments; Prepayments.

(a)Payments by Borrowers.

(i)Except as otherwise expressly provided herein, all payments by any Borrower shall be made to Agent’s Account, Agent’s Canadian Account or Agent’s Luxembourg Account, as applicable, for the account of the Lender Group and shall be made in immediately available funds, no later than 1:00 p.m. on the date specified herein. Any payment received by Agent later than 1:00 p.m. shall be deemed to have been received on the following Business Day

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and any applicable interest or fee shall continue to accrue until (but not including) such following Business Day.

(ii)Unless Agent receives notice from Administrative Borrower prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

(iii)All payments in respect of the Canadian Obligations of Canadian Loan Parties shall be applied first to Canadian Obligations denominated in the same currency as the payments received and second to the Canadian Obligations denominated in the other currency; provided, that, Agent may, at its option (but is not obligated to), convert such currency received to the currency in which the Canadian Obligations are denominated at the ExchangeSpot Rate calculated by Agent in good faith on such date and Borrowers shall pay the costs of such conversion (or Agent may, at its option, charge such costs to the loan accountLoan Account of any Borrower maintained by such Agent).

(b)Apportionment and Application.

(i)So long as no Application Event has occurred and is continuing and except as otherwise provided herein, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) entitled to such payments and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account or for the separate account of the Issuing Lender) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent, shall be applied (subject to the Term Loan Intercreditor Agreement), so long as no Application Event has occurred and is continuing, to reduce the balance of the Revolving Loans outstanding and, thereafter, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable lawLaw (subject to Section 2.3(b)(vi) and Section 2.3(e)).

(ii)At any time that an Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, subject to the Term Loan Intercreditor Agreement, all payments remitted to Agent in respect of the US Obligations and all proceeds of US Collateral received by Agent shall be applied as follows:

(A)first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents, until paid in full,

(B)second, to pay any fees then due to Agent (in its capacity as Agent and not as Lender) under the Loan Documents until paid in full,

(C)third, to pay interest due in respect of all Protective Advances made for the account of US Loan Parties until paid in full,

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(D)fourth, to pay principal due in respect of all Protective Advances made for the account of US Borrowers until paid in full,

(E)fifth, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the US Lenders under the Loan Documents, until paid in full,

(F)sixth, ratably, to pay any fees then due to any of the US Lenders under the Loan Documents until paid in full,

(G)seventh, to pay interest accrued in respect of the US Swing Loans until paid in full,

(H)eighth, to pay the principal of all US Swing Loans until paid in full,

(I)ninth, ratably, to pay interest accrued in respect of the US Revolving Loans (other than Protective Advances) until paid in full,

(J)tenth, ratably (1) to Agent, for the account of Agent and Lenders, to pay the principal of all US Revolving Loans until paid in full, and (2) to Agent, to be held by Agent, for the benefit of Issuing Lender (and for the ratable benefit of each of the US Lenders that have an obligation to pay to Agent, for the account of the Issuing Lender, a share of each US Letter of Credit Disbursement), as cash collateral in an amount up to one hundred three percent (103%) of the US Letter of Credit Usage (to the extent permitted by applicable lawLaw, such cash collateral shall be applied to the reimbursement of any US Letter of Credit Disbursement as and when such disbursement occurs and, if a US Letter of Credit expires undrawn, the cash collateral held by Agent in respect of such US Letter of Credit shall, during the continuation of an Application Event, to the extent permitted by applicable lawLaw, be reapplied pursuant to this Section 2.3(b)(ii), beginning with clause (A) hereof),

(K)eleventh, to pay any other US Obligations other than Bank Product Obligations,

(L)twelfth, to pay Canadian Obligations other than Bank Product Obligations in the order and priority set forth in clause (iii) below,

(M)thirteenth, to pay Luxembourg Obligations other than Bank Product Obligations in the order and priority set forth in clause (iv) below,

(N)fourteenth, to pay any other US Obligations (, including being paid, ratably, to the Bank Product Providers on account of all amounts then due and payable in respect of Bank Product Obligations, with any balance to be paid to Agent, to be held by Agent, for the ratable benefit of the Bank Product Providers, as cash collateral (which cash collateral may be released by Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement of any amounts due and payable with respect to Bank Product Obligations owed to the applicable Bank Product Provider as and when such amounts first become due and payable and, if and at such time as all such Bank Product Obligations are paid or otherwise satisfied in full, the cash

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collateral held by Agent in respect of such Bank Product Obligations shall be reapplied pursuant to this Section 2.3(b)(ii), beginning with clause (A) hereof),

(O)fifteenth, to pay Canadian Obligations in respect of Bank Product Obligations as set forth in clause (M) of clause (iii) below,

(P)sixteenth, to pay Luxembourg Obligations in respect of Bank Product Obligations as set forth in clause (M) of clause (iv) below, and

(Q)seventeenth, to US Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable lawLaw.

(iii)At any time that an Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, subject to Section 2.3(b)(ix) below, all payments remitted to Agent in respect of the Canadian Obligations and all proceeds of Canadian Collateral received by Agent shall be applied as follows:

(A)first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents, until paid in full,

(B)second, to pay any fees then due to Agent under the Loan Documents until paid in full,

(C)third, to pay interest due in respect of all Protective Advances made for the account of Canadian Borrowers until paid in full,

(D)fourth, to pay the principal of all Protective Advances made for the account of Canadian Borrowers until paid in full,

(E)fifth, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Canadian Lenders under the Loan Documents, until paid in full,

(F)sixth, ratably, to pay any fees then due to any of the Canadian Lenders under the Loan Documents until paid in full,

(G)seventh, to pay interest accrued in respect of the Canadian Swing Loans until paid in full,

(H)eighth, to pay the principal of all Canadian Swing Loans until paid in full,

(I)ninth, ratably, to pay interest accrued in respect of the Canadian Revolving Loans (other than Protective Advances) until paid in full,

(J)tenth, ratably (i) to Agent, for the account of Agent and Canadian Lenders, to pay the principal of all Canadian Revolving Loans until paid in full, and (ii) to Agent, to be held by Agent, for the benefit of Issuing Lender (and for the ratable benefit of each of the Canadian Lenders that have an obligation to pay to Agent, for the account of the Issuing Lender, a share of each Canadian Letter of Credit Disbursement), as cash collateral in an amount up to one hundred three percent (103%) of the Canadian Letter of Credit Usage (to the extent permitted

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by applicable lawLaw, such cash collateral shall be applied to the reimbursement of any Canadian Letter of Credit Disbursement as and when such disbursement occurs and, if a Canadian Letter of Credit expires undrawn, the cash collateral held by Agent in respect of such Canadian Letter of Credit shall, during the continuation of an Application Event, to the extent permitted by applicable lawLaw, be reapplied pursuant to this Section 2.4(b)(iii), beginning with clause (A) hereof),

(K)eleventh, to pay any other Canadian Obligations other than Bank Product Obligations,

(L)twelfth, to pay Luxembourg Obligations other than Bank Product Obligations in the order and priority set forth in clause (iv) below,

(M)thirteenth, to pay any other Canadian Obligations (, including being paid, ratably, to the Bank Product Providers on account of all amounts then due and payable in respect of Bank Product Obligations, with any balance to be paid to Agent, to be held by Agent, for the ratable benefit of the Bank Product Providers, as cash collateral (which cash collateral may be released by Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement of any amounts due and payable with respect to Bank Product Obligations owed to the applicable Bank Product Provider as and when such amounts first become due and payable and, if and at such time as all such Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by Agent in respect of such Bank Product Obligations shall be reapplied pursuant to this Section 2.3(b)(iii), beginning with clause (A) hereof),

(N)fourteenth, to pay Luxembourg Obligations in respect of Bank Product Obligations as set forth in clause (M) of clause (iv) below, and

(O)fifteenth, to Canadian Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable lawLaw.

(iv)At any time that an Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, subject to Section 2.3(b)(ix) below, all payments remitted to Agent in respect of the Luxembourg Obligations and all proceeds of Luxembourg Collateral received by Agent shall be applied as follows:

(A)first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents, until paid in full,

(B)second, to pay any fees then due to Agent under the Loan Documents until paid in full,

(C)third, to pay interest due in respect of all Protective Advances made for the account of Luxembourg Borrower until paid in full,

(D)fourth, to pay the principal of all Protective Advances made for the account of Luxembourg Borrower until paid in full,

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(E)fifth, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Luxembourg Lenders under the Loan Documents, until paid in full,

(F)sixth, ratably, to pay any fees then due to any of the Luxembourg Lenders under the Loan Documents until paid in full,

(G)seventh, to pay interest accrued in respect of the Luxembourg Swing Loans until paid in full,

(H)eighth, to pay the principal of all Luxembourg Swing Loans until paid in full,

(I)ninth, ratably, to pay interest accrued in respect of the Luxembourg Revolving Loans (other than Protective Advances) until paid in full,

(J)tenth, ratably (i) to Agent, for the account of Agent and Luxembourg Lenders, to pay the principal of all Luxembourg Revolving Loans until paid in full, and (ii) to Agent, to be held by Agent, for the benefit of Issuing Lender (and for the ratable benefit of each of the Luxembourg Lenders that have an obligation to pay to Agent, for the account of the Issuing Lender, a share of each Luxembourg Letter of Credit Disbursement), as cash collateral in an amount up to one hundred three percent (103%) of the Luxembourg Letter of Credit Usage (to the extent permitted by applicable lawLaw, such cash collateral shall be applied to the reimbursement of any Luxembourg Letter of Credit Disbursement as and when such disbursement occurs and, if a Luxembourg Letter of Credit expires undrawn, the cash collateral held by Agent in respect of such Luxembourg Letter of Credit shall, during the continuation of an Application Event, to the extent permitted by applicable lawLaw, be reapplied pursuant to this Section 2.4(b)(iv), beginning with clause (A) hereof),

(K)eleventh, to pay any other Luxembourg Obligations other than Bank Product Obligations,

(L)twelfth, to pay Canadian Obligations other than Bank Product Obligations in the order and priority set forth in clause (iii) above,

(M)thirteenth, to pay any other Luxembourg Obligations (, including being paid, ratably, to the Bank Product Providers on account of all amounts then due and payable in respect of Bank Product Obligations, with any balance to be paid to Agent, to be held by Agent, for the ratable benefit of the Bank Product Providers, as cash collateral (which cash collateral may be released by Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement of any amounts due and payable with respect to Bank Product Obligations owed to the applicable Bank Product Provider as and when such amounts first become due and payable and, if and at such time as all such Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by Agent in respect of such Bank Product Obligations shall be reapplied pursuant to this Section 2.3(b)(iv), beginning with clause (A) hereof),

(N)fourteenth, to pay Canadian Obligations in respect of Bank Product Obligations as set forth in clause (M) of clause (iii) above, and

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(O)fifteenth, to Luxembourg Borrower (to be wired to the Designated Account) or such other Person entitled thereto under applicable lawLaw.

(v)Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.2(e).

(vi)In each instance, so long as no Application Event has occurred and is continuing and subject to Section 2.3(e), Section 2.3(b)(i) shall not apply to any payment made by any Borrower to Agent and specified by such Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan Document.

(vii)For purposes of Section 2.3(b)(ii), (iii) or (iv) or Section 2.3(e), “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency Proceeding, default interest, interest on interest, fees and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.

(viii)In the event of a direct conflict between the priority provisions of this Section 2.3 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, if the conflict relates to the provisions of Section 2.13 and this Section 2.3, then the provisions of Section 2.13 shall control and govern, and if otherwise, then the terms and provisions of this Section 2.3 shall control and govern.

(ix)Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents to the contrary, (i) Canadian Loan Parties and Luxembourg Borrower shall not be liable for any US Obligations, (ii) no Liens granted by Canadian Loan Parties or Luxembourg Borrower under any of the Loan Documents shall secure any US Obligations, (iii) no amounts payable on account of the Canadian Obligations or Luxembourg Obligations shall be payable to Agent’s Account, and (iv) no US Obligations shall be charged to the Canadian Loan Account or Luxembourg Loan Account.

(c)Reduction of Commitments.

(i)The US Commitments, the Canadian Commitments and the Luxembourg Commitments shall terminate on the Maturity Date.

(ii)US Borrowers may reduce the US Commitments to an amount not less than the sum of (A) the US Revolver Usage as of such date, plus (B) the principal amount of all US Revolving Loans not yet made as to which a request has been given by Borrowers under Section 2.2(a), plus (C) the amount of all US Letters of Credit not yet issued as to which a request has been given by Borrowers pursuant to Section 2.9(a); provided that at any time the US Commitments are reduced to zero the Canadian Commitments and Luxembourg Commitments shall automatically be reduced to zero.

(iii)Canadian Borrowers may reduce the Canadian Commitments to an amount not less than the sum of (A) the Canadian Revolver Usage as of such date, plus (B) the principal amount of all Canadian Revolving Loans not yet made as to which a request has been

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given by Borrowers under Section 2.2(a), plus (C) the amount of all Canadian Letters of Credit not yet issued as to which a request has been given by Borrowers pursuant to Section 2.9(a).

(iv)Luxembourg Borrower may reduce the Luxembourg Commitments to an amount not less than the sum of (A) the Luxembourg Revolver Usage as of such date, plus (B) the principal amount of all Luxembourg Revolving Loans not yet made as to which a request has been given by Borrowers under Section 2.2(a), plus (C) the amount of all Luxembourg Letters of Credit not yet issued as to which a request has been given by Borrowers pursuant to Section 2.9(a).

(v)Each such reduction shall be in an amount which is not less than $10,000,000, unless the Commitments are being reduced to zero and the amount of the Commitments in effect immediately prior to such reduction are less than $10,000,000, shall be made by providing not less than tenfive (105) Business Days prior written notice (or such shorter period as agreed to by Agent) to Agent, which notice shall specify whether such reduction is in respect of the US Commitments, the Canadian Commitments or the Luxembourg Commitments and shall be irrevocable. Once reduced, the Commitments may not be increased. Each such reduction of the Commitments shall reduce the Commitments of each Lender proportionately in accordance with its ratable share thereof.

(d)Optional Prepayments. Borrowers may prepay the principal of any Revolving Loan at any time in whole or in part, without premium or penalty (other than breakage and related costs associated with LIBOR Rate Loans and BA Funding Losses).

(e)Mandatory Prepayments.

(i)Borrowing Base. If, at any time, (A) the US Revolver Usage on such date exceeds the lesser of the US Borrowing Base or the US Maximum Credit, (B) the Canadian Revolver Usage on such date exceeds the lesser of the Canadian Borrowing Base or the Canadian Maximum Credit or (C) the Luxembourg Revolver Usage on such date exceeds the lesser of the Luxembourg Borrowing Base or the Luxembourg Maximum Credit (any such excess being referred to as the “Overadvance”), then the US Borrowers, Canadian Borrowers or Luxembourg Borrower, as applicable, shall promptly, but in any event, within one (1) Business Day, prepay the Obligations in accordance with Section 2.3(f) in an aggregate amount equal to any such excess, as applicable, except as otherwise provided in Section 2.2(d). Notwithstanding anything to the contrary set forth in this Agreement or any of the other Loan Documents, Administrative Borrower and the other Borrowers shall not request, and Agent and Lenders shall not be required to make or provide, Revolving Loans or Letters of Credit, at any time that there exists an Overadvance (but without limiting the obligations of Lenders to have participations or to settle in respect of Overadvances or Protective Advances permitted hereunder).

(ii)Indebtedness. Subject to the Term Loan Intercreditor Agreement, at any time during a Cash Dominion Event, within one (1) Business Day of the date of incurrence by any Loan Party of any Indebtedness (other than Permitted Indebtedness), Borrowers shall prepay the outstanding principal amount of the Obligations in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by such Person in connection with such incurrence. The provisions of this Section 2.3(e)(ii) shall not be deemed to constitute consent to any such incurrence otherwise prohibited by the terms and conditions of this Agreement.

(iii)Reserved.

(iv) Proceeds of Life Insurance Policies. Within one (1) Business Day of the date of receipt by any Loan Party, any of its Subsidiaries, or Agent of any proceeds of any

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Eligible Life Insurance Policy, whether such proceeds are received as a result of the death of a Person covered thereby, the surrender and termination of such policy, a policy loan taken out under such policy, or otherwise, 100% of such proceeds shall be used first to prepay the outstanding principal amount of the Obligations and second, subject to the terms of any applicable Life Insurance Assignment, any additional proceeds shall be returned to the Borrowers. The provisions of this Section 2.3(e)(iv) shall not be deemed to constitute consent to any action otherwise prohibited by the terms and conditions of this Agreement.

(iv)Reserved.

(v)Cash Dominion Event; Luxembourg Cash Dominion Event.

(A)Upon the occurrence and during the continuance of a Cash Dominion Event, subject to the Term Loan Intercreditor Agreement, Borrowers will apply the proceeds of Collateral and Collections to the Obligations as set forth in Section 2.3(b)(i) with (A) proceeds of Collateral and Collections of US Loan Parties applied first to US Revolving Loans until paid in full, second to Canadian Revolving Loans until paid in full and third to Luxembourg Revolving Loans and (B) proceeds of Collateral and Collections of Canadian Loan Parties applied first to Canadian Revolving Loans until paid in full and second to Luxembourg Revolving Loans, or if applicable, pursuant to Section 2.3(b)(ii) or Section 2.3(b)(iii).

(B)Upon the occurrence and during the continuance of a Luxembourg Cash Dominion Event, Borrowers will apply the proceeds of Collateral and Collections of Luxembourg Borrower to the Luxembourg Obligations as set forth in Section 2.3(b)(i) first to the Luxembourg Revolving Loans until paid in full and second to Canadian Revolving Loans, or if applicable, pursuant to Section 2.3(b)(iv).

(vi)Generally. The mandatory prepayments required under Section 2.3(e) shall not result in a permanent reduction in the Commitments.

2.4.Interest Rates: Rates, Payments, and Calculations.

(a)Interest Rates. Except as provided in Section 2.4(b), all Obligations (except for undrawn Letters of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest on the Daily Balance thereof as follows:

(i)if the relevant Obligation is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR Rate plus the Applicable Margin for LIBOR Rate Loans,

(ii)if the relevant Obligation is a BA Rate Loan, at a rate per annum equal to the BA Rate plus the Applicable Margin for BA Rate Loans,

(iii)if the relevant Obligation is a EURIBOR Rate Loan, at a rate per annum equal to EURIBOR plus the Applicable Margin for EURIBOR Rate Loans,

(iv)if the relevant Obligation is a Base Rate Loan, at a rate per annum equal to the Base Rate plus the Applicable Margin for the Base Rate Loans, and

(v)otherwise, at a per annum rate equal to the Base Rate plus the Applicable Margin for Base Rate Loans.

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(b)Default Rate. If all or a portion of (i) the principal amount of any Loan, or (ii) any interest payable thereon or any other amount payable hereunder, shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall (y) automatically upon the occurrence and during the continuation of an Event of Default under Section 8.6, and (z) upon the occurrence and during the continuation of any other Event of Default (other than an Event of Default under Section 8.6), upon the written direction of Agent or the Required Lenders bear interest at a rate per annum that is (A) in the case of overdue principal of any Loan, the rate that would otherwise be applicable thereto plus two percentage points per annum, (B) in the case of any other overdue amount, including overdue interest, but excluding overdue Letter of Credit fees, to the extent permitted by applicable Law, the rate described in Section 2.4(a)(v) plus two percentage points per annum, and (C) in the case of overdue Letter of Credit fees, the rate described in Section 2.8(b) plus two percentage points per annum, in each case, from the date of such non-payment to the date on which such amount is paid in full (after as well as before judgment).

(b) Default Rate. Upon the occurrence and during the continuation of an Event of Default and at the written election of the Required Lenders,

(i) all Obligations (except for undrawn Letters of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall, upon two (2) Business Days’ prior written notice by Agent to Administrative Borrower, bear interest on the Daily Balance thereof at a per annum rate equal to two (2) percentage points above the per annum rate otherwise applicable thereunder, and

(ii) the Letter of Credit fee provided for in Section 2.8(b) shall, upon two (2) Business Days’ prior written notice by Agent to Administrative Borrower, be increased to two (2) percentage points above the per annum rate otherwise applicable hereunder.

(c)Payment. (i) Except to the extent expressly provided to the contrary, all interest (including interest on EURIBOR Rate Loans) and all fees (other than Letter of Credit fees payable hereunder and all fronting fees and all commissions, other fees, charges and expenses provided for in Section 2.9(i)) payable hereunder or under any of the other Loan Documents and all costs and expenses payable hereunder or under any of the other Loan Documents shall be due and payable, in arrears, on the first day of each month at any time that Obligations or Commitments are outstanding, and (ii) all Letter of Credit fees payable hereunder, and all fronting fees and all commissions, other fees, charges and expenses provided for in Section 2.9(i) shall be due and payable, in arrears, on the first Business Day of each month. Each Borrower hereby authorizes Agent to (i) without prior notice, charge to the Loan Account all interest and recurring fees when due and payable hereunder or under any of the other Loan Documents or (ii) charge to the Loan Account costs, expenses and other amounts when due and payable, upon two (2) Business Days’ prior notice to Administrative Borrower, provided, that such notice shall not be required at any time during a Cash Dominion Event. All such items properly charged to (i) the US Loan Account shall thereupon constitute US Revolving Loans hereunder and shall initially accrue interest at the rate then applicable to US Revolving Loans that are Base Rate Loans (unless and until converted into LIBOR Rate Loans in accordance with the terms of this Agreement), (ii) the Canadian Loan Account shall thereupon constitute Canadian Revolving Loans hereunder and shall initially accrue interest at the rate applicable to Canadian Revolving Loans that are Base Rate Loans (unless and until converted into LIBOR Rate Loans or BA Rate Loans, as applicable, in accordance with the terms of this Agreement) or (iii) the Luxembourg Loan Account shall thereupon constitute Luxembourg Revolving Loans hereunder and shall accrue interest at the rate applicable to Luxembourg Revolving Loans that are EURIBOR Rate Loans.

(d)Computation. Interest and fees shall be calculated on the basis of (i) in the case of LIBOR Rate Loans, EURIBOR Rate Loans and fees, a three hundred sixty (360) day year, (ii) in the

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case of BA Rate Loans, a three hundred and sixty-five (365) day year, and (iii) in the case of Base Rate Loans, a three hundred and sixty-five (365) or three hundred and sixty-six (366) day year, as applicable, and in each case based on actual days elapsed. The interest rate on non-contingent Obligations (other than LIBOR Rate Loans, EURIBOR Rate Loans and BA Rate Loans) shall increase or decrease by an amount equal to each increase or decrease in the Base Rate effective on the date any change in such Base Rate is effective. For purposes of disclosure under the Interest Act (Canada), where interest is calculated pursuant hereto at a rate based upon a year of three hundred sixty (360), three hundred and sixty-five (365) or three hundred and sixty-six (366) days, as the case may be (the “First Rate”), the rate or percentage of interest on a yearly basis is equivalent to such First Rate multiplied by the actual number of days in the year divided by three hundred sixty (360), three hundred and sixty-five (365) or three hundred and sixty-six (366), as the case may be.

(e)Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Each Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, that, anything contained herein to the contrary notwithstanding, if such rate or rates of interest or manner of payment exceeds the maximum allowable under applicable lawLaw, then, ipso facto, as of the date of this Agreement, Borrowers are and shall be liable only for the payment of such maximum amount as is allowed by law, and payment received from Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.

2.5.Crediting Payments. The receipt of any payment item by Agent shall not be considered a payment on account unless such payment item is a wire transfer of immediately available federal funds made to Agent’s Account, Agent’s Canadian Account or Agent’s Luxembourg Account, as applicable, or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when presented for payment, then Borrowers shall be deemed not to have made such payment and interest shall be calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by Agent only if it is received into Agent’s Account, Agent’s Canadian Account or Agent’s Luxembourg Account, as applicable, on a Business Day on or before 1:00 p.m. If any payment item is received into Agent’s Account, Agent’s Canadian Account or Agent’s Luxembourg Account, as applicable, on a non-Business Day or after 1:00 p.m. on a Business Day, it shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day.

2.6.Designated Account. Agent is authorized to make the Revolving Loans, and Issuing Lender is authorized to issue the Letters of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person and reasonably believed by Agent to be an Authorized Person or, without instructions, if pursuant to Section 2.4(c). Borrowers agree to establish and maintain the Designated Account with the Designated Account Bank for the purpose of receiving the proceeds of the Revolving Loans requested by Borrowers and made by Agent or the Lenders hereunder. Unless otherwise agreed by Agent and Borrowers, any Revolving Loan or Swing Loan requested by Borrowers and made by Agent or the Lenders hereunder shall be made to the Designated Account.

2.7.Maintenance of Loan Account; Statements of Obligations. Agent shall maintain an account on its books in the name of US Borrowers (the “US Loan Account”) on which US Borrowers will be charged with all US Revolving Loans (including Protective Advances, Overadvances and Swing Loans) made by Agent, Swing Lender, or the Lenders to US Borrowers or for US Borrowers’ account, the US Letters of Credit issued or arranged by Issuing Lender for US Borrowers’ account, and with all other

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payment Obligations hereunder or under the other Loan Documents due and owing by US Loan Parties, including, accrued interest, fees and expenses, and Lender Group Expenses. Agent shall maintain an account on its books in the name of Canadian Borrowers (the “Canadian Loan Account”) on which Canadian Borrowers will be charged with all Canadian Revolving Loans (including Protective Advances and Overadvances) made by Agent or the Lenders to Canadian Borrowers or for Canadian Borrowers’ account, the Canadian Letters of Credit issued or arranged by Issuing Lender for Canadian Borrowers’ account, and with all other payment Obligations hereunder or under the other Loan Documents due and owing by Canadian Loan Parties, including, accrued interest, fees and expenses, and Lender Group Expenses. Agent shall maintain an account on its books in the name of Luxembourg Borrower (the “Luxembourg Loan Account”) on which Luxembourg Borrower will be charged with all Luxembourg Revolving Loans (including Protective Advances and Overadvances) made by Agent or the Lenders to Luxembourg Borrower or for Luxembourg Borrower’s account, the Luxembourg Letters of Credit issued or arranged by Issuing Lender for Luxembourg Borrower’s account, and with all other payment Obligations hereunder or under the other Loan Documents due and owing by Luxembourg Borrower, including, accrued interest, fees and expenses, and Lender Group Expenses. In accordance with Section 2.5, the US Loan Account shall be credited with all payments received by Agent from US Borrowers or for any US Borrower’s account, the Canadian Loan Account shall be credited with all payments received by Agent from Canadian Borrowers or for any Canadian Borrower’s account, and the Luxembourg Loan Account shall be credited with all payments received by Agent from Luxembourg Borrower or for Luxembourg Borrower’s account. Agent shall render monthly statements regarding the Loan Account to Borrowers, including principal, interest, fees, Overadvances and Protective Advances and including an itemization of all charges and expenses constituting Lender Group Expenses owing, and such statements, absent manifest error, shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrowers and the Lender Group unless, within thirty (30) days after receipt thereof by Borrowers, Borrowers shall deliver to Agent written objection thereto describing the error or errors contained in any such statements.

2.8.Fees.

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

(b)Letter of Credit Fee. Borrowers shall pay Agent (for the ratable benefit of the Lenders) a Letter of Credit fee (in addition to the charges, commissions, fees, and costs set forth in Section 2.9(i)) which shall accrue at a per annum rate equal to the Applicable Margin for LIBOR Rate Loans, BA Rate Loans or EURIBOR Rate Loans, as applicable, times the Daily Balance of the undrawn amount of all outstanding Letters of Credit.

(c)Unused Line Fee. US Borrowers shall pay to Agent, for the account of Lenders, a monthly unused line fee payable in arrears on the first day of each month and on the Payoff Date, as follows:

(i)if Monthly Average Excess Availability is greater than 50% of the Maximum Credit, in an amount equal to 0.30% per annum multiplied by (A) the aggregate amount of the Maximum Credit minus (B) the average Daily Balance of the US Revolver Usage (other than Swing Loans) plus the Canadian Revolver Usage during the immediately preceding calendar month (or portion thereof) plus the Luxembourg Revolver Usage during the immediately preceding calendar month (or portion thereof)., and

(ii)if Monthly Average Excess Availability is less than or equal to 50% of the Maximum Credit, in an amount equal to 0.25% per annum multiplied by (A) the aggregate amount of the Maximum Credit minus (B) the average Daily Balance of the US Revolver Usage

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(other than Swing Loans) plus the Canadian Revolver Usage during the immediately preceding calendar month (or portion thereof) plus the Luxembourg Revolver Usage during the immediately preceding calendar month (or portion thereof).

2.9.Letters of Credit.

(a)Subject to the terms and conditions of this Agreement, upon the request of Administrative Borrower made in accordance herewith, and prior to the Maturity Date, the Issuing Lender agrees to issue, or to cause an Underlying Issuer (including, as Issuing Lender’s agent) to issue, a requested standby Letter of Credit or commercial Letter of Credit for the account of any Borrower, which Letter of Credit may be related to the business of any Subsidiary of Parent; provided, that, to the extent a Letter of Credit is for the benefit of, or in connection with, the business of a Non-Loan Party (other than in the case of a Letter of Credit for the benefit of the business of Parent and its Subsidiaries generally), as of the date of the issuance of such Letter of Credit and after giving effect thereto, (i) the Borrower for whose account the Letter of Credit is issued would be permitted to make a Permitted Investment in such Non-Loan Party under clause (d)(ii)(D) of the definition of Permitted Investments, such that all of the conditions set forth in clause (d)((ii)(D) of the definition of Permitted Investments shall be satisfied as to any such Letter of Credit, treating such Letter of Credit as a Permitted Investment for this purpose (except for the conditions in clauses (2) and (4) of such clause (d)(ii)(D)), and (ii) the sum of (A) the aggregate amount of all such Letters of Credit, plus (B) the maximum amount of the liability of Parent and the Restricted Subsidiaries under all guarantees of leases of Non-Loan Parties under clause (j) of the definition of Permitted Investments, shall not exceed $50,000,000 outstanding at any one time. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, irrespective of whether in writing, a “Reimbursement Undertaking”) with respect to Letters of Credit issued by such Underlying Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (it being expressly acknowledged and agreed by each Borrower that Borrowers are and shall be deemed to be applicants (within the meaning of Section 5102(a)(2) of the Code) with respect to each Underlying Letter of Credit). Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be (1) irrevocable and made in writing by an Authorized Person, and delivered to Agent and the Issuing Lender via hand delivery, telefacsimile, or other electronic method of transmission reasonably acceptable to the Issuing Lender and reasonably in advance of the requested date of issuance, amendment, renewal, or extension, and (2) subject to Issuing Lender’s authentication procedures. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and (i) shall specify (A) the amount of such Letter of Credit and whether such Letter of Credit shall be a US Letter of Credit, a Canadian Letter of Credit or a Luxembourg Letter of Credit, (B) in the case of a Canadian Letter of Credit, whether such Canadian Letter of Credit shall be denominated in US Dollars or Canadian Dollars, (C) the date of issuance, amendment, renewal, or extension of such Letter of Credit, (D) the proposed expiration date of such Letter of Credit, (E) the name and address of the beneficiary of the Letter of Credit, and (F) such other information (including, the conditions of drawing, and in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit, and (ii) shall be accompanied by such Issuer Documents as the Issuing Lender may request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Lender generally requests for Letters of Credit in similar circumstances. Issuing Lender’s records of the content of any such request will be conclusive absent manifest error. Each US Letter of Credit shall

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be denominated in US Dollars. Anything contained herein to the contrary notwithstanding, the Issuing Lender shall not be required to issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, that supports the obligations of a Loan Party in respect of a lease of Real Property or an employment contract, (a) in the case of a Letter of Credit in connection with such a lease, in an amount greater than the amount equal to (A) the amount of rent under such lease, without acceleration, for the greater of (1) one year or (2) the amount equal to fifteen percent (15%) of the rent for the then remaining term of such lease, but not to exceed three (3) years, minus (B) the amount of any cash or other collateral to secure the obligations of a Loan Party in respect of such lease and (b) in the case of a Letter of Credit in connection with an employment contract, in an amount greater than the compensation provided by such contract, without acceleration, for a one year period.

(b)The Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested issuance:

(i)the US Letter of Credit Usage would exceed the US Borrowing Base less the outstanding amount of US Revolving Loans (including Swing Loans),

(ii)the US Letter of Credit Usage would exceed $50,000,000 minus the sum of the amount of Canadian Letter of Credit Usage and the amount of Luxembourg Letter of Credit Usage at such time,

(iii)the US Letter of Credit Usage would exceed the US Maximum Credit less the outstanding amount of US Revolving Loans (including Swing Loans),

(iv)the Canadian Letter of Credit Usage would exceed the Canadian Borrowing Base less the outstanding amount of Canadian Revolving Loans,

(v)the Canadian Letter of Credit Usage would exceed $5,000,000,

(vi)the Canadian Letter of Credit Usage would exceed the Canadian Maximum Credit less the outstanding amount of Canadian Revolving Loans,

(vii)the Luxembourg Letter of Credit Usage would exceed the Luxembourg Borrowing Base less the outstanding amount of Luxembourg Revolving Loans,

(viii)the Luxembourg Letter of Credit Usage would exceed $5,000,000, or

(ix)the Luxembourg Letter of Credit Usage would exceed the Luxembourg Maximum Credit less the outstanding amount of Luxembourg Revolving Loans.

(c)In the event there is a Defaulting Lender as of the date of any request for the issuance of a Letter of Credit, Issuing Lender shall not be required to issue or arrange for such Letter of Credit to the extent (i) the Defaulting Lender’s Letter of CreditFronting Exposure with respect to such Letter of Credit may not be reallocated pursuant to Section 2.13(a)(iv), or (ii) Issuing Lender has not otherwise entered into arrangements reasonably satisfactory to it and Borrowers to eliminate Issuing Lender’s risk with respect to the participation in such Letter of Credit of the Defaulting Lender, which arrangements may include Borrowers cash collateralizing such Defaulting Lender’s Letter of CreditFronting Exposure in accordance with Section 2.13(a)(v). Additionally, Issuing Lender shall have no obligation to issue or extend a Letter of Credit if (A) any order, judgment, or decree of any Governmental Authority or arbitrator shall, by its terms, purport to enjoin or restrain Issuing Lender from issuing such Letter of Credit, or any law applicable to Issuing Lender or any request or directive (whether

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or not having the force of law) from any Governmental Authority with jurisdiction over Issuing Lender shall prohibit or request that Issuing Lender refrain from the issuance of letters of credit generally or such Letter of Credit in particular, or (B) the issuance of such Letter of Credit would violate one or more policies of Issuing Lender applicable to letters of credit generally.

(d)Any Issuing Lender (other than Wells Fargo or any of its Affiliates) shall notify Agent in writing no later than the Business Day prior to the Business Day on which such Issuing Lender issues any Letter of Credit. In addition, each Issuing Lender (other than Wells Fargo or any of its Affiliates) shall, on the first Business Day of each week, submit to Agent a report detailing the daily undrawn amount of each Letter of Credit issued by such Issuing Lender during the prior calendar week. Borrowers and the Lender Group hereby acknowledge and agree that all Existing Letters of Credit shall constitute US Letters of Credit, Canadian Letters of Credit or Luxembourg Letters of Credit (as applicable) under this Agreement on and after the Effective Date with the same effect as if such Existing Letters of Credit were issued by Issuing Lender or an Underlying Issuer at the request of US Borrowers, Canadian Borrowers or Luxembourg Borrower (as applicable) on the Effective Date. Without limiting any of their respective rights or remedies, the Issuing Lender with respect to any such Existing Letter of Credit, and Agent and the other Lenders, shall have recourse to (a) Parent in connection with such Existing Letters of Credit that are US Letters of Credit to the same extent as if Parent had been the original applicant and/or account party with respect thereto, (b) Canadian Borrowers in connection with such Existing Letters of Credit that are Canadian Letters of Credit to the same extent as if Canadian Borrowers had been the original applicants and/or account parties with respect thereto and (c) Luxembourg Borrower in connection with such Existing Letters of Credit that are Luxembourg Letters of Credit to the same extent as if Luxembourg Borrower had been the original applicants and/or account parties with respect thereto. Each Letter of Credit shall be in form and substance reasonably acceptable to the Issuing Lender. If Issuing Lender makes a payment under a US Letter of Credit or an Underlying Issuer makes a payment under a US Underlying Letter of Credit, US Borrowers shall pay to Agent an amount equal to the applicable US Letter of Credit Disbursement on (i) the date such US Letter of Credit Disbursement is made, if Administrative Borrower has received notice of such US Letter of Credit Disbursement prior to 11:00 a.m. on such date, or (ii) the next Business Day if such notice is not received prior to 11:00 a.m. on such date and in the absence of such payment, the amount of the US Letter of Credit Disbursement immediately and automatically shall be deemed to be a US Revolving Loan hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3) and, initially, unless later converted to LIBOR Rate Loans shall bear interest at the rate then applicable to US Revolving Loans that are Base Rate Loans. If Issuing Lender makes a payment under a Canadian Letter of Credit or an Underlying Issuer makes a payment under a Canadian Underlying Letter of Credit, Canadian Borrowers shall pay to Agent an amount equal to the applicable Canadian Letter of Credit Disbursement on (i) the date such Canadian Letter of Credit Disbursement is made, if Administrative Borrower has received notice of such Canadian Letter of Credit Disbursement prior to 11:00 a.m. on such date, or (ii) the next Business Day if such notice is not received prior to 11:00 a.m. on such date and, in the absence of such payment on the date when due, the amount of the Canadian Letter of Credit Disbursement immediately and automatically shall be deemed to be a Canadian Revolving Loan hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3), made in the currency in which such Letter of Credit was issued to the applicable Canadian Borrower acting as applicant for such Letter of Credit and, initially, unless later converted to BA Rate Loans, shall bear interest at the rate then applicable to Canadian Revolving Loans that are Base Rate Loans. If Issuing Lender makes a payment under a Luxembourg Letter of Credit or an Underlying Issuer makes a payment under a Luxembourg Underlying Letter of Credit, Luxembourg Borrower shall pay to Agent an amount equal to the applicable Luxembourg Letter of Credit Disbursement on (i) the date such Luxembourg Letter of Credit Disbursement is made, if Administrative Borrower has received notice of such Luxembourg Letter of Credit Disbursement prior to 11:00 a.m. on such date, or (ii) the next Business Day if such notice is not received prior to 11:00 a.m. on such date and, in the absence of such payment on the date when due, the amount of the Luxembourg Letter of Credit Disbursement immediately and

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automatically shall be deemed to be a Luxembourg Revolving Loan hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3) and shall bear interest at the rate then applicable to Luxembourg Revolving Loans that are EURIBOR Rate Loans. If a Letter of Credit Disbursement is deemed to be a Revolving Loan hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3), Borrowers’ obligation to pay the amount of such Letter of Credit Disbursement to Issuing Lender shall be automatically converted into an obligation to pay the resulting Revolving Loan. Promptly following receipt by Agent of any payment from Borrowers pursuant to this paragraph, Agent shall distribute such payment to the Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.9(d) to reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as their interests may appear.

(e)Promptly following receipt of a notice of a US Letter of Credit Disbursement pursuant to Section 2.9(d), each Lender with a US Commitment agrees to fund its Pro Rata Share of any US Revolving Loan deemed made pursuant to Section 2.9(d) on the same terms and conditions as if Borrowers had requested the amount thereof as a Revolving Loan and Agent shall promptly pay to Issuing Lender the amounts so received by it from the Lenders. By the issuance of a US Letter of Credit or a Reimbursement Undertaking related thereto (or an amendment, renewal or extension of a US Letter of Credit or a Reimbursement Undertaking related thereto) and without any further action on the part of the Issuing Lender or the Lenders with Commitments, the Issuing Lender shall be deemed to have granted to each Lender with a US Commitment, and each Lender with a US Commitment shall be deemed to have purchased, a participation in each US Letter of Credit issued by Issuing Lender and each Reimbursement Undertaking related thereto, in an amount equal to its Pro Rata Share of such US Letter of Credit or Reimbursement Undertaking, and each such Lender agrees to pay to Agent, for the account of the Issuing Lender, such Lender’s Pro Rata Share of any US Letter of Credit Disbursement made by Issuing Lender or an Underlying Issuer under the applicable US Letter of Credit. In consideration and in furtherance of the foregoing, each Lender with a US Commitment hereby absolutely and unconditionally agrees to pay to Agent, for the account of the Issuing Lender, such Lender’s Pro Rata Share of each US Letter of Credit Disbursement made by Issuing Lender or an Underlying Issuer and not reimbursed by Borrowers on the date due as provided in Section 2.9(d), or of any reimbursement payment required to be refunded (or that Agent or Issuing Lender elects, based upon the advice or counsel to refund) to US Borrowers for any reason. Promptly following receipt of a notice of a Canadian Letter of Credit Disbursement pursuant to Section 2.9(d), each Lender with a Canadian Commitment agrees to fund its Pro Rata Share of any Canadian Revolving Loan deemed made pursuant to Section 2.9(d) on the same terms and conditions as if Borrowers had requested the amount thereof as a Revolving Loan and Agent shall promptly pay to Issuing Lender the amounts so received by it from the Lenders. By the issuance of a Canadian Letter of Credit or a Reimbursement Undertaking related thereto (or an amendment, renewal or extension of a Letter of Credit or a Reimbursement Undertaking related thereto) and without any further action on the part of the Issuing Lender or the Lenders with Canadian Commitments, the Issuing Lender shall be deemed to have granted to each Lender with a Canadian Commitment, and each Lender with a Canadian Commitment shall be deemed to have purchased, a participation in each Canadian Letter of Credit issued by Issuing Lender and each Reimbursement Undertaking related thereto, in an amount equal to its Pro Rata Share of such Canadian Letter of Credit or Reimbursement Undertaking related thereto, and each such Canadian Lender agrees to pay to Agent, for the account of the Issuing Lender, such Lender’s Pro Rata Share of any Canadian Letter of Credit Disbursement made by Issuing Lender or an Underlying Issuer under the applicable Canadian Letter of Credit. In consideration and in furtherance of the foregoing, each Lender with a Canadian Commitment hereby absolutely and unconditionally agrees to pay to Agent, for the account of the Issuing Lender, an amount in the applicable currency equal to such Lender’s Pro Rata Share of each Canadian Letter of Credit Disbursement made by Issuing Lender or an Underlying Issuer and not reimbursed by Borrowers on the date due as provided in Section 2.9(d), or of any reimbursement payment required to be refunded (or that Agent or Issuing Lender elects, based upon the advice or counsel to refund) to Canadian Borrowers for any reason. Promptly following receipt of a notice of a Luxembourg Letter of Credit Disbursement pursuant to Section 2.9(d), each Lender with a

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Luxembourg Commitment agrees to fund its Pro Rata Share of any Luxembourg Revolving Loan deemed made pursuant to Section 2.9(d) on the same terms and conditions as if Borrowers had requested the amount thereof as a Revolving Loan and Agent shall promptly pay to Issuing Lender the amounts so received by it from the Lenders. By the issuance of a Luxembourg Letter of Credit or a Reimbursement Undertaking related thereto (or an amendment, renewal or extension of a Letter of Credit or a Reimbursement Undertaking related thereto) and without any further action on the part of the Issuing Lender or the Lenders with Luxembourg Commitments, the Issuing Lender shall be deemed to have granted to each Lender with a Luxembourg Commitment, and each Lender with a Luxembourg Commitment shall be deemed to have purchased, a participation in each Luxembourg Letter of Credit issued by Issuing Lender and each Reimbursement Undertaking related thereto, in an amount equal to its Pro Rata Share of such Luxembourg Letter of Credit or Reimbursement Undertaking related thereto, and each such Luxembourg Lender agrees to pay to Agent, for the account of the Issuing Lender, such Lender’s Pro Rata Share of any Luxembourg Letter of Credit Disbursement made by Issuing Lender or an Underlying Issuer under the applicable Luxembourg Letter of Credit. In consideration and in furtherance of the foregoing, each Lender with a Luxembourg Commitment hereby absolutely and unconditionally agrees to pay to Agent, for the account of the Issuing Lender, such Lender’s Pro Rata Share of each Luxembourg Letter of Credit Disbursement made by Issuing Lender or an Underlying Issuer and not reimbursed by Borrowers on the date due as provided in Section 2.9(d), or of any reimbursement payment required to be refunded (or that Agent or Issuing Lender elects, based upon the advice or counsel to refund) to Luxembourg Borrower for any reason. Each Lender with a Commitment acknowledges and agrees that its obligation to deliver to Agent, for the account of the Issuing Lender, an amount in the applicable currency equal to its respective Pro Rata Share of each Letter of Credit Disbursement pursuant to this Section 2.9(e) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3. If any such Lender fails to make available to Agent the amount of such Lender’s Pro Rata Share of a Letter of Credit Disbursement as provided in this Section, such Lender shall be deemed to be a Defaulting Lender and Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in full.

(f)Each Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group and each Underlying Issuer including Issuing Lender and its branches, Affiliates, and correspondents) and each such Person’s respective directors, officers, employees, attorneys and agents harmless from any damage, loss, cost, expense, or liability (other than Taxes, which shall be governed by Section 16), and reasonable and documented attorneys’ fees of (i) one US counsel to Agent, (ii) one Canadian counsel to Agent, (iii) one Luxembourg counsel to Agent, (iv) one regulatory counsel to Agent (if necessary) and (v) one local counsel in each appropriate jurisdiction selected by Agent (if necessary) and, if an Event of Default has occurred and is continuing (and such additional counsel is necessary as a result of conflicts of interest), one additional counsel to the Lender Group or any Underlying Issuer arising out of or in connection with any Reimbursement Undertaking or any Letter of Credit; provided, that, (i) no Borrower shall be obligated hereunder to indemnify the Lender Group, Issuing Lender or any Underlying Issuer for any loss, cost, expense, or liability that results from the bad faith, gross negligence or willful misconduct of the Issuing Lender, any other member of the Lender Group, or any Underlying Issuer as determined pursuant to a final, non-appealable order of a court of competent jurisdiction and (ii) Canadian Borrowers and Luxembourg Borrower shall not be obligated to indemnify for any such loss, cost, expense or liability arising under or in connection with a US Letter of Credit. Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Letter of Credit or by Issuing Lender’s interpretations of any Reimbursement Undertaking, and each Borrower agrees that none of the Issuing Lender, any other member of the Lender Group, or any Underlying Issuer shall be liable for any error, negligence, or mistake, whether of omission or commission, in following any Borrower’s instructions or those in the Letter of Credit or any modifications, amendments, or supplements thereto, except to the extent resulting from the bad faith, gross negligence or willful misconduct of such person as

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determined pursuant to a final, non-appealable order of a court of competent jurisdiction. Each Borrower understands that the Reimbursement Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by a Borrower against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold Issuing Lender and the other members of the Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys’ fees and expenses), or liability (other than Taxes, which shall be governed by Section 16) incurred by them as a result of the Issuing Lender’s indemnification of an Underlying Issuer; provided, that, (i) no Borrower shall be obligated hereunder to indemnify any such person for any such loss, cost, expense, or liability to the extent that it is caused by the bad faith, gross negligence or willful misconduct of such person as determined pursuant to a final, non-appealable order of a court of competent jurisdiction and (ii) Canadian Borrowers and Luxembourg Borrower shall not be obligated to indemnify for any such loss, cost, expense or liability arising under or in connection with a US Letter of Credit. Each Borrower hereby acknowledges and agrees that none of the Issuing Lender, any other member of the Lender Group, or any Underlying Issuer shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any Letter of Credit.

(g)The obligation of Borrowers to reimburse the Issuing Lender for each drawing under each Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

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

(ii)the existence of any claim, counterclaim, setoff, defense or other right that Parent or any of its Subsidiaries may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee maybe acting), the Issuing Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction,

(iii)any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit,

(iv)any payment by the Issuing Lender under such Letter of Credit against presentation of a draft or certificate that does not substantially or strictly comply with the terms of such Letter of Credit (including, without limitation, any requirement that presentation be made at a particular place or by a particular time of day), or any payment made by the Issuing Lender under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit,

(v)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or discharge of, Borrowers or any of their Subsidiaries, or

(vi)any adverse change in the relevant exchange rates or in the availability of the relevant currency to any Borrower or any Subsidiary or in the relevant currency markets generally, or

(vii)(vi) any Event of Default shall have occurred and be continuing.

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(h)Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application.

(i)Borrowers shall pay to the Issuing Lender, for its own account, a fronting fee equal to one quarter of one percent (0.25(0.125%) per annum, which fee shall be paid monthly in arrears on the first Business Day of each month. Each Borrower acknowledges and agrees that any and all issuance charges, usage charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit shall be Lender Group Expenses for purposes of this Agreement and shall be reimbursable promptly, but in any event, within one (1) Business Day by Borrowers to Agent for the account of the Issuing Lender.

(j)If by reason of (i) any Change in Law, or (ii) compliance by the Issuing Lender, any other member of the Lender Group, or Underlying Issuer with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):

(i)any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued or caused to be issued hereunder or hereby, or

(ii)there shall be imposed on the Issuing Lender, any other member of the Lender Group, or Underlying Issuer any other condition regarding any Letter of Credit or Reimbursement Undertaking,

and the result of the foregoing is to increase, directly or indirectly, the cost to the Issuing Lender, any other member of the Lender Group, or an Underlying Issuer of issuing, making, participating in, or maintaining any Reimbursement Undertaking or Letter of Credit or to reduce the amount receivable in respect thereof, then, and in any such case, Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers shall pay within thirty (30) days after demand therefor, such amounts as Agent may specify to be necessary to compensate the Issuing Lender, any other member of the Lender Group, or an Underlying Issuer for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder; provided, that, (A) no Borrower shall be required to provide any compensation pursuant to this Section 2.9(j) for any such amounts incurred more than one hundred eighty (180) days prior to the date on which the demand for payment of such amounts is first made to Borrowers and (B) if an event or circumstance giving rise to such amounts is retroactive, then the one hundred eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof. The determination by Agent of any amount due pursuant to this Section 2.9(j), as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

(k)Each standby Letter of Credit shall expire not later than the date that is 12 months after the date of the issuance of such Letter of Credit; provided, that any standby Letter of Credit may provide for the automatic extension thereof for any number of additional periods each of up to one year in duration; providedfurther, that with respect to any Letter of Credit which extends beyond the Maturity Date, Letter of Credit Collateralization shall be provided therefor on or before the date that is five Business Days prior to the Maturity Date. Each commercial Letter of Credit shall expire on the earlier of

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(i) 120 days after the date of the issuance of such commercial Letter of Credit and (ii) five Business Days prior to the Maturity Date.

(l)If (i) any Event of Default shall occur and be continuing, or (ii) Availability shall at any time be less than zero, then on the Business Day following the date when the Administrative Borrower receives notice from Agent or the Required Lenders (or, if the maturity of the Obligations has been accelerated, Revolving Lenders with Letterwhose Pro Rata Share of the outstanding Letters of Credit Exposure representingrepresent greater than 50% of the total Letteroutstanding Letters of Credit Exposure) demanding Letter of Credit Collateralization pursuant to this Section 2.11(l), Borrowers shall provide Letter of Credit Collateralization with respect to the then existing Letter of Credit Usage. If Borrowers are required to provide Letter of Credit Collateralization hereunder as a result of this clause (l), any cash collateral held by Agent as a result of such Letter of Credit Collateralization shall be returned by Agent to Borrowers promptly, but in no event later than five (5) Business Days, after the date such condition no longer exists. If Borrowers fail to provide Letter of Credit Collateralization as required by this Section 2.11(l), the Revolving Lenders may (and, upon direction of Agent, shall) advance, as Revolving Loans the amount of the cash collateral required pursuant to the Letter of Credit Collateralization provision so that the then existing Letter of Credit Usage is cash collateralized in accordance with the Letter of Credit Collateralization provision (whether or not the Revolver Commitments have terminated, an Overadvance exists or the conditions in Section 3 are satisfied).

(m)Unless otherwise expressly agreed by Issuing Lender and Borrowers when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit.

(n)Issuing Lender shall be deemed to have acted with due diligence and reasonable care if Issuing Lender’s conduct is in accordance with Standard Letter of Credit Practice or in accordance with this Agreement.

(o)In the event of a direct conflict between the provisions of this Section 2.9 and any provision contained in any Issuer Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.9 shall control and govern.

(p)The provisions of this Section 2.9 shall survive the termination of this Agreement and the repayment in full of the Obligations with respect to any Letters of Credit that remain outstanding.

(q)At Borrowers’ costs and expense, Borrowers shall execute and deliver to Issuing Lender such additional certificates, instruments and/or documents and take such additional action as may be reasonably requested by Issuing Lender to enable Issuing Lender to issue, or cause an Underlying Issuer to issue, any Letter of Credit pursuant to this Agreement and related Issuer Document, to protect, exercise and/or enforce Issuing Lender’s rights and interests under this Agreement or to give effect to the terms and provisions of this Agreement or any Issuer Document. Each Borrower irrevocably appoints Issuing Lender as its attorney-in-fact and authorizes Issuing Lender, without notice to Borrowers, to execute and deliver ancillary documents and letters customary in the letter of credit business that may include but are not limited to advisements, indemnities, checks, bills of exchange and issuance documents. The power of attorney granted by the Borrowers is limited solely to such actions related to the issuance, confirmation or amendment of any Letter of Credit and to ancillary documents or letters customary in the letter of credit business. This appointment is coupled with an interest.

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2.10.LIBOR Option; EURIBOR Rate Loans.

(a)Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, US Borrowers and Canadian Borrowers shall have the option, subject to Section 2.10(b) below (the “LIBOR Option”) to have interest on all or a portion of the Revolving Loans denominated in Dollars to be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto (provided, that subject to the following clauses (ii) and (iii), in the case of any Interest Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period); (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers properly have exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, at the written election of the Required Lenders, Borrowers no longer shall have the option to request that Revolving Loans bear interest at a rate based upon the LIBOR Rate.

(b)LIBOR Election.

(i)Borrowers may, at any time and from time to time, so long as Administrative Borrower has not received a notice from Agent, after the occurrence and during the continuance of an Event of Default, of the election of the Required Lenders to terminate the right of Borrowers to exercise the LIBOR Option during the continuance of such Event of Default, elect to exercise the LIBOR Option by notifying Agent prior to 1:00 p.m. at least three (3) Business Days prior to the commencement of the proposed Interest Period (the “LIBOR Deadline”). Notice of Borrowers’ election of the LIBOR Option for a permitted portion of the Revolving Loans and an Interest Period pursuant to this Section shall be made by delivery to Agent of a LIBOR Notice received by Agent before the LIBOR Deadline, or by telephonic notice received by Agent before the LIBOR Deadline (to be confirmed by delivery to Agent of a LIBOR Notice received by Agent prior to 5:00 p.m. on the same day). Promptly upon its receipt of each such LIBOR Notice, Agent shall provide a copy thereof to each of the affected Lenders. Subject to Section 2.10(d)(iii), in the event Borrowers no longer have the option to request LIBOR Rate Loans, then any outstanding affected LIBOR Rate Loans will be deemed to have been converted into Base Rate Loans immediately.

(ii)Each LIBOR Notice shall be irrevocable and binding on each Borrower. In connection with each LIBOR Rate Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result of (A) the payment or required assignment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (B) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”). A certificate of Agent or a Lender delivered to Borrowers setting forth in reasonable detail any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.10 shall be conclusive absent manifest error. Borrowers shall pay such amount to Agent or the Lender, as applicable, within thirty (30) days of the date of its receipt of such certificate. If a payment of a LIBOR Rate Loan on a day other than the last day of the applicable Interest Period would result in a Funding Loss, Agent may, in its

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sole discretion at the request of Borrowers, hold the amount of such payment as cash collateral in support of the Obligations until the last day of such Interest Period and apply such amounts to the payment of the applicable LIBOR Rate Loan on such last day, it being agreed that Agent has no obligation to so defer the application of payments to any LIBOR Rate Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses.

(iii)Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than ten (10) LIBOR Rate Loans, EURIBOR Rate Loans and/or BA Rate Loans in effect at any given time. Borrowers only may exercise the LIBOR Option for proposed LIBOR Rate Loans of at least $1,000,000.

(c)Conversion; Prepayment. Borrowers may convert LIBOR Rate Loans to Base Rate Loans or prepay LIBOR Rate Loans or EURIBOR Rate Loans at any time; provided, that, in the event that LIBOR Rate Loans are converted or prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any prepayment through the required application by Agent of proceeds of Loan Parties’ Collections in accordance with Section 2.3(b) or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, each Borrower shall indemnify, defend, and hold Agent and the Lenders and their Participants harmless against any and all Funding Losses in accordance with Section 2.10 (b)(ii).

(d)Special Provisions Applicable to LIBOR Rate and EURIBOR Rate.

(i)The LIBOR Rate and the EURIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any Eurodollareurodollar deposits or increased costs (other than Taxes which shall be governed by Section 16), in each case, due to changes in applicable lawLaw occurring subsequent to the commencement of the then applicable Interest Period, including any Changes in Law and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate or EURIBOR Rate. In any such event, the affected Lender shall give Borrowers and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Borrowers may, by notice to such affected Lender (A) require such Lender to furnish to Borrowers a statement setting forth in reasonable detail the basis for adjusting such LIBOR Rate or EURIBOR Rate and the method for determining the amount of such adjustment, or (B) repay the LIBOR Rate Loans or EURIBOR Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under Section 2.10(b)(ii)).

(ii)Subject to the provisions of Section 2.10(d)(iii) below, in the event that any change in market conditions or Change in Law, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or EURIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate or EURIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Borrowers and Agent promptly shall transmit the notice to each other Lender and (A) in the case of any LIBOR Rate Loans of such Lender that are outstanding, the date specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such LIBOR Rate Loans, (B) in the case of EURIBOR Rate Loans of such Lender that are outstanding, commencing on the date of such notice, interest uponsuch EURIBOR Rate Loans of such Lender shall accrue interest at the rate then applicable toshall be

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converted into Base Rate Loans denominated in US Dollars (in an amount equal to the US Dollar Equivalent thereof), and (C) Borrowers shall not be entitled to elect the LIBOR Option or request Euro Denominated Loans until such Lender determines that it would no longer be unlawful or impractical to do so.

(iii)Effect of Benchmark Transition EventReplacement Setting for Obligations Denominated in Dollars or Euro.

(A)Benchmark Replacement.

(A) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence ofif a Benchmark Transition Event, Agent and Administrative Borrower may amend this Agreement to replace the LIBOR Rate or EURIBOR, as applicable, withor an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark with respect to Obligations denominated in or calculated in Dollars or Euro, then (x) if a Benchmark Replacement, together with anyis determined in accordance with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement Conforming Changes.

(1)“ for such Benchmark Replacement Date, such Benchmark Replacement will replace Any such amendment will become effective atBenchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after Agent has posted such proposed amendment to allthe date notice of such Benchmark Replacement is provided to the Lenders and the Administrative Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as Agent has not received, by such time, written notice of objection to such amendmentBenchmark Replacement from Lenders comprising the Required Lenders. If an Unadjusted Benchmark Replacement Rate is SOFR Average, all interest payments will be on a monthly basis. No replacement of the LIBOR Rate or EURIBOR, as applicable, with a Benchmark Replacement pursuant to this Section 2.10(d)(iii) will occur prior to the applicable Benchmark Transition Start Date.

(2)Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings,

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without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (2) shall not be effective unless Agent has delivered to the Lenders and Administrative Borrower a Term SOFR Notice. For the avoidance of doubt, Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.

(B)(C) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement for a Benchmark with respect to Obligations denominated in or calculated in Dollars or Euro, Agent will have the right to amend this Agreement to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan 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 or any other Loan Document.

(C)(D) Notices; Standards for Decisions and Determinations. Agent will promptly notify Administrative Borrower and the Lenders of, in each case for a Benchmark with respect to Obligations denominated in or calculated in Dollars or Euro, (1) any occurrence of a Benchmark Transition Event, a Term SOFR Event or an Early Opt-In Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes and, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.10(d)(iii)(D) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.10(d)(iii), 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 or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party heretoto this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.10(d)(iii).

(D)Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (1) if the then-current Benchmark is a term rate (including Term SOFR, the LIBOR Rate or EURIBOR) and either (x) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by Agent in its discretion or (y) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (2) if a tenor that was removed pursuant to clause (1) above either (x) is subsequently displayed on a screen or information service for a Benchmark

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(including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(E)Benchmark Unavailability Period. Upon Administrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period for a Benchmark with respect to Obligations denominated in or calculated in Dollars or Euro, Administrative Borrower may, (1) in the case of a Benchmark Unavailability Period with respect to LIBOR Rate Loans, revoke any request for a borrowing of LIBOR Rate Loans, conversion to or continuation of LIBOR Rate Loans determined with respect to such Benchmark to be made, converted or continued during any Benchmark Unavailability Period and, failing that, Administrative Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans, and (2) in the case of a Benchmark Unavailability Period with respect to EURIBOR, revoke any request for a borrowing of EURIBOR Rate Loans to be made during any Benchmark Unavailability Period and, failing that, Administrative Borrower will be deemed to have(with Loans denominated in or calculated in Euro immediately converted such request into a request for a Borrowing of Base Rate Loans, and all then-existing Euro Denominated Loans will be deemed to have converted to Base Rate Loansdenominated in US Dollars (in an amount equal to the US Dollar Equivalent thereof).During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the LIBOR Ratethen-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.

(F)London Interbank Offered Rate Benchmark Transition Event. On March 5, 2021, the ICE Benchmark Administration (the “IBA”), the administrator of the London interbank offered rate, and the Financial Conduct Authority (the “FCA”), the regulatory supervisor of the IBA, announced in public statements (the “Announcements”) that the final publication or representativeness date for the London interbank offered rate for: (i) Euros will be December 31, 2021, (ii) Dollars for 1-week and 2-month tenor settings will be December 31, 2021 and (iii) Dollars for overnight, 1-month, 3-month, 6-month and 12-month tenor settings will be June 30, 2023. No successor administrator for the IBA was identified in such Announcements. The parties hereto agree and acknowledge that the Announcements resulted in the occurrence of a Benchmark Transition Event with respect to the London interbank offered rate for each of the aforementioned currencies pursuant to the terms of this Agreement and that any obligation of the Administrative Agent to notify any parties of any such Benchmark Transition Event pursuant to Section 2.10(d)(iii)(C) shall be deemed satisfied.

(e)No Requirement of Matched Funding. Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender, nor any of their Participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate or EURIBOR Rate.

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2.11.Capital Requirements.

(a)If, after the date hereof, any Lender determines that (i) any Change in Law regarding capital or reserve requirements for banks or bank holding companies, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy or liquidity (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such Change in Law or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Administrative Borrower and Agent thereof. Following receipt of such notice, Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within thirty (30) days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that, (A) no Borrower shall be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than one hundred eighty (180) days prior to the date that such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefore and (B) if such claim arises by reason of a Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. For purposes of this Section 2.11 (a), the Dodd-Frank Wall Street Reform and Consumer Protection, the Basel Committee on Banking Supervision (or any successor or similar authority), the Bank for International Settlements and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been enacted and become effective after the date of this Agreement.

(b)If any Lender requests additional or increased costs referred to in Section 2.10(d)(i) or amounts under Section 2.15(d)(i) or sends a notice under Section 2.10(d)(ii) or Section 2.15(d)(ii) relative to changed circumstances (any such Lender, an “Affected Lender”), then such Affected Lender shall use reasonable efforts to promptly designate a different one of its lending offices or to assign its rights and obligations hereunder to another of its offices or branches, if (i) in the reasonable judgment of such Affected Lender, such designation or assignment would eliminate or reduce amounts payable pursuant to Section 2.10(d)(i) or Section 2.15(d)(i), as applicable, or would eliminate the illegality or impracticality of funding or maintaining LIBOR Rate Loans, EURIBOR Rate Loans or BA Rate Loans and (ii) in the reasonable judgment of such Affected Lender, such designation or assignment would not subject it to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to it. Borrowers agree to pay all reasonable out-of-pocket costs and expenses incurred by such Affected Lender in connection with any such designation or assignment. If, after such reasonable efforts, such Affected Lender does not so designate a different one of its lending offices or assign its rights to another of its offices or branches so as to eliminate Borrowers’ obligation to pay any future amounts to such Affected Lender pursuant to Section 2.10(d)(i) or Section 2.15(d)(i), as applicable, or to enable Borrowers to obtain LIBOR Rate Loans, EURIBOR Rate Loans or BA Rate Loans, then Borrowers (without prejudice to any amounts then due to such Affected Lender under Section 2.10(d)(i) or Section 2.15(d)(i), as applicable) may, unless prior to the effective date of any such assignment the Affected Lender withdraws its request for such additional amounts under Section 2.10(d)(i) or Section 2.15(d)(i), as applicable, or indicates that it is no longer unlawful or impractical to fund or maintain LIBOR Rate Loans, EURIBOR Rate Loans or BA Rate Loans, may seek a substitute Lender reasonably acceptable to Agent to purchase the Obligations owed to such Affected Lender and such Affected Lender’s Commitments hereunder (a “Replacement Lender”), and if such Replacement Lender

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agrees to such purchase, such Affected Lender shall assign to the Replacement Lender its Obligations and Commitments, pursuant to an Assignment and Acceptance Agreement, and upon such purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Affected Lender shall cease to be a “Lender” for purposes of this Agreement.

2.12.Increase in US Maximum Credit or, Canadian Maximum Credit or Luxembourg Maximum Credit.

(a)Administrative Borrower may, at any time, deliver a written request to Agent to increase the US Maximum Credit or, the Canadian Maximum Credit or the Luxembourg Maximum Credit, as applicable (each, an “Incremental Facility”). Any such written request shall specify the amount of the increase in the US Maximum Credit or, the Canadian Maximum Credit or the Luxembourg Maximum Credit, as applicable, that Borrowers are requesting, provided, that, (i) the aggregate amount of all such increasesIncremental Facilities which result in an increase to the US Maximum Credit or the Maximum Credit shall not exceed $50,000,000the lesser of (x) $150,000,000 and (y) the Term Loan Debt Limit (for the sake of clarity, it is understood that increases solely to the Canadian Maximum Credit or the or the Luxembourg Maximum Credit shall not count against such $50,000,000the foregoing cap), (ii) any such request shall be for an increase of not less than $10,000,000, (iii) any such request shall be irrevocable, (iv) in no event shall there be more than four (4) such increases during the term of this Agreement, and (v) no Event of Default shall exist or have occurred and be continuing, and (vi) at the election of Administrative Borrower, up to $50,000,000 in the aggregate of such increases may be a FILO Tranche, subject to the additional requirements set forth in Section 2.12(h) below.

(b)Upon the receipt by Agent of any such written request, Agent shall notify each of the US Lenders or, each of the Canadian Lenders or each of the Luxembourg Lenders, as applicable, of such request and each US Lender and, each Canadian Lender and each Luxembourg Lender, as applicable, shall have the option (but not the obligation) to increase the amount of its US Commitment or, Canadian Commitment or Luxembourg Commitment, as applicable, by an amount up to its Pro Rata Share of the amount of the increase thereof requested by Administrative Borrower as set forth in the notice from Agent to such US Lender or, Canadian Lender or Luxembourg Lender. Each US Lender or, each Canadian Lender or each Luxembourg Lender, as applicable, shall notify Agent within fifteen (15) days after the receipt of such notice from Agent whether it is willing to so increase its US Commitment or, Canadian Commitment or Luxembourg Commitment, as applicable, and if so, the amount of such increase; provided, that, (i) the minimum increase in the US Commitments of each such US Lender providing the additional US Commitments, or in the Canadian Commitments of each such Canadian Lender providing the additional Canadian Commitments, or in the Luxembourg Commitments of each such Luxembourg Lender providing the additional Luxembourg Commitments, shall equal or exceed $2,500,000, and (ii) no US Lender or, Canadian Lender or Luxembourg Lender, as applicable, shall be obligated to provide such increase in its US Commitment or, Canadian Commitment or Luxembourg Commitment and the determination to increase the US Commitment of a US Lender or, the Canadian Commitment of a Canadian Lender or the Luxembourg Commitment of a Luxembourg Lender shall be within the sole and absolute discretion of such US Lender or, Canadian Lender or Luxembourg Lender. If the aggregate amount of the increases in the US Commitments received from the US Lenders or, the aggregate amount of the increases in the Canadian Commitments received from the Canadian Lenders, or the aggregate amount of the increases of the Luxembourg Commitments received from the Luxembourg Lenders, as applicable, does not equal or exceed the amount of the increase in the US Maximum Credit or, Canadian Maximum Credit or Luxembourg Maximum Credit, as applicable, requested by Borrowers, AgentBorrowers may seek additional increases from US Lenders or, Canadian Lenders or Luxembourg Lenders, as applicable, or US Commitments or, Canadian Commitments or Luxembourg Commitments, as applicable, from such Eligible Transferees as itthey may determine, after consultation with Borrowerssubject to the consent of Agent to the extent required by Section 13.1. In the event US Lenders or, Canadian Lenders or Luxembourg Lenders, as applicable (or US Lenders or, Canadian Lenders or

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Luxembourg Lenders, as applicable, and any such Eligible Transferees, as the case may be), have committed in writing to provide increases in their US Commitments or, Canadian Commitments or Luxembourg Commitments, as applicable, or new US Commitments or, new Canadian Commitments or new Luxembourg Commitments in an aggregate amount in excess of the increase in the US Maximum Credit or, Canadian Maximum Credit or Luxembourg Maximum Credit requested by Administrative Borrower or permitted hereunder, Agent shall then have the right to allocate such commitments, first to US Lenders or, Canadian Lenders or Luxembourg Lenders, as applicable, and then to Eligible Transferees, in such amounts and manner as Agent and Borrowers may determine, after consultation with Borrowers.

(c)The US Maximum Credit or, the Canadian Maximum Credit or the Luxembourg Maximum Credit, as applicable, shall be increased by the amount of the increase in the applicable US Commitments or, Canadian Commitments or Luxembourg Commitments from Lenders or new US Commitments or, Canadian Commitments or Luxembourg Commitments, as applicable, from Eligible Transferees, in each case selected in accordance with Section 2.12(b) above, for which Agent has received Assignment and Acceptances thirty (30) days after the date of the request by Administrative Borrower for the increase or such earlier date as Agent and Administrative Borrower may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in US Commitments and new US Commitments, as the case may be, or in Canadian Commitments and new Canadian Commitments, as the case may be, or in Luxembourg Commitments and new Luxembourg Commitments, as the case may be, less than, equal to or exceed the amount of the increase in the US Maximum Credit or, Canadian Maximum Credit or Luxembourg Maximum Credit, as applicable, requested by Administrative Borrower in accordance with the terms hereof (provided, that, in the event that the aggregate amount of the increase in Commitments and/or new Commitments offered by Lenders or Eligible Transferees in response to the request of Agent as described above is greater than the aggregate amount requested, Administrative Borrower may, at its option, elect to increase the Commitments to such greater amount, so long as Administrative Borrower gives prompt and timely written notice to Agent of the exercise of such option), effective on the date that each of the following conditions have been satisfied:

(i)Agent shall have received from each US Lender or, Canadian Lender or Luxembourg Lender, as applicable, or Eligible Transferee that is providing an additional US Commitment or, Canadian Commitment or Luxembourg Commitment as part of the increase in the US Maximum Credit or, Canadian Maximum Credit or Luxembourg Maximum Credit, an Assignment and Acceptance duly executed by such US Lender or, Canadian Lender or Luxembourg Lender, as applicable, or Eligible Transferee and Borrowers, provided, that, the aggregate US Commitments or, Canadian Commitments or Luxembourg Commitments set forth in such Assignment and Acceptance(s) shall be not less than $1,000,000;

(ii)the conditions precedent to the making of Revolving Loans set forth in Section 3.2 shall be satisfied as of the date of the increase in the US Maximum Credit or, the Canadian Maximum Credit or the Luxembourg Maximum Credit, both before and after giving effect to such increase;

(iii)such increase in the US Maximum Credit or, the Canadian Maximum Credit or the Luxembourg Maximum Credit, as applicable, on the date of the effectiveness thereof, shall not violate any applicable lawLaw, regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently;

(iv)there shall have been paid to each US Lender or, Canadian Lender or Luxembourg Lender, as applicable, and Eligible Transferee providing an additional US

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Commitment or, Canadian Commitment or Luxembourg Commitment in connection with such increase in the US Maximum Credit or, Canadian Maximum Credit or Luxembourg Maximum Credit all fees and expenses due and payable to such Person on or before the effectiveness of such increase; and

(v)there shall have been paid to Agent, for the account of the Agent and US Lenders or, Canadian Lenders or Luxembourg Lenders, as applicable (in accordance with any agreement among them) all fees and expenses (including reasonable fees and expenses of counsel) due and payable pursuant to any of the Loan Documents on or before the effectiveness of such increase.

(d)As of the effective date of any such increase in the US Maximum Credit or, Canadian Maximum Credit or Luxembourg Maximum Credit, each reference to the term US Commitments and US Maximum Credit herein, as applicable, or the term Canadian Commitments and Canadian Maximum Credit, as applicable, or the term Luxembourg Commitments and Luxembourg Maximum Credit, as applicable, and in any of the other Loan Documents shall be deemed amended to mean the amount of the US Commitments and US Maximum Credit, or the amount of the Canadian Commitments and Canadian Maximum Credit, or the amount of Luxembourg Commitments and Luxembourg Maximum Credit, as applicable, specified in the most recent written notice from Agent to Administrative Borrower of the increase in the US Commitments and US Maximum Credit, as applicable, or in the increase in the Canadian Commitments and Canadian Maximum Credit, or the increase in the Luxembourg Commitments and Luxembourg Maximum Credit, as applicable.

(e)Effective on the date of each increase in the US Maximum Credit pursuant to this Section 2.12, each reference in this Agreement to (i) an amount of US Excess Availability shall, automatically and without any further action, be deemed to be increased so that the ratio of the amount of US Excess Availability to the amount of the US Maximum Credit after such increase in the US Maximum Credit remains the same as the ratio of such the amount of US Excess Availability to the amount of the US Maximum Credit prior to such increase in the US Maximum Credit, and (ii) a percentage of US Excess Availability shall, automatically and without any further action, be deemed to refer to such percentage of US Excess Availability after giving effect to such increase in the US Maximum Credit.

(f)Effective on the date of each increase in the Canadian Maximum Credit pursuant to this Section 2.12, each reference in this Agreement to (i) an amount of Canadian Excess Availability shall, automatically and without any further action, be deemed to be increased so that the ratio of the amount of Canadian Excess Availability to the amount of the Canadian Maximum Credit after such increase in the Canadian Maximum Credit remains the same as the ratio of such the amount of Canadian Excess Availability to the amount of the Canadian Maximum Credit prior to such increase in the Canadian Maximum Credit., and (ii) a percentage of Canadian Excess Availability shall, automatically and without any further action, be deemed to refer to such percentage of Canadian Excess Availability after giving effect to such increase in the Canadian Maximum Credit.

(g)Effective on the date of each increase in the Luxembourg Maximum Credit pursuant to this Section 2.12, each reference in this Agreement to (i) an amount of Luxembourg Excess Availability shall, automatically and without any further action, be deemed to be increased so that the ratio of the amount of Luxembourg Excess Availability to the amount of the Luxembourg Maximum Credit after such increase in the Luxembourg Maximum Credit remains the same as the ratio of such the amount of Luxembourg Excess Availability to the amount of the Luxembourg Maximum Credit prior to such increase in the Luxembourg Maximum Credit, and (ii) a percentage of Luxembourg Excess Availability shall, automatically and without any further action, be deemed to refer to such percentage of Luxembourg Excess Availability after giving effect to such increase in the Luxembourg Maximum Credit.

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(h)At the election of Administrative Borrower, up to $50,000,000 of all Incremental Facilitiesmay be in the form of a separate “first-in, last-out” or “last-out” tranche (the “FILO Tranche”) with interest rate margins, rate floors, upfront fees, funding discounts, advance rates (so long as such advance rates, when combined with the aggregate advance rates set forth in the definition of “US Borrowing Base”, “Canadian Borrowing Base” or “Luxembourg Borrowing Base”, as applicable, do not exceed 100%), premiums, unused fees, original issue discounts and eligibility criteria (which eligibility criteria may be different from the eligibility criteria with respect to the Borrowing Bases applicable to the Revolving Loan Facility (other than the FILO Tranche)), in each case reasonably satisfactory to the Agent and the Lenders providing the FILO Tranche (it being understood to the extent that any financial maintenance covenant is added for the benefit of any FILO Tranche, no consent shall be required from the Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Loan Facility), and other terms to be agreed upon among the Borrowers and the Lenders providing the FILO Tranche so long as (1) any loans and related obligations in respect of the FILO Tranche are not guaranteed by any Person other than the Loan Parties and shall rank equal (or, at the option of the Administrative Borrower, junior) in right of priority to the Agent’s Liens; (2) if availability under the FILO Tranche exceeds $0, any extension of credit under the Revolving Loan Facility thereafter requested shall be made under the FILO Tranche until the FILO Tranche availability no longer exceeds $0; (3) as between (x) the Revolving Loan Facility (other than the FILO Tranche) and (y) the FILO Tranche, all proceeds from the liquidation or other realization of the Collateral (including Revolving Loan Priority Collateral) shall be applied, first to repay the obligations owing under, or with respect to, the Revolving Loan Facility (other than the FILO Tranche) including the cash collateralization of Letters of Credit, and second to repay the obligations owing under, or with respect to, the FILO Tranche (it being understood such liquidation or other realization may be applied to repay the FILO Tranche prior to any Bank Products Obligations that are not covered by a Bank Product Reserve Amount); (4) no Borrower may prepay Loans under the FILO Tranche or terminate or reduce the commitments in respect thereof at any time that other Loans (including Swing Loans) are outstanding; (5) no changes affecting the priority status of the Revolving Loan Facility (other than the FILO Tranche) vis-à-vis the FILO Tranche may be made without the consent of each of the Lendersunder the Revolving Loan Facility (other than the FILO Tranche) and no changes affecting any other term or condition of the Revolving Loan Facility (other than the FILO Tranche) or any Lender that is not a Lender in respect of the FILO Tranche may be made without the consent of the applicable Lenders (as provided under Section 14.1) under the Revolving Loan Facility (other than the FILO Tranche); and (6) the Required Lenders (calculated as including Lenders under the Incremental Facilities and the FILO Tranche) shall, subject to the terms of the Term Loan Intercreditor Agreement, control exercise of remedies in respect of the Collateral.

(i)This Section shall supersede any provisions in Section 14.1 and Section 15.12 to the contrary.

2.13.Defaulting Lenders.

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

(i)Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of Required Lenders and Supermajority Lenders and as set forth in Section 14.1(e).

(ii)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 8 or otherwise) or received by Agent from a

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Defaulting Lender pursuant to Section 16.1 shall be applied at such time or times as may be determined by Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to Issuing Lender or Swing Lender hereunder; third, to provide cash collateral for the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.13(e) below; fourth, as Administrative Borrower may request (so long as no Default or Event of Default exists or has occurred and is continuing), to the funding of any Revolving Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Agent; fifth, if so determined by Agent and Administrative Borrower, to be held in a Deposit Account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Loans (including Swing Loans, Protective Advances and Overadvances) under this Agreement and (B) provide cash collateral for the benefit of Issuing Lender with respect to future Fronting Exposure of Issuing Lender; sixth, to the payment of any amounts owing to Lenders, the Issuing Lender or Swing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Lender or Swing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default shall exist or have occurred and be continuing, to the payment of any amounts owing to Parent as a result of any judgment of a court of competent jurisdiction obtained by Parent against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, if (A) such payment is a payment of the principal amount of any Revolving Loans or Letter of Credit Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (B) such Revolving Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 3.2 were satisfied and waived, such payment shall be applied solely to pay the Revolving Loans of, and Letter of Credit Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or Letter of Credit Disbursements owed to, such Defaulting Lender until such time as all Revolving Loans and funded and unfunded participations in Obligations in respect of Letters of Credit and Swing Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.13(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to Section 2.13(e) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)Certain Fees.

(A)No Defaulting Lender shall be entitled to receive any unused line fee under Section 2.8(c) for any period during which that Lender is a Defaulting Lender (and Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender).

(B)Each Defaulting Lender shall be entitled to receive letter of credit fees under Section 2.8(b) for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Pro Rata Share of the stated amount of Letters of Credit for which it has provided cash collateral pursuant to Section 2.13(e).

(C)With respect to any Letter of Credit fee not required to be paid to any Defaulting Lender pursuant to clause (i) or (ii) above, Borrowers shall (A) pay to each Non-Defaulting Lender that portion of any such fee otherwise

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payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Obligations in respect of Letters of Credit or Swing Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (c) below, (B) pay to Issuing Lender and Swing Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to Issuing Lender’s or Swing Lender’s Fronting Exposure to such Defaulting Lender, and (C) not be required to pay the remaining amount of any such fee.

(iv)Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit and Swing Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (A) the conditions set forth in Section 3.2 are satisfied at the time of such reallocation (and, unless Borrowers shall have otherwise notified the Agent at such time, Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (B) such reallocation does not cause the aggregate outstanding Revolving Loans and participations in Letters of Credit, Swing Loans and Overadvances of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v)Cash Collateral, Repayment of Swing Loans. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, Borrowers shall, without prejudice to any right or remedy available to it hereunder or under law, (A) first, prepay Swing Loans in an amount equal to Swing Lender’s Fronting Exposure and (B) second, provide cash collateral for the Issuing Lender’s Fronting Exposure in accordance with Section 2.13(e).

(b)Defaulting Lender Cure. If Borrowers, Agent, Swing Lender and Issuing Lender agree in writing that a Lender is no longer a Defaulting Lender, Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Loans to be held pro rata by the Lenders in accordance with the Commitments (without giving effect to Section 2.13(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided, that, (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and (ii) except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

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

(d)Counterparties. So long as any Lender is a Defaulting Lender, such Lender shall not be a counterparty with respect to any Hedge Agreement which gives rise to a Hedge Obligation entered into while such Lender was a Defaulting Lender.

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(e)Cash Collateral. At any time that there shall exist a Defaulting Lender, within one (1) Business Day following the written request of Agent or Issuing Lender (with a copy to Agent), Borrowers shall provide cash collateral to secure the Fronting Exposure of the Issuing Lender with respect to such Defaulting Lender (determined after giving effect to Section 2.13(a)(iv) above and any cash collateral provided by such Defaulting Lender) in an amount not less than one hundred three percent (103%) of the Fronting Exposure of the Issuing Lender.

(i)Grant of Security Interest. Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to, for the benefit of the Issuing Lender, and agrees to maintain, a first priority security interest in all such cash collateral as security for such Defaulting Lender’s obligation to fund participations in respect of Obligations in connection with Letters of Credit, to be applied pursuant to clause (e)(ii) below. If at any time Agent determines that such cash collateral is subject to any right or claim of any Person other than Agent and Issuing Lender as herein provided (other than the Permitted Liens), or that the total amount of such cash collateral is less than the amount specified above, Borrowers shall, promptly upon demand by Agent, pay or provide to Agent additional cash collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Lender).

(ii)Application. Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Obligations in connection with Letters of Credit (including, as to cash collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(iii)Termination of Requirement. Cash collateral (or the appropriate portion thereof) provided to reduce Issuing Lender’s Fronting Exposure shall no longer be required to be held as cash collateral pursuant to this Section following (A) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (B) the determination by Agent and Issuing Lender that there exists excess cash collateral; provided that, (1) the Person providing cash collateral and Issuing Lender may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations and (2) to the extent that such cash collateral was provided by Borrowers, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

2.14.Joint and Several Liability of US Borrowers.

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

(b)Each US Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers to the extent required hereunder, with respect to the payment and performance of all of the Obligations (including any Obligations arising under this Section 2.14), it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each US Borrower without preferences or distinction among them.

(c)If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the

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terms thereof, then in each such event the other Borrowers (solely to the extent they are US Borrowers) will make such payment with respect to, or perform, such Obligation until such time as all of the Obligations are paid in full.

(d)The Obligations of each US Borrower under the provisions of this Section 2.14 constitute the absolute and unconditional, full recourse Obligations of such US Borrower enforceable against such US Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 2.14(d)) or any other circumstances whatsoever.

(e)Except as otherwise expressly provided in this Agreement, each US Borrower hereby waives notice of acceptance of its joint and several liability to the extent provided in this Section 2.14, notice of any Revolving Loans or Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Agent or Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable lawLaw, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each US Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations for which it may become liable under this Section 2.14, the acceptance of any payment of any of the Obligations for which it may become liable under this Section 2.14, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Agent or Lenders in respect of any of the Obligations for which it may become liable under this Section 2.14, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations for which it may become liable under this Section 2.14 or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each US Borrower assents to any other action or delay in acting or failure to act on the part of any Agent or Lender with respect to the failure by any Borrower to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable lawsLaws or regulations thereunder, which might, but for the provisions of this Section 2.14 afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 2.14, it being the intention of each US Borrower that, so long as any of the Obligations (or Canadian Obligations in the case of Canadian Borrowers or Luxembourg Obligations in the case of Luxembourg Borrower) hereunder remain unsatisfied, the Obligations of such US Borrower under this Section 2.14 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each US Borrower under this Section 2.14 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower or any Agent or Lender.

(f)Each US Borrower represents and warrants to Agent and Lenders that such US Borrower is currently informed of the financial condition of the US Borrowers, the Canadian Borrowers or the Luxembourg Borrower, as applicable, and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations for which such US Borrower may become liable under this Section 2.14. Each US Borrower further represents and warrants to Agent and Lenders that such US Borrower has read and understands the terms and conditions of the Loan Documents. Each US Borrower hereby covenants that such US Borrower will continue to keep informed of the financial condition of the US Borrowers, the Canadian Borrowers or the Luxembourg Borrower, as applicable, and of all other circumstances which bear upon the risk of nonpayment or

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nonperformance of the Obligations for which such US Borrower may become liable under this Section 2.14.

(g)The provisions of this Section 2.14 are made for the benefit of Agent, each member of the Lender Group, each Bank Product Provider, and their respective successors and assigns, and may be enforced by it or them from time to time against any or all US Borrowers as often as occasion therefor may arise and without requirement on the part of Agent, any member of the Lender Group, any Bank Product Provider, or any of their successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any US Borrower or to exhaust any remedies available to it or them against any US Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.14 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.14 will forthwith be reinstated in effect, as though such payment had not been made.

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

(i)Each US Borrower hereby agrees that after the occurrence and during the continuance of any Default or Event of Default, such US Borrower will not demand, sue for or otherwise attempt to collect any indebtedness of any other Borrower owing to such US Borrower until the Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such US Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such US Borrower as trustee for Agent, and such Borrower shall deliver any such amounts to Agent for application to the Obligations in accordance with Section 2.3(b).

(j)For the avoidance of doubt, each member of the Lender Group and each Borrower acknowledges and agrees that notwithstanding anything to the contrary in this Agreement or any of the other Loan Documents, and notwithstanding that each US Borrower may be jointly and severally liable for all Obligations (including the Canadian Obligations and the Luxembourg Obligations), the Obligations of the Canadian Borrowers and the Luxembourg Borrower under the Loan Documents shall be separate and distinct from the US Obligations and are expressly limited to the Canadian Obligations plus the Luxembourg Obligations. In furtherance of the foregoing, each member of the Lender Group and each Borrower acknowledges and agrees that the liability of any Canadian Borrower or the Luxembourg Borrower for the payment and performance of its covenants, representations and warranties set forth in this Agreement and the other Loan Documents shall be several from but not joint with the Obligations of the US Borrowers; the Canadian Borrowers and the Luxembourg Borrower shall

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not guarantee any US Obligations; and the Canadian Collateral and the Luxembourg Collateral shall not secure or be applied in satisfaction, by way of payment, prepayment, or otherwise, of all or any portion of the US Obligations.

2.15.BA Rate Option.

(a)Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Canadian Borrowers shall have the option, subject to Section 2.15(b) below (the “BA Rate Option”) to have interest on all or a portion of the Canadian Revolving Loans to be made in Canadian Dollars be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a BA Rate Loan, or upon continuation of a BA Rate Loan as a BA Rate Loan) at a rate of interest based upon the BA Rate. Interest on BA Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; (ii) the date on which all or any portion of the Obligations become due and payable pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Canadian Borrowers properly have exercised the BA Rate Option with respect thereto, the interest rate applicable to such BA Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans in Canadian Dollars. At any time that an Event of Default has occurred and is continuing, at the written election of the Required Lenders, Borrowers no longer shall have the option to request that Canadian Revolving Loans made in Canadian Dollars bear interest at a rate based upon the BA Rate.

(b)BA Rate Election.

(i)Canadian Borrowers may, at any time and from time to time, so long as Borrowers have not received a notice from Agent, after the occurrence and during the continuance of an Event of Default, of the election of the Required Lenders to terminate the right of Canadian Borrowers to exercise the BA Rate Option during the continuance of such Event of Default, elect to exercise the BA Rate Option by notifying Agent prior to 1:00 p.m., at least three (3) Business Days prior to the commencement of the proposed Interest Period (the “BA Rate Deadline”). Notice of Canadian Borrowers’ election of the BA Rate Option for a portion of the Revolving Loans to be made in Canadian Dollars and an Interest Period pursuant to this Section 2.15(b) shall be made by delivery to Agent of a BA Rate Notice received by Agent before the BA Rate Deadline, or by telephonic notice received by Agent before the BA Rate Deadline (to be confirmed by delivery to Agent of a BA Rate Notice received by Agent prior to 5:00 p.m., on the same day). Promptly upon its receipt of each such BA Rate Notice, Agent shall provide a copy thereof to each of the affected Lenders.

(ii)Each BA Rate Notice shall be irrevocable and binding on Borrowers. In connection with each BA Rate Loan, Borrowers shall, jointly and severally (subject to Section 2.14(j)) indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result of (A) the payment of any principal of any BA Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (B) the conversion of any BA Rate Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any BA Rate Loan on the date specified in any BA Rate Notice delivered pursuant hereto (such losses, costs, or expenses, “BA Funding Losses”). A certificate of Agent or a Lender delivered to Administrative Borrower setting forth in reasonable detail any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.15 shall be conclusive absent manifest error. Borrowers shall pay such amount to Agent or the Lender, as applicable, within thirty (30) days of the date of its receipt of such certificate. If a payment of a BA Rate Loan on a day other than the last day of the applicable Interest Period would result in a BA

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Funding Loss, Agent may, in its sole discretion at the request of Administrative Borrower, hold the amount of such payment as cash collateral in support of the Obligations until the last day of such Interest Period and apply such amounts to the payment of the applicable BA Rate Loan on such last day, it being agreed that Agent has no obligation to so defer the application of payments to any BA Rate Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting BA Funding Losses.

(iii)Borrowers shall have not more than ten (10) BA Rate Loans, LIBOR Rate Loans and/or EURIBOR Rate Loans in effect at any given time. Borrowers may only exercise the BA Rate Option for proposed BA Rate Loans of at least C$1,000,000.

(c)Conversion. Borrowers may convert Base Rate Loans in Canadian Dollars to BA Rate Loans at any time by exercising the BA Rate Option. Borrowers may convert BA Rate Loans to Base Rate Loans at any time; provided, that, in the event that BA Rate Loans are converted or prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any automatic prepayment through the required application by Agent of proceeds of Borrowers’ and their Restricted Subsidiaries’ Collections in accordance with Section 2.3(b) or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, Borrowers shall, jointly and severally (subject to Section 2.14(j)) indemnify, defend, and hold Agent and the Lenders harmless against any and all BA Funding Losses in accordance with Section 2.15(b)(ii).

(d)Special Provisions Applicable to BA Rate.

(i)The BA Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any funding for BA Rate Loans or increased costs, in each case, due to changes in applicable lawLaw occurring subsequent to the commencement of the then applicable Interest Period, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the BA Rate. In any such event, the affected Lender shall give Administrative Borrower and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Administrative Borrower may, by notice to such affected Lender (A) require such Lender to furnish to Administrative Borrower a statement setting forth the basis for adjusting such BA Rate and the method for determining the amount of such adjustment, or (B) repay the BA Rate Loans with respect to which such adjustment is made (together with any amounts due under Section 2.15(b)(ii)).

(ii)In the event that any change in market conditions or any Change in Law, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain BA Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the BA Rate, such Lender shall give notice of such changed circumstances to Agent and Administrative Borrower and Agent promptly shall transmit the notice to each other Lender and (A) in the case of any BA Rate Loans of such Lender that are outstanding, the date specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such BA Rate Loans, and interest upon the BA Rate Loans of such Lender thereafter shall accrue interest at the rate then applicable to Base Rate Loans, and (B) Borrowers shall not be entitled to elect the BA Rate Option until such Lender determines that it would no longer be unlawful or impractical to do so.

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(iii)Benchmark Replacement Setting for Obligations Denominated in Canadian Dollars.

(A)Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark with respect to Obligations denominated in or calculated in Canadian Dollars, then such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan 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 Loan Document so long as Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. No replacement of the BA Rate, as applicable, with a Benchmark Replacement pursuant to this Section 2.15(d)(iii) will occur prior to the applicable Benchmark Transition Start Date.

(B)Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement for a Benchmark with respect to Obligations denominated in or calculated in Canadian Dollars, Agent will have the right to amend this Agreement to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan 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 or any other Loan Document.

(C)Notices; Standards for Decisions and Determinations. Agent will promptly notify Administrative Borrower and the Lenders of, in each case for a Benchmark with respect to Obligations denominated in or calculated in Canadian Dollars, (1) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.15(d)(iii)(D) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.15(d)(iii), 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 or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.15(d)(iii).

(D)Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (1) if the then-current Benchmark is a term rate (including a BA Rate Loan) and either (x) any tenor for such Benchmark is not displayed on a screen or other

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information service that publishes such rate from time to time as selected by Agent in its discretion or (y) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (2) if a tenor that was removed pursuant to clause (1) above either (x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(E)Benchmark Unavailability Period. Upon Administrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period for a Benchmark with respect to Obligations denominated in or calculated in Canadian Dollars, Administrative Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans determined with respect to such Benchmark to be made, converted or continued during any Benchmark Unavailability Period and, failing that, Administrative Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans.During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.

(e)No Requirement of Matched Funding. Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender, nor any of their Participants, is required actually to issue bills of exchange or depository notes to fund or otherwise match fund any Obligation as to which interest accrues at the BA Rate.

2.16.Circumstances Affecting Euro

. In connection with any request for a Euro Denominated Loan or Letter of Credit denominated in Euros (“Euro Letters of Credit” and, together with the Euro Denominated Loans, the “Euro Extensions”) or a continuation or extension thereof, if the introduction of, or any change in, any Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Luxembourg Lender (or the lending office of such Luxembourg Lender) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency or any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls, shall make it unlawful or impossible for any Luxembourg Lender (or any of their applicable lending office) to honor its obligations to make or maintain any Euro Extensions, then Agent shall promptly give notice thereof to the Administrative Borrower and the other Lenders. Thereafter, until Agent notifies the Luxembourg Borrower that such circumstances no longer exist, the obligation of such Luxembourg Lender to make Euro Extensions or any continuation or extension thereof, as applicable, shall be suspended until such Luxembourg Lender determines that it would no longer be unlawful or impractical to do so, provided that the Borrowers shall continue to be entitled to make elections for Euro Extensions from any other Luxembourg Lenders; and Luxembourg

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Borrower shall have the option, in its sole discretion and regardless of whether it can meet the conditions set forth in Section 3.2, to either (i) repay in full (or cause to be repaid in full) the then outstanding principal amount of such Euro Denominated Loans, together with accrued interest thereon, on the last day of the then current Interest Period applicable to such Euro Denominated Loans, or (ii) request that the Agent convert the then outstanding principal amount of each such Euro Denominated Loan to its US Dollar Equivalent which shall accrue interest at the rate then applicable to Base Rate Loans but may be converted to a LIBOR Rate Loan pursuant to Section 2.10; by way of clarification, such conversion shall not constitute a making of a Loan or extension of credit hereunder; provided that if Luxembourg Borrower elects to make such conversion, Luxembourg Borrower shall pay to Agent and Lenders any and all costs, fees and other expenses, if any, incurred by Agent and Lenders in effecting such conversion.

1.17.Designated Borrowers.

(a) Designated US Borrowers. Administrative Borrower may at any time, upon not less than thirty (30) Business Days’ notice from Administrative Borrower to the Agent (or such shorter period as agreed to by the Agent), designate one or more wholly-owned US Subsidiaries of Parent (each, an “Applicant US Borrower”), as a US Borrower by delivering written notice thereof to the Agent (which shall promptly deliver such notice to each Lender). The parties hereto acknowledge and agree that prior to any Applicant US Borrower becoming a US Borrower, Agent and the Lenders shall have received, (i) to the extent such Applicant US Borrower is not currently a Guarantor, each applicable document described in Schedule 3.1 modified as appropriate to relate to such US Borrower, together with such other documents or information as may be reasonably required by the Agent and any Lender, (ii) to the extent such Applicant US Borrower is not currently a Guarantor, each applicable document required to be delivered with respect to Applicant US Borrower pursuant to Section 5.11, and (iii) a Beneficial Ownership Certification and such other documentation and information with respect to such US Borrower required under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act as may be reasonably required by the Agent and any Lender. Promptly following receipt of all such documents or information, the Agent shall send a notice to Administrative Borrower and the Lenders specifying the effective date upon which the Applicant US Borrower shall constitute a US Borrower for purposes hereof, whereupon such US Borrower shall be permitted to receive US Revolving Loans hereunder, on the terms and conditions set forth herein, and shall be a US Borrower for all purposes of this Agreement.

2.17. (b)Designated Canadian Borrowers

. Administrative Borrower may at any time, upon not less than thirty (30) Business Days’ notice from Administrative Borrower to the Agent (or such shorter period as agreed to by the Agent), designate one or more wholly-owned Canadian Subsidiaries of Parent organized under the laws of Canada or a province or territory of Canada (each, an “Applicant Canadian Borrower”), as a Canadian Borrower by delivering written notice thereof to the Agent (which shall promptly deliver such notice to each Lender). The parties hereto acknowledge and agree that prior to any Applicant Canadian Borrower becoming a Canadian Borrower, the Administrative Agent and the Lenders shall have received, (i) to the extent such Applicant Canadian Borrower is not currently a Guarantor, each applicable document described in Schedule ý3.1 modified as appropriate to relate to such Canadian Borrower, together with such other documents or information as may be reasonably required by the Agent and any Lender, (ii) to the extent such Applicant Canadian Borrower is not currently a Guarantor, each applicable document required to be delivered with respect to Applicant Canadian Borrower pursuant to Section 5.11, and (iii) such documentation and information with respect to such Canadian Borrower required under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act as may be reasonably required by the Agent and any Lender. Promptly following receipt of all such documents or information, the Agent shall send a notice to Administrative Borrower and the Lenders specifying the effective date upon which the Applicant Canadian Borrower shall constitute a Canadian Borrower for

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purposes hereof, whereupon such Canadian Borrower shall be permitted to receive Canadian Revolving Loans hereunder, on the terms and conditions set forth herein, and shall be a Canadian Borrower for all purposes of this Agreement.

3.CONDITIONS; TERM OF AGREEMENT.

3.1.Conditions Precedent to the Initial Extension of Credit. The obligation of each Lender to make its initial extension of credit provided for hereunder is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent set forth on Schedule 3.1 (the delivery to Agent of an executed signature page to this Agreement by a Lender being conclusively deemed to be its satisfaction with, or waiver of, the conditions precedent).

3.2.Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving Loans hereunder (or to issue any Letter of Credit or amend or extend any Letter of Credit) at any time shall be subject to the following conditions precedent:

(a)as of the date of any such Revolving Loan (or other extension of credit) and after giving effect thereto, the representations and warranties of Parent or its Subsidiaries contained in this Agreement or in the other Loan Documents that are qualified as to materiality or Material Adverse Effect shall be true and correct and the representations and warranties that are not so qualified shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date);

(b)as of the date of any such Revolving Loan (or other extension of credit) and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing;

(c)as of the date of any such Revolving Loan (or other extension of credit) and after giving effect thereto, the (i)  outstanding principal amount of US Revolving Loans and US Swing Loans plus the US Letter of Credit Usage shall not exceed the lesser of the US Borrowing Base or the US Maximum Credit, (ii) outstanding principal amount of Canadian Revolving Loans and Canadian Swing Loans plus the Canadian Letter of Credit Usage shall not exceed the lesser of the Canadian Borrowing Base or the Canadian Maximum Credit and (iii) outstanding principal amount of Luxembourg Revolving Loans and Luxembourg Swing Loans plus the Luxembourg Letter of Credit Usage shall not exceed the lesser of the Luxembourg Borrowing Base or the Luxembourg Maximum Credit; and

(d)as of the date of any such Revolving Loan (or other extension of credit) and after giving effect thereto, the outstanding principal amount of the Loans plus the Letter of Credit Usage shall not exceed the Term Loan Debt Limit and upon Agent’s request, Agent shall have received such certificate in form and substance reasonably satisfactory to Agent, from an Authorized Person so stating (provided, that, in the event of an Overadvance as a result of the establishment of a new category of reserves or a change in the methodology of the calculation of an existing reserve, or as a result of the making of a Loan other than at the request of a Borrower (or Administrative Borrower on behalf of any Borrower), whether a Protective Advance or by charging the Loan Account, such amounts shall only be required to be included in the certificate to the extent Agent has provided notice thereof to Administrative Borrower or Administrative Borrower otherwise has knowledge thereof).

3.3.Maturity. This Agreement shall continue in full force and effect for a term ending on February 24, 2022 (the “Maturity Date”), subject to the rights of the Lender Group to terminate the Commitments as provided in Section 9 and the rights of Borrowers as provided in Section 3.5.

3.4.Effect of Maturity. On the Maturity Date, all commitments of the Lender Group to provide additional credit hereunder shall automatically be terminated and all of the Obligations immediately shall become due and payable without notice or demand and Borrowers shall be required to

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repay all of the Obligations in full. No termination of the obligations of the Lender Group (other than payment in full of the Obligations and termination of the Commitments) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document and Agent’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations have been paid in full and the Commitments have been terminated. When all of the Obligations have been paid in full and the Lender Group’s obligations to provide additional credit under the Loan Documents have been terminated irrevocably, Agent’s Liens in the Collateral will be automatically released and Agent will, at Borrowers’ sole expense, execute and deliver any termination statements, lien releases, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary to evidence such release, as of record, Agent’s Liens and all notices of Liens previously filed by Agent and Loan Parties shall execute and deliver to Agent a release of Agent and Lenders in form and substance reasonably satisfactory to Agent.

3.5.Early Termination by Borrowers. Borrowers have the option, at any time upon reasonable prior written notice to Agent (but in any event not less than three (3) Business Days), to terminate this Agreement and terminate the Commitments hereunder by repaying to Agent all of the Obligations in full. Notwithstanding anything to the contrary contained in this Agreement, any notice under this Section 3.5 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked or delayed by the Borrowers (by written notice to the Agent on or prior to the specified effective date) if such condition is not satisfied or delayed.

3.6.Conditions Subsequent. The obligation of the Lender Group (or any member thereof) to continue to make Revolving Loans (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of the conditions subsequent set forth on Schedule 3.6 (the failure by Borrowers to so perform or cause to be performed such conditions subsequent as and when required by the terms thereof (unless such date is extended by Agent, which Agent may do without obtaining the consent of the other members of the Lender Group), shall constitute an Event of Default).

4.REPRESENTATIONS AND WARRANTIES.

In order to induce the Lender Group to enter into this Agreement, each Loan Party makes the following representations and warranties to the Lender Group which shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the EffectiveFirst Amendment Closing Date, and shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the date of the making of each Loan (or other extension of credit) made thereafter, as though made on and as of the date of such Loan (or other extension of credit) (except to the extent that such representations and warranties relate solely to an earlier date) and such representations and warranties shall survive the execution and delivery of this Agreement:

4.1.Due Organization and Qualification; Subsidiaries.

(a)Each Loan Party (i) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite corporate or other organizational power and authority to (A) own or lease its assets and carry on its business and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party and consummate the Transactions, and (iii) is duly qualified and is licensed and, as applicable, in good standing under the laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; in each case referred to in

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clause (ii)(A) or (iii), where the failure to do so has, or could reasonably be expected to have, a Material Adverse Effect.; provided, however, that the foregoing shall not apply to the Luxembourg Borrower until the earlier of (x) December 31, 2021 (or such later date approved by the Agent in its sole discretion), and (y) the first date after the First Amendment Closing Date that the Luxembourg Borrower makes a Borrowing request.

(b)As of the EffectiveFirst Amendment Closing Date, Parent has no Subsidiaries other than those specifically disclosed in Schedule 4.1, and as of the EffectiveFirst Amendment Closing Date all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable (in each case, to the extent such concept is applicable under applicable Law) and are owned by the Persons and in the amounts specified on Schedule 4.1 free and clear of all Liens except those created under the Loan Documents, the Term Loan Documents and Permitted Liens.

4.2.Due Authorization; No Conflict.

(a)As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary corporate or organizational action on the part of such Loan Party.

(b)Neither the execution and delivery of this Agreement or the other Loan Documents by any Loan Party nor the consummation of the Transactions, nor compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in (a) any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, limited partnership agreement, partnership agreement, certificate of formation, limited liability company agreement or other Governing Documents of any Loan Party or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which any Loan Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subject, where such conflict or default has, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (b) the creation or enforcement of any Lien upon any property (now or hereafter acquired) of any Loan Party or any of its Subsidiaries (other than those created under the Loan Documents, the Term Loan Documents and any agreement governing Incremental Equivalent Debt or any agreements governing any Refinancing Indebtedness thereof).

4.3.Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or for the consummation of the transactions contemplated thereby, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Loan Documents, or (c) the perfection of the Liens created under the Loan Documents (including, subject to Permitted Liens, the first priority nature thereof to the extent required by the Loan Documents) except (i) for those registrations, exemptions, orders, authorizations, consents, approvals, notices or other actions that have been made, obtained, given or taken, (ii) notices, filings and recordings with respect to the Collateral to be made, or otherwise delivered to Agent for filing and/or recordation or to third parties pursuant to the Luxembourg Security Documents or (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make does not have, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

4.4.Binding Obligations; Perfected Liens.

(a)Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by

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equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

(b)The Liens in the Canadian Collateral and the US Collateral granted to Agent pursuant to the Loan Documents constitute, to the extent required by the Loan Documents, valid and perfected first priority Liens, subject to the Permitted Liens. Except for filings contemplated on the Effective Date or such later date as is contemplated by this Agreement and the Loan Documents, no filings are required to perfect such Liens.

(c)When the actions specified in the Luxembourg Security Documents have been taken, the Liens in the Luxembourg Collateral granted to the Agent pursuant to such Luxembourg Security Documents to the extent described therein and to the extent required by the Loan Documents, shall constitute valid and perfected Liens, subject to the Permitted Liens and the terms of the Luxembourg Security Documents.

4.5.Title to Assets; No Encumbrances.

(a)Each of the Loan Parties and its Restricted Subsidiaries has (i) with respect to interests in owned Real Property, good record and marketable legal and insurable fee simple title, subject only to the Permitted Liens, (ii) with respect to leasehold interests in real or personal property, valid leasehold interests, subject only to the Permitted Liens, and (iii) with respect to all other property, good and marketable title to such assets, except (A) as to Real Property for minor defects in title that do not materially interfere with such Loan Party’s or Subsidiary’s ability to conduct its business and to utilize such assets for their intended purposes and (B) as to any property, the failure to have such title or other property interests does not have, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b)The property of each Loan Party is subject to no Liens, other than Permitted Liens.

(c)Schedule 4.5(c) sets forth as of the EffectiveFirst Amendment Closing Date a complete and accurate list of all Real Property owned by each Loan Party, showing as of the date hereofFirst Amendment Closing Date the street address, county or other relevant jurisdiction, state, record owner and, with respect to any Real Property having a book value in excess of $500,0005,000,000, the book value (or, if available, fair market value) thereof.

(d)Schedule 4.5(d) sets forth as of the EffectiveFirst Amendment Closing Date a complete and accurate list of all leases and subleases of Real Property, where CollateralEligible Inventory of the Loan Parties having value in excess of $100,0005,000,000 is located, under which Parent or any other Loan Party is the lessee or comparable party, showing as of the date hereofFirst Amendment Closing Date the street address, county or other relevant jurisdiction, state, lessor and lessee.

4.6.Jurisdiction of Organization; Location of Chief Executive Office; Organizational Identification Number.

(a)The name (within the meaning of the Code or PPSA, as applicable) and jurisdiction of organization of each Loan Party and each of its Subsidiaries, as of the EffectiveFirst Amendment Closing Date, is set forth on Schedule 4.6(a).

(b)The chief executive office of each Loan Party (and the registered office of each Canadian Loan Party and of Luxembourg Borrower) as of the EffectiveFirst Amendment Closing Date, is located at the address indicated on Schedule 4.6(b).

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(c)Each Loan Party’s tax identification or business numbers (or in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation or residence for tax purposes) and organizational identification numbers, if any, are identified on Schedule 4.6(c) as of the EffectiveFirst Amendment Closing Date.

4.7.Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrowers, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against a Loan Party or any of its Subsidiaries that (a) individually or in the aggregate, if adversely determined, has or would reasonably be expected to have a Material Adverse Effect or (b) purport to affect or pertain to this Agreement, any other Loan Document, or the consummation of the transactions contemplated under this Agreement, other than any proceeding brought by a Loan Party against a Defaulting Lender in respect of such Defaulting Lender’s action or inaction under this Agreement.

4.8.Compliance with Laws. Other than with respect to Anti-Corruption Laws, each Loan Party and each Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, (a) except in such instances where such requirement of Law or order, writ, injunction or decree is subject to a Permitted Protest or (b) where the failure to comply therewith, either individually or in the aggregate, has, or would reasonably be expected to have, a Material Adverse Effect. With respect to Anti-Corruption Laws, orders, writs, injunctions and decrees, including without limitation, those described in Section 4.18 below, each Loan Party and each Subsidiary thereof is in compliance in all material respects with the requirements of all such Laws and all such orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances where such requirement of Law or order, writ, injunction or decree is subject to a Permitted Protest.

4.9.Financial Statements; No Material Adverse Effect.

(a)The audited financial statements of Parent and its Subsidiaries for the fiscal year ending December 31, 20182020 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case to the extent required by GAAP.

(b)Since December 31, 20182020, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

4.10.Solvency.

(a)Each Borrower, individually, is Solvent and Parent and its Subsidiaries, on a consolidated basis, are Solvent.

(b)No transfer of property is being made by any Loan Party and no obligation is being incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of such Loan Party.

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4.11.Employee Benefits.

(a)Each Plan is in compliance with the applicable provisions of ERISA, the IRC and other federal or state laws, where the failure to so comply has, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the IRC has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the IRC and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the IRC, or an application for such a letter is currently being processed by the Internal Revenue Service. To the knowledge of Borrowers, nothing has occurred that would prevent or cause the loss of such tax qualified status where any such occurrence has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b)There are no pending or, to the knowledge of Borrowers, threatened claims, actions or lawsuits, or actions by any Governmental Authority, with respect to any Plan that has, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(c)Except as set forth in Schedule 4.11, hereto, (i) no ERISA Event has occurred, and neither Parent nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event; (ii) Parent and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained in respect of any Pension Plan; and (iii) neither Parent nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA with respect to any Pension Plan, except, with respect to subsections (i) through (iii) above, as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(d)As of the EffectiveFirst Amendment Closing Date, no Loan Party nor any of its Subsidiaries maintains, sponsors, administers, contributes to, participates in or has any liability in respect of any Specified Canadian Pension Plan, nor has any such Person ever maintained, sponsored, administered, contributed or participated in any Specified Canadian Pension Plan. Except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (i) the Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and any other applicable Laws which require registration, have been administered in accordance with the Income Tax Act (Canada) and such other applicable Law and no event has occurred which could cause the loss of such registered status, (ii) all obligations of the Loan Parties and their Subsidiaries (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Canadian Pension Plans and the funding agreements relating thereto have been performed on a timely basis, and (iii) all contributions, premiums or payments required to be made or paid by the Loan Parties and their Subsidiaries to the Canadian Pension Plans have been made on a timely basis in accordance with the terms of such plans and all applicable Laws.

4.12.Environmental Condition.

(a)Parent, for itself and the other Loan Parties, conducts in the ordinary course of business a review of the effect of existing Environmental Laws relating to remedial obligations and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrowers have reasonably concluded that such effect of existing Environmental Laws relating to remedial actions and claims

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alleging potential liability or responsibility for violation of any Environmental Law that has, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (including for this purpose taking into account any reserves).

(b)Except as otherwise set forth in Schedule 4.12 or where such status or condition could not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect: (i) none of the properties currently or, to the knowledge of the Loan Parties, formerly owned or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and have never been any underground or above ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Loan Parties, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; (iv) Hazardous Materials have not been released, discharged or disposed of on any property currently owned or operated by any Loan Party or any of its Subsidiaries; (v) neither any Loan Party nor any of its Subsidiaries is undertaking, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (vi) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner that would not reasonably expected to result in liability to any Loan Party.

4.13.Foreign Plans. To the extent applicable, each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable requirements of law and has been maintained, where required, in good standing with applicable regulatory authorities, except to the extent that the failure so to comply could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary thereof has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan that is funded, determined as of the end of the most recently ended fiscal year of the applicable Loan Party or Subsidiary, as applicable, on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property of such Foreign Plan by a material amount, and for each Foreign Plan that is not funded, the obligations of such Foreign Plan are properly accrued.

4.14.Reserved.

4.15.Reserved.

4.16.Complete Disclosure. All factual information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents, and all other such factual information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) hereafter furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and will not 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

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circumstances under which such information was provided. As of the date on which any Projections are delivered to Agent, such Projections represent, Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries, that no assurances can be given that such Projections will be realized, and that actual results may differ in a material manner from such Projections). As of the date of each delivery thereof, the information included in the Beneficial Ownership Certification is true and correct in all respects.

4.17.Reserved.

4.18.Patriot Act; Anti-Corruption Laws. To the extent applicable, each Loan Party is in compliance, in all material respects, with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, (b) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001, as amended) (the “Patriot Act”); and (c) Canadian AML Legislation. No part of the proceeds of the loansLoans made hereunder will be used by any Loan Party or any of their Affiliates, directly or indirectly, (i) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA, or (ii) in any other manner that would cause a violation in any material respect of any applicable anti-bribery, anti-corruption or anti-money laundering laws. No Loan Party nor any of its Subsidiaries, nor to the knowledge of any Loan Party, any director or officer, or any employee, agent or Affiliate of, any Loan Party or any of its Subsidiaries, has taken any action, directly or indirectly, that would result in a violation in any material respect by such persons of anyapplicable anti-bribery, anti-corruption or anti-money laundering law. Furthermore, each Loan Party and, to the knowledge of each Loan Party, its employees, agents and Affiliates have conducted their businesses in compliance in all material respects with the UK Bribery Act, the FCPA and similar laws, rules or regulations, in each case, to the extent applicable to the Loan Parties and, in their reasonable business judgment, have instituted and maintain policies and procedures designed to ensure continued compliance therewith.

4.19.Reserved.

4.20.Taxes. All material federal, state, provincial, local and other tax returns required to have been filed with respect to each Loan Party and each Restricted Subsidiary of each Loan Party have been filed (or extensions have been obtained), and payment or adequate provision has been made for the payment of all taxes, fees, assessments and other governmental charges which have or may become due pursuant to said returns and all other material taxes and assessments owing by a Loan Party except (a) to the extent that such returns, taxes, fees, assessments andor other charges are being contested in good faith by appropriate proceedings diligently conducted and for which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made, or (b) where the failure to do so could not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

4.21.Margin Stock. No Loan 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 (within the meaning of Regulation U issued by the Federal Reserve Board), or extending credit for the purpose of purchasing or carrying margin stock.Margin Stock. No part of the proceeds of the Loans made to Borrowers will be used to purchase or carry any such Margin Stock or to extend credit to others for the

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purpose of purchasing or carrying any such Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors of the United States Federal Reserve.

4.22.Investment Company Act. None of Parent, any Person controlling Parent, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940 or is subject to regulation under the Investment Company Act.

4.23.OFAC; Anti-Corruption Laws; Anti-Money Laundering Laws.

(a)Subject to Section 4.23(d), no Loan Party nor any of its Subsidiaries is in violation of any Sanctions applicable to the Loan Parties. No Loan Party nor any of its Subsidiaries, nor to the knowledge of any Loan Party, any director or officer, or any employee, agent or Affiliate of, any Loan Party or any of its Subsidiaries (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has its assets located in Sanctioned Entities, or (iii) derives revenues from investments in, or transactions with Sanctioned Persons or Sanctioned Entities.

(b)Subject to Section 4.23(d), each of the Loan Parties and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance with all Sanctions, and material compliance with all Anti-Corruption Laws and Anti-Money Laundering Laws. Each of the Loan Parties and its Subsidiaries, and to the knowledge of each such Loan Party, each director, officer, employee, agent and Affiliate of each such Loan Party and each such Subsidiary, is (i) in compliance with all Sanctions, and (ii) in compliance with all Anti-Corruption Laws and Anti-Money Laundering Laws in all material respects.

(c)No proceeds of any Revolving Loan (including any Swing Loan, Protective Advance or Overadvance) or any Letter of Credit will be used directly or indirectly (i) to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity, or (ii) in any other manner that would result in a violation of any Sanction, Anti-Corruption Law or Anti-Money Laundering Law by any Person (including without limitation any Person participating in Revolving Loans or Letters of Credit).

(d)The representations and warranties provided for in Sections 4.23(a) and (b) shall only apply to any Loan Party and its respective Subsidiaries which is bound by any Anti-Boycott Regulations insofar as the giving thereof and compliance therewith do not and will not result in a violation of or conflict with or liability under any Anti-Boycott Regulations.

4.24.Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowers, threatened against Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Parent or its Restricted Subsidiaries which arises out of or under any collective bargaining agreement and that, individually or in the aggregate, has or could reasonably be expected to have a Material Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Parent or its Subsidiaries that, individually or in the aggregate, has or could reasonably be expected to have a Material Adverse Effect. Neither Parent nor any of its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar Laws, which remains unpaid or unsatisfied.except as could not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. The hours worked and payments made to employees of Parent or its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, where such violations have or would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All material payments due from Parent or its Restricted Subsidiaries on account of wages and employee health and welfare insurance, employer and employee deductions and premiums and other benefits have been paid or

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accrued as a liability on the books of Parent, where the failure to do so, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect.

4.25. Eligible Life Insurance Policies

. As to each Eligible Life Insurance Policy that is identified by any Borrower as an Eligible Life Insurance Policy in a US Borrowing Base Certificate submitted to Agent, such Eligible Life Insurance Policy is not excluded as ineligible by virtue of one or more of the excluding criteria (other than Agent-discretionary criteria) set forth in the definition of Eligible Life Insurance Policy.

1.25.Reserved.

4.26.Eligible Accounts. As to each Account that is identified by any Borrower as an Eligible Account in a US Borrowing Base Certificate, a Canadian Borrowing Base Certificate or a Luxembourg Borrowing Base Certificate submitted to Agent, such Account is (a) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the ordinary course of the Loan Parties’ business, (b) owed to one or more of the Loan Parties, and (c) not excluded as ineligible by virtue of one or more of the excluding criteria (other than Agent-discretionary criteria) set forth in the definition of Eligible Accounts.

4.27.Eligible Inventory. As to each item of Inventory that is identified by any Borrower as Eligible Inventory in a US Borrowing Base Certificate, a Canadian Borrowing Base Certificate or a Luxembourg Borrowing Base Certificate submitted to Agent, such Inventory is (a) of good and merchantable quality, free from known defects, and (b) not excluded as ineligible by virtue of one or more of the excluding criteria (other than Agent-discretionary criteria) set forth in the definition of Eligible Inventory.

4.28.Locations of Inventory and Equipment. As of the EffectiveFirst Amendment Closing Date, theEligible Inventory of the Loan Parties having an aggregate value in excess of $1,000,000 are5,000,000 is not stored with a bailee, warehouseman, or similar party other than those identified on Schedule 4.28(a) and areis otherwise located only at, or in-transit between or to, the locations identified on Schedule 4.28(b). As of the Effective Date, the Equipment (other than vehicles or Equipment out for repair) of the Loan Parties having an aggregate value in excess of $1,000,000 are not stored with a bailee, warehouseman, or similar party other than those identified on Schedule 4.28(a) and are otherwise located only at, or in-transit between or to, the locations identified on Schedule 4.28(b).

4.29.Inventory Records. Each Loan Party keeps correct and accurate records in all material respects itemizing and describing the type, quality, and quantity of its Inventory and the book value thereof.

4.30.No Default. No Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

4.31.Insurance. The properties of the Loan Parties are insured with financially sound insurance companies, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where Parent or the applicable Loan Party operates.

4.32.Common Enterprise. Borrowers and Guarantors make up a related organization of various entities constituting a single economic and business enterprise so that Borrowers and Guarantors share an identity of interests such that any benefit received by any one of them benefits the others. Certain Borrowers and Guarantors render services to or for the benefit of the other Borrowers and/or Guarantors,

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as the case may be, purchase or sell and supply goods to or from or for the benefit of the others, make loans, advances and provide other financial accommodations to or for the benefit of the other Borrowers and Guarantors (including inter alia, the payment by Borrowers and Guarantors of creditors of the other Borrowers or Guarantors and guarantees by Borrowers and Guarantors of indebtedness of the other Borrowers and Guarantors and provide administrative, marketing, payroll and management services to or for the benefit of the other Borrowers and Guarantors). Borrowers and Guarantors have the same chief executive office, centralized accounting and legal services, certain common officers and directors and generally do not provide consolidating financial statements to creditors.

4.33.COMI

. Luxembourg Borrower has its place of central administration and, for the purpose of the Insolvency Regulation, the centre of its main interests (centre des intérêts principaux) in Luxembourg.

4.34.Luxembourg Domiciliation

. Luxembourg Borrower is in compliance with all the legal requirements of the Luxembourg law dated 31 May 1999 on the domiciliation of companies, as amended (and the relevant regulations).

4.35.No Withholding Tax

. As at the date of this AgreementFirst Amendment Closing Date, no Loan Party is required to make any deduction for or on account of Luxembourg Tax from any payment it may make under any Loan Document.

4.36.No Stamp Duty

. Under the regulations of Luxembourg, it is not necessary that the Loan Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar tax or fee be paid on or in relation to the Loan Documents or the transactions contemplated by the Loan Documents; except if the Loan Documents are (i) voluntarily presented to the registration formalities (including where the Loan Documents are deposited in the minutes of a notary) or (ii) appended to a document that requires mandatory registration, a registration duty (droit d’enregistrement) will be due, the amount of which will depend on the nature of the Loan Documents to be registered.

5.AFFIRMATIVE COVENANTS.

Each Loan Party covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations, the Loan Parties shall and shall cause each of their Restricted Subsidiaries to comply with each of the following:

5.1.Financial Statements, Reports, Certificates.

(a)(i) Deliver to Agent, with copies to each Lender, each of the financial statements, reports, and other items set forth on Schedule 5.1 no later than the times specified therein, (ii) maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Parent or such Subsidiary, as the case may be, and (iii) cause each Subsidiary of a Loan Party to have the same fiscal year as Parent.

(b)Documents required to be delivered pursuant to this Section 5.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically

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and if so delivered, shall be deemed to have been delivered on the date (i) on which Parent posts such documents, or provides a link thereto on Parent’s website on the Internet at the website address listed on Schedule 5.1; or (ii) on which such documents are posted on Parent’s behalf on an Internet or intranet website, if any, to which each Lender and Agent have access (whether a commercial, third-party website or whether sponsored by Agent); provided, that: (i) upon the written request of Agent, Parent shall deliver paper copies of such documents to Agent or any Lender that requests Parent to deliver such paper copies until a written request to cease delivering paper copies is given by Agent or such Lender and (ii) Parent shall notify Agent (by telecopier or electronic mail) of the posting of any such documents and provide to Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Parent shall be required to provide paper copies (which may be electronic) of the Compliance Certificates required by this Section 5.1 to Agent. Except for such Compliance Certificates, Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Parent with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

(c)Each Loan Party hereby acknowledges that (i) Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Parent or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Parent hereby agrees that so long as Parent is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (A) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (B) by marking Borrower Materials “PUBLIC,” Parent shall be deemed to have authorized Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Parent or its securities for purposes of United States federal and state securities laws (provided, that, to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 17.9); (C) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (D) Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

5.2.Collateral Reporting. Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the reports set forth on Schedule 5.2 at the times specified therein. In addition, each Borrower agrees to use commercially reasonable efforts in cooperation with Agent to facilitate and establish a system of electronic collateral reporting in order to provide electronic reporting of each of the items set forth on such Schedule.

5.3.Existence. Except as otherwise permitted under Section 6.3 or Section 6.4, at all times maintain and preserve in full force and effect its existence (including being in good standing in its jurisdiction of organization) and all rights and franchises, licenses and permits material to its business where the failure to do so has or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; provided, that, no Loan Party or any of its Restricted Subsidiaries shall be required to preserve any such right or franchise, licenses or permits if such Person’s Board of Directors (or similar governing body) shall determine that the failure to preserve it could not reasonably be expected to result in a Material Adverse Effect.; provided, further, that the foregoing shall not apply to the

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Luxembourg Borrower until the earlier of (i) December 31, 2021 (or such later date approved by the Agent in its sole discretion), and (ii) the first date after the First Amendment Closing Date that the Luxembourg Borrower makes a Borrowing request.

5.4.Maintenance of Properties. Except as otherwise permitted under Section 6.3 or Section 6.4, maintain and preserve all of its assets that are necessary for the proper conduct of its business in good working order and condition, except for (a) ordinary wear, tear, and casualty, (b) Permitted Dispositions, or (c) in the case of assets other than the Revolving Loan Priority Collateral where the failure to do so has or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and comply with the provisions of all leases to which it is a party as lessee, so as to prevent the loss or forfeiture thereof, (i) unless such provisions are the subject of a Permitted Protest, or (ii) where the failure to so comply has or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

5.5.Taxes. Cause all material assessments and Taxes imposed, levied, or assessed against any Loan Party or its Subsidiaries, or any of their respective assets or in respect of any of its income, businesses, or franchises to be paid in full, before delinquency or before the expiration of any extension period, except (a) to the extent that the validity of such assessment or Tax shall be the subject of a Permitted Protest and so long as, in the case of an assessment or Tax that has become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such assessment or tax. Parent will and will cause each of its Subsidiaries to make timely payment or deposit with the appropriate taxing authority of all Tax payments and withholding Taxes made by it and them and all other material taxes required to be paid ordeposited by it or them by applicable laws, including those laws concerning F.I.C.A., F.U.T.A., state disability, and local, state, provincial and federal income taxes, and will, upon request, furnish Agent with proof reasonably satisfactory to Agent indicating that each Loan Party and its Subsidiaries have made such payments or deposits.or (b) where the failure to do so could not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

5.6.Insurance.

(a)Property, Business Interruption and Liability Insurance. At Borrowers’ expense, maintain insurance respecting each of the Loan Parties’ assets wherever located, covering liabilities, losses or damage as customarily are insured against by other Persons engaged in the same or similar businesses. All such policies of insurance shall be with financially sound insurance companies and in such amounts (after giving effect to any self-insurance maintained consistent with the standards provided for herein) as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and in any event, as to any Revolving Loan Priority Collateral, in amounts, adequacy and scope reasonably satisfactory to Agent (and Agent acknowledges that based on the information provided to it on or prior to the date hereof with respect thereto, as to insurance coverage for the Revolving Loan Priority Collateral in effect on the date hereof, the amounts, adequacy and scope are reasonably satisfactory to it). Subject to the Term Loan Intercreditor Agreement, all property insurance policies covering the Collateral are to be made payable to Agent, as its interests may appear, in case of loss, pursuant to a standard loss payable endorsement with a standard noncontributory “lender” or “secured party” clause and are to contain such other provisions as Agent may reasonably require to fully protect the Lenders’ interest in the Collateral and to any payments to be made under such policies. All certificates of property and general liability insurance are to be delivered to Agent, with the loss payable (but only in respect of Collateral) and additional insured endorsements in favor of Agent and shall provide for not less than thirty (30) days (ten (10) days in the case of non-payment) prior written notice to Agent of the exercise of any right of cancellation. If any Borrower fails to maintain such insurance, Agent may arrange for such insurance, but at such Borrower’s expense and without any responsibility on Agent’s part for obtaining the insurance, the solvency of the insurance

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companies, the adequacy of the coverage, or the collection of claims. Borrowers shall give Agent prompt notice of any loss of (i) Revolving Loan Priority Collateral exceeding $3,000,0005,000,000 and (ii) Collateral exceeding $6,000,00015,000,000, in each case, covered by its casualty or business interruption insurance. Upon the occurrence and during the continuance of an Event of Default and subject to the Term Loan Intercreditor Agreement, upon exercise by Agent of its rights pursuant to Article 9, Agent shall have the sole right to file claims under any property and general liability insurance policies in respect of the Collateral, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies. If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under any Flood Law, then Parent shall, or shall cause each Loan Party to, maintain, or cause to be maintained, with a financially sound insurer, flood insurances with respect to Mortgaged Property, as required by applicable Laws.

(b) Life Insurance.At Borrowers’ expense, maintain each Life Insurance Policy. If any Borrower fails to maintain any such insurance, to the extent any such insurance has not been paid for in full, Agent may pay the premiums thereon or otherwise arrange for such insurance, but at such Borrower’s expense and without any responsibility on Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Notwithstanding anything in any Life Insurance Assignment to the contrary, Borrowers agree that any such payments made by Agent at Borrowers’ expense shall constitute Obligations chargeable to the Loan Account hereunder and bear interest at a per annum rate equal to the Base Rate plus the Applicable Margin for Base Rate Loans. Borrowers shall give Agent prompt notice of the death of any Person covered by any Life Insurance Policy. Agent shall have the sole right to file claims under any Life Insurance Policy, to collect the net proceeds of any such policy, to surrender any such policy, to obtain policy loans thereon from the insurer, to receive, receipt and give acquittance for any payments that may be payable thereunder (including without limitation, the right to collect and receive all distributions or shares of surplus, dividend deposits or additions to such policy made or apportioned thereto, and to exercise any and all options contained in such policy with respect thereto), to exercise all nonforfeiture rights under such policy, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policy. Borrowers shall take all action requested by Agent and necessary to cause each Life Insurance Policy to be at all times subject to an effective Life Insurance Assignment.

(b)[Reserved.]

5.7.Inspection, Field Examinations, and Appraisals. Permit Agent and each of its duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to conduct appraisals and valuations, to examine and make copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers and employees at such reasonable times and intervals as Agent may designate and, so long as no Event of Default exists and is continuing, with reasonable prior notice to Administrative Borrower all at such times and intervals as Agent may request, all at Borrower’s expense, in each case subject to Section 17.9; provided, that, (a) as to field examinations and inventory appraisals, there shall be: (i) no more than one (1) field examination and one (1) inventory appraisal in any twelvetwenty-four (1224) month period at the expense of Borrowers so long as (A) Excess Availability during such twelve (12) month period is not less than fifteen percent (15%) of the Maximum Credit or (B) US Excess Availability is not less than twelve and one-half percent (12.5%) of the Maximum Credit for any three (3) consecutive Business Days during such twelve (12) month period,if Revolver Usage does not exceed zero at any time during such period;

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(ii) no more than threeone (31) field examinationsexamination and one (1) inventory appraisal in any twelve (12) month period at the expense of Borrowers if at any time Excess Availability or US Excess Availability during such twelve (12) month period is less than the applicable amount specified in clause (a)(i) above,Revolver Usage exceeds zero at any time during such period; (iii) no more than two (2) field examinations and two (2) inventory appraisals in any twelve month period at the expense of Borrowers if an Enhanced Reporting Trigger occurs at any time during such period; and (iiiiv) such other field examinations and inventory appraisals as Agent may request at any time an Event of Default exists or has occurred and is continuing at the expense of Borrowers or otherwise at any other times during usual business hours and upon reasonable prior notice at the expense of Agent and Lenders to conduct such field examinations and inventory appraisals in accordance with Agent’s customary practices and procedures; provided, that if no Revolving Loans are outstanding at any time during anyhowever, that if Borrowers request a Revolving Loan or Letter of Credit and Agent has not conducted a field examination or inventory appraisal in the immediately preceding twelve (12) month period, Agent may elect, in its Permitted Discretion, not to conduct any field examinations during such period so long as at least one (1)a field examination is conducted during the subsequent twelve (12) month period, (b) as to Inventory appraisals, there shall be (i) no more than one (1) such appraisal in any twelve (12) month period at the expense of Borrowers so long as (A) Excess Availability during such twelve (12) month period is not less than fifteen percent (15%) of the Maximum Credit or (B) US Excess Availability is not less than twelve and one-half percent (12.5%) of the Maximum Credit for any three (3) consecutive Business Days during such twelve (12) month period, and (ii) no more than two (2) such appraisals in any twelve (12) month period at the expense of Borrowers if at any time Excess Availability or US Excess Availability during such twelve (12) month period is less than the applicable amount specified in clause (b)(i) above; provided, that if no Revolving Loans are outstanding at any time during any twelve (12) month period, Agent may elect, in its Permitted Discretion, not to conduct any Inventory appraisals during such period so long as at least one (1) Inventory appraisal is conducted during the subsequent twelve (12) month period, and (c) suchor inventory appraisal, as applicable, at Borrowers’ expense; and (b) such other appraisals (including with respect to other types of Collateral, in addition to Inventory) as Agent may request at any time an Event of Default exists or has occurred and is continuing at the expense of Borrowers or otherwise at any other times during usual business hours and upon reasonable prior notice at the expense of Agent and Lenders, with such appraisals to be performed in accordance with Agent’s customary practices and procedures. Notwithstanding anything to the contrary in this Section 5.7, none of the Borrowers nor any Subsidiary will be required to disclose or permit the inspection or discussion of, any document, information or other matter (x) that constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (z) that is subject to attorney client or similar privilege or constitutes attorney work product.

5.8.Compliance with Laws.

(a)Comply in all material respects with the requirements of all applicable Anti-Corruption Laws and Anti-Money Laundering Laws, and any rules, regulations, and orders of any Governmental Authority with respect thereto, except in such instances where any such requirement is subject to a Permitted Protest.

(b)With respect to Laws other than Anti-Corruption Laws and Anti-Money Laundering Laws, comply with the requirements of all applicable lawsLaws, rules, regulations, and orders of any Governmental Authority, other than, Laws, the non-compliance with which, individually or in the aggregate, has, or could reasonably be expected to have, a Material Adverse Effect.

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5.9.Environmental

.

(a)Keep any property either owned or operated by Parent or its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens where the failure to do so, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect,

(b)Comply with Environmental Laws where the failure to do so, individually or in the aggregate, has or could reasonably be expected to have a Material Adverse Effect, and provide to Agent documentation of such compliance which Agent reasonably requests,

(c)Promptly notify Agent of any release of which any Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by Parent or its Subsidiaries where any such release, individually or in the aggregate, has or could reasonably be expected to have a Material Adverse Effect, and take any Remedial Actions required to abate said release or otherwise to come into compliance with applicable Environmental Law where the failure to do so, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect, and

(d)Promptly, but in any event within five (5) Business Days of its receipt thereof, provide Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of Parent or its Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against Parent or its Subsidiaries, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority where any such violation, citation or other administrative orderin each case of the foregoing clauses (i) through (iii) that, individually or in the aggregate, has or could reasonably be expected to have a Material Adverse Effect.

5.10.OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws

.

(a)Subject to Section 5.10(b), each Loan Party will, and will cause each of its Subsidiaries to comply (a) with all applicable Sanctions, and (b) in all material respects with all Anti-Corruption Laws and Anti-Money Laundering Laws. Each of the Loan Parties and its Subsidiaries shall in its reasonable business judgment implement and maintain in effect policies and procedures designed to ensure compliance by the Loan Parties and their Subsidiaries and their respective directors, officers, employees, agents and Affiliates with (i) all Sanctions and (ii) all Anti-Corruption Laws and Anti-Money Laundering Laws in all material respects.

(b)The covenants provided for in Section 5.10(a) shall only apply to any Loan Party and its respective Subsidiaries which is bound by any Anti-Boycott Regulations insofar as the giving thereof and compliance therewith do not and will not result in a violation of or conflict with or liability under any Anti-Boycott Regulations.

5.11.Further Assurances.

(a)At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary organized or incorporated under the laws of a State of the United States, the United States, the District of Columbia (each, a “US Subsidiary”) or a Province or Territory of Canada or Canada (each, a “Canadian Subsidiary”) (other than any Excluded Subsidiary or an

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Unrestricted Subsidiary) after the Effective Date, such Loan Party shall (i) within thirty (30) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) cause any such new Subsidiary to provide to Agent a joinder agreement to this Agreement (to the extent such new Subsidiary will be a Borrower hereunder), the Guaranty and the Security Agreement, together with such other security documents (and concurrently with the delivery of any mortgages provided to the Term Loan Agent to secure the Indebtedness under the Term Loan Credit Agreement (other than the Avon Lake Real Property), mortgages with respect to any such Real Property owned by such new Subsidiary and securing such Indebtedness, together with flood certification documentation or other documentation with respect thereto that may be reasonably required by Agent to comply with Flood Laws) as well as appropriate financing statements (and with respect to all Real Property subject to a Mortgage, fixture filings), and supplements and amendments hereto, all in form and substance reasonably satisfactory to Agent (, including being sufficient to grant Agent (x) with respect to any newly formed or acquired US Subsidiary, a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary constituting Revolving Loan Priority Collateral, and a second priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary constituting Collateral other than Revolving Loan Priority Collateral, and (y) with respect to any newly formed or acquired Canadian Subsidiary, a first priority Lien (subject to Permitted Liens) in and to all assets constituting Collateral or Charged Property (each as defined in the Canadian Security Documents) of such Subsidiary, in each case, including to make such Subsidiary a party to this Agreement and the other Loan Documents as a “Borrower” if so agreed by Administrative Borrower and Agent, and otherwise as a “Guarantor”; provided, that, (A) the foregoing shall not be required to be provided to Agent with respect to any Subsidiary of any Loan Party that is an Excluded Subsidiary or an Unrestricted Subsidiary, and (B) it shall be a condition precedent to the joinder of any Subsidiary as a “Borrower” to the Creditthis Agreement and the other Loan Documents that Agent and each Lender shall have confirmed compliance with the Patriot Act or any other “know your customer” laws applicable to Agent and Lenders with respect to such Subsidiary, (ii) with respect to any US Loan Party or Canadian Loan Party, within thirty (30) days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent a pledge agreement (or an addendum to the Security Agreement or Canadian Security Documents) and, subject to the Term Loan Intercreditor Agreement, appropriate certificates and powers (which may be delivered to the Term Loan Agent as bailee for Agent pursuant to and to the extent required by the terms of the Term Loan Intercreditor Agreement) or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Agent; provided, that, only sixty-five percent (65%) of the total outstanding voting Equity Interests of any Subsidiary of any Loan Party that is a CFC or CFC Holding Company (and none of the Equity Interests of any Subsidiary of such CFC or CFC Holding Company) shall be required to be pledged, and (iii) within sixty (60) days of such formation or acquisition (or such later date as permitted by Agent in its discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document.

(b)At any time upon the reasonable request of Agent, execute or deliver to Agent any and all financing statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, mortgages, deeds of trust opinions of counsel, and all other documents (the “Additional Documents”) that Agent may reasonably request in form and substance reas