Common use of ACKNOWLEDGEMENT AND CONSENT1 Clause in Contracts

ACKNOWLEDGEMENT AND CONSENT1. The undersigned hereby acknowledges receipt of a copy of the Amended and Restated ABL Guarantee and Collateral Agreement, dated as of February 28, 2019 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by and among UNIVAR Inc. and the other Granting Parties party thereto in favor of BANK OF AMERICA, N.A., as Collateral Agent and U.S. Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [__________________] Title: [_______________] Address for Notices: [__________________] 1 This consent is necessary only with respect to any Issuer that is not also a Granting Party Annex 1-1 ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [_______ __], 20[_], made by [______________________________], a [______________] corporation [([each an][the] “Additional Granting Party”), in favor of BANK OF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) and as U.S. administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT1. The undersigned hereby acknowledges receipt of a copy of the Amended and Restated ABL Canadian Guarantee and Collateral Agreement, dated as of February 28July 1, 2019 2014 (as amended, supplemented, waived or otherwise modified from time to time, the “Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the ABL Credit Agreement referred to therein, as the case may be), made by and among UNIVAR Inc. and the other Canadian Granting Parties party thereto in favor favour of BANK OF AMERICABank of America, N.A., as Collateral Administrative Agent and U.S. Administrative ABL Collateral Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Canadian Facility Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the ABL Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection subsection 5.3.1 of the Agreement. The terms of Subsections subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [__________________] Title: [_______________] Address for Notices: [__________________] 1 This consent is necessary only with respect to any Issuer that is not also a Canadian Granting Party Party. Annex 1-1 ANNEX 2 to Canadian Guarantee and Collateral Agreement ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [_______ __[ ] [ ], 20[_[ ], made by [______________________________[ ], a [______________[ ] corporation [([each an][the] the “Additional Canadian Granting Party”), in favor favour of BANK OF AMERICABank of America, N.A., as collateral agent (in such capacity, the “ABL Collateral Agent”) and as U.S. administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties party to the ABL Credit Agreement referred to below as a Canadian Facility Lender and the other Secured Parties (as defined in the Canadian Guarantee and Collateral Agreement referred to belowAgreement). All capitalized terms not defined herein shall have the meaning ascribed to them in the such Canadian Guarantee and Collateral AgreementAgreement referred to below, or if not defined therein, in the ABL Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT1. The undersigned hereby acknowledges receipt of a copy of the Second Amended and Restated ABL Guarantee and Collateral Agreement, dated as of February 28October 27, 2019 2022 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by and among UNIVAR Inc. SOLUTIONS INC. and the other Granting Parties party thereto in favor of BANK OF AMERICA, N.A., as Collateral Agent and U.S. Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [__________________] Title: [_______________] Address for Notices: [__________________] 1 This consent is necessary only with respect to any Issuer that is not also a Granting Party Party. Annex 1-1 ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [_______ __], 20[_], made by [______________________________], a [______________] corporation [([each an][the] “Additional Granting Party”), in favor of BANK OF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) and as U.S. administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement, or if not defined therein, in the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT1. The undersigned hereby acknowledges receipt of a copy of the Amended and Restated ABL Guarantee and Collateral Agreement, dated as of February 28June 22, 2019 2012 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by and among UNIVAR NCI Building Systems, Inc. and the other Granting Parties party thereto in favor of BANK OF AMERICACredit Suisse AG, N.A.Cayman Islands Branch, as Collateral Agent and U.S. Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement. The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By: Name: [__________________] Title: [_______________] Address for Notices: [__________________] 1 This consent is necessary only with respect to any Issuer that is not also a Granting Party Annex 1-1 Party. ANNEX 2 ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [_______ __], 20[__], made by [______________________________], a [______________] corporation [([each an][the] the “Additional Granting Party”), in favor of BANK OF AMERICACREDIT SUISSE AG, N.A.CAYMAN ISLANDS BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) and as U.S. administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to belowAgreement). All capitalized terms not defined herein shall have the meaning ascribed to them in such the Guarantee and Collateral AgreementAgreement referred to below, or if not defined therein, in the Credit Agreement.