Common use of No Novation; Acknowledgement and Adjustment of Loans, Payment of Accrued Interest and Fees Clause in Contracts

No Novation; Acknowledgement and Adjustment of Loans, Payment of Accrued Interest and Fees. (a) It is the intent of the parties hereto that this Agreement not constitute a novation of the rights, obligations and liabilities of the respective parties (including the Obligations) existing under the Existing Loan Agreement or evidence payment of all or any of such obligations and liabilities, and such rights, obligations and liabilities shall continue and remain outstanding under the terms and conditions of, and as amended and restated by, this Agreement, and that this Agreement amends and restates in its entirety the Existing Loan Agreement. Without limiting the generality of the foregoing (i) all U.S. Revolving Loans outstanding under, and as defined in, the Existing Loan Agreement shall on the Closing Date become U.S. Revolving Loans hereunder, (ii) all Canadian Revolving Loans outstanding under, and as defined in, the Existing Loan Agreement shall on the Closing Date become Canadian Revolving Loans hereunder, (iii) all Letters of Credit outstanding under, and as defined in, the Existing Loan Agreement shall on the Closing Date become Letters of Credit hereunder and (iv) all other Obligations outstanding under, and as defined in, the Existing Loan Agreement shall on the Closing Date be Obligations under this Agreement. (b) The Borrowers acknowledge and agree that as of the close of business on February 14, 2019, (i) the Aggregate Revolver Outstandings under, and as defined in, the Existing Loan Agreement (excluding the aggregate undrawn amount of all outstanding Letters of Credit under the Existing Loan Agreement) is approximately $1,632,700,000, (ii) the Aggregate U.S. Revolver Outstandings under, and as defined in, the Existing Loan Agreement (excluding the aggregate undrawn amount of all outstanding Letters of Credit under the Existing Loan Agreement) is $1,595,000,000, (iii) the Aggregate Canadian Revolver Outstandings under, and as defined in, the Existing Loan Agreement is Cdn $50,000,000 and (iv) the Letters of Credit outstanding under, and as defined in, the Existing Loan Agreement are set forth on Schedule 1.1A (the “Existing Letters of Credit”). (c) As of the date hereof, immediately prior to giving effect to the amendment and restatement of the Existing Loan Agreement by this Agreement, certain Lenders under, and as such term is defined in, the Existing Loan Agreement, which are not parties hereto (each, an “Exiting Lender”) have entered into a master Assignment and Acceptance Agreement with the Bank pursuant to which each such Exiting Lender assigned to the applicable Bank 100% of its applicable Revolving Credit Commitments and Loans under, and as such terms are defined in, the Existing Loan Agreement (the “Exiting Lender Assignment”). Each party hereto hereby agrees that (i) no consents or notices otherwise required under Section 12.2(a) of the Existing Loan Agreement shall be required for the Exiting Lender Assignment and (ii) all other conditions or requirements set forth in Section 12.2 of the Existing Loan Agreement for the effectiveness of the Exiting Lender Assignment shall be waived. In addition, the Borrowers agree to pay to each applicable Exiting Lender any amounts payable in respect of the assignment by such Exiting Lender under the Exiting Lender Assignment in accordance with Section 5.4 of the Existing Loan Agreement (with the assignment or assignments by such Exiting Lender under the Exiting Lender Assignment being deemed a prepayment for purposes of such Section 5.4). (d) The Borrowers acknowledge and agree that any and all unpaid interest and fees accrued under the Existing Loan Agreement as of (and including) the Agreement Date shall be paid on the Agreement Date. (e) After giving effect to the Exiting Lender Assignment and the amendment and restatement of the Existing Loan Agreement as provided for hereunder, on the date hereof, the outstanding U.S. Revolving Credit Commitments held by one or more of the U.S. Lenders under, and as such terms are defined in, the Existing Loan Agreement shall be converted into Revolving Credit Commitments hereunder and reduced or increased, as applicable, and reallocated amongst one or more Lenders hereunder so that, after giving effect to the provisions of this Section 1.10(e) and Section 1.10(f), each Lender holds the Revolving Credit Commitment set forth on Schedule 1.1 with respect to such Lender. After giving effect to such conversion and reallocation, the outstanding U.S. Revolving Loans may not be held pro rata in accordance with the new Revolving Credit Commitments hereunder. In order to remedy the foregoing, on the Agreement Date, the Lenders shall, as determined by the Agent, make advances among themselves (through the Agent) so that after giving effect thereto the U.S. Revolving Loans will be held by the Lenders on a pro rata basis in accordance with each Lender’s Pro Rata Share (after giving effect to the foregoing Revolving Credit Commitment reallocation and the reallocation pursuant to Section 1.10(f)) and, in such event, the Company shall pay to the applicable Lenders any amounts payable in respect thereof in accordance with Section 5.4 (with any reduction in U.S. Revolving Loans of any Lender pursuant to this Section 1.10(e) being deemed a prepayment for purposes of Section 5.4). Each Lender agrees to wire immediately available funds to the Agent in accordance with this Agreement as may be required by the Agent in connection with the foregoing. Notwithstanding the provisions of Section 12.2, the advances so made by each Lender under this Section 1.10(e) shall be deemed to be a purchase of a corresponding amount of the U.S. Revolving Loans from the applicable Lender or Lenders which hold U.S. Revolving Loans in excess of their Pro Rata Share of the aggregate outstanding U.S. Revolving Loans and shall not be considered an assignment for purposes of Section 12.2. (f) After giving effect to the Exiting Lender Assignment and the amendment and restatement of the Existing Loan Agreement as provided for hereunder, on the date hereof, the outstanding Canadian Revolving Credit Commitments held by one or more of the Canadian Lenders under, and as such terms are defined in, the Existing Loan Agreement shall be converted into Revolving Credit Commitments hereunder and reduced or increased, as applicable, and reallocated amongst one or more Lenders hereunder so that, after giving effect to the provisions of this Section 1.10(f) and Section 1.10(e), each Lender holds the Revolving Credit Commitment set forth on Schedule 1.1 with respect to such Lender. After giving effect to such conversion and reallocation, the outstanding Canadian Revolving Loans may not be held pro rata in accordance with the new Revolving Credit Commitments hereunder. In order to remedy the foregoing, on the Agreement Date, the Lenders shall, as determined by the Agent, make advances among themselves (through the Agent) so that after giving effect thereto the Canadian Revolving Loans will be held by the Lenders on a pro rata basis in accordance with each Lender’s Pro Rata Share (after giving effect to the foregoing Revolving Credit Commitment reallocation and the reallocation pursuant to Section 1.10(e)) and, in such event, the Canadian Borrowers shall pay to the applicable Lenders any amounts payable in respect thereof in accordance with Section 5.4 (with any reduction in Canadian Revolving Loans of any Lender pursuant to this Section 1.10(f) being deemed a prepayment for purposes of Section 5.4). Each Lender agrees to wire immediately available funds to the Agent in accordance with this Agreement as may be required by the Agent in connection with the foregoing. Notwithstanding the provisions of Section 12.2, the advances so made by each Lender under this Section 1.10(f) shall be deemed to be a purchase of a corresponding amount of the Canadian Revolving Loans from the applicable Lender or Lenders which hold Canadian Revolving Loans in excess of their Pro Rata Share of the aggregate outstanding Canadian Revolving Loans and shall not be considered an assignment for purposes of Section 12.2.

No Novation; Acknowledgement and Adjustment of Loans, Payment of Accrued Interest and Fees. (a) It is the intent of the parties hereto that this Agreement not constitute a novation of the rights, obligations and liabilities of the respective parties (including the Obligations) existing under the Existing Original Loan Agreement or evidence payment of all or any of such obligations and liabilities, and such rights, obligations and liabilities shall continue and remain outstanding under the terms and conditions of, and as amended and restated by, this Agreement, and that this Agreement amends and restates in its entirety the Existing Original Loan Agreement. Without limiting the generality of the foregoing (i) all U.S. Revolving Loans outstanding under, and as defined in, the Existing Original Loan Agreement shall on the Closing Date become U.S. Revolving Loans hereunder, (ii) all Canadian Revolving Loans outstanding under, and as defined in, the Existing Original Loan Agreement shall on the Closing Date become Canadian Revolving Loans hereunder, (iii) all Specified Loans outstanding under, and as defined in, the Original Loan Agreement shall on the Closing Date become Specified Loans hereunder, (iv) all Letters of Credit outstanding under, and as defined in, the Existing Original Loan Agreement shall on the Closing Date become Letters of Credit hereunder and (ivv) all other Obligations outstanding under, and as defined in, the Existing Original Loan Agreement shall on the Closing Date be Obligations under this Agreement. (b) The Borrowers acknowledge and agree that as of the close of business on February 14October 13, 20192011, (i) the Aggregate Revolver Outstandings under, and as defined in, the Existing Original Loan Agreement (excluding the aggregate undrawn amount of all outstanding Letters of Credit under the Existing Original Loan Agreement) is approximately $1,632,700,000765,838,400, (ii) the Aggregate U.S. Revolver Outstandings under, and as defined in, the Existing Original Loan Agreement (excluding the aggregate undrawn amount of all outstanding Letters of Credit under the Existing Original Loan Agreement) is $1,595,000,000751,246,400, comprised of $617,000,000, in U.S. Revolving Loans and Cdn$138,000,000 in Specified Loans, under and as defined in the Original Loan Agreement, (iii) the Aggregate Canadian Revolver Outstandings under, and as defined in, the Existing Original Loan Agreement is Cdn $50,000,000 Cdn$15,000,000 and (iv) the Letters of Credit outstanding under, and as defined in, the Existing Original Loan Agreement are set forth on Schedule 1.1A (the “Existing Letters of Credit”). (c) As of the date hereof, immediately prior to giving effect to the amendment and restatement of the Existing Original Loan Agreement by this Agreement, certain Lenders under, and as such term is defined in, the Existing Original Loan Agreement, which are not parties hereto (each, an “Exiting Lender”) have entered into a master Master Assignment and Acceptance Agreement with the Bank pursuant to which each such Exiting Lender assigned to the applicable Bank 100% of its applicable Revolving Credit Commitments and Loans under, and as such terms are defined in, the Existing Original Loan Agreement (the “Exiting Lender Assignment”). Each party hereto hereby agrees that (i) no consents or notices otherwise required under Section 12.2(a) of the Existing Original Loan Agreement shall be required for the Exiting Lender Assignment and (ii) all other conditions or requirements set forth in Section 12.2 of the Existing Original Loan Agreement for the effectiveness of the Exiting Lender Assignment shall be waived. In addition, the Borrowers agree to pay to each applicable Exiting Lender any amounts payable in respect of the assignment by such Exiting Lender under the Exiting Lender Assignment in accordance with Section 5.4 of the Existing Original Loan Agreement (with the assignment or assignments by such Exiting Lender under the Exiting Lender Assignment being deemed a prepayment for purposes of such Section 5.4). (d) The Borrowers acknowledge and agree that any and all unpaid interest and fees accrued under the Existing Original Loan Agreement as of (and including) the Agreement Date shall be paid on the Agreement Date. (e) After giving effect to the Exiting Lender Assignment and the amendment and restatement of the Existing Original Loan Agreement as provided for hereunder, on the date hereof, the outstanding U.S. Revolving Credit Commitments held by one or more of the U.S. Lenders under, and as such terms are defined in, the Existing Original Loan Agreement shall be converted into Revolving Credit Commitments hereunder and reduced or increased, as applicable, and reallocated amongst one or more U.S. Lenders hereunder so that, after giving effect to the provisions of this Section 1.10(e) and Section 1.10(f), that each U.S. Lender holds the U.S. Revolving Credit Commitment set forth on Schedule 1.1 with respect to such U.S. Lender. After giving effect to such conversion and reallocation, the outstanding U.S. Revolving Loans and Specified Loans may not be held pro rata in accordance with the new U.S. Revolving Credit Commitments hereunder. In order to remedy the foregoing, on the Agreement Date, the U.S. Lenders shall, as determined by the Agent, Agent make advances among themselves (through the Agent) so that after giving effect thereto the U.S. Revolving Loans and Specified Loans will be held by the U.S. Lenders on a pro rata basis in accordance with each U.S. Lender’s Pro Rata Share (after giving effect to the foregoing U.S. Revolving Credit Commitment reallocation and the reallocation pursuant to Section 1.10(f)reallocation) and, in such event, the Company U.S. Borrowers shall pay to the applicable U.S. Lenders any amounts payable in respect thereof in accordance with Section 5.4 (with any reduction in U.S. Revolving Loans or Specified Loans of any U.S. Lender pursuant to this Section 1.10(e1.7(e) being deemed a prepayment for purposes of Section 5.4). Each U.S. Lender agrees to wire immediately available funds to the Agent in accordance with this Agreement as may be required by the Agent in connection with the foregoing. Notwithstanding the provisions of Section 12.2, the advances so made by each U.S. Lender under this Section 1.10(e1.7(e) shall be deemed to be a purchase of a corresponding amount of the U.S. Revolving Loans and Specified Loans, as applicable from the applicable U.S. Lender or U.S. Lenders which hold U.S. Revolving Loans and Specified Loans, as applicable in excess of their Pro Rata Share of the aggregate outstanding U.S. Revolving Loans and Specified Loans, as applicable and shall not be considered an assignment for purposes of Section 12.2. (f) After giving effect to the Exiting Lender Assignment and the amendment and restatement of the Existing Original Loan Agreement as provided for hereunder, on the date hereof, the outstanding Canadian Revolving Credit Commitments held by one or more of the Canadian Lenders under, and as such terms are defined in, the Existing Original Loan Agreement shall be converted into Revolving Credit Commitments hereunder and reduced or increased, as applicable, and reallocated amongst one or more Canadian Lenders hereunder so that, after giving effect to the provisions of this Section 1.10(f) and Section 1.10(e), that each Canadian Lender holds the Canadian Revolving Credit Commitment set forth on Schedule 1.1 with respect to such Canadian Lender. After giving effect to such conversion and reallocation, the outstanding Canadian Revolving Loans may not be held pro rata in accordance with the new Canadian Revolving Credit Commitments hereunder. In order to remedy the foregoing, on the Agreement Date, the Canadian Lenders shall, as determined by the Agent, Agent make advances among themselves (through the Agent) so that after giving effect thereto the Canadian Revolving Loans will be held by the Canadian Lenders on a pro rata basis in accordance with each Canadian Lender’s Pro Rata Share (after giving effect to the foregoing Canadian Revolving Credit Commitment reallocation and the reallocation pursuant to Section 1.10(e)reallocation) and, in such event, the Canadian Borrowers Borrower shall pay to the applicable Canadian Lenders any amounts payable in respect thereof in accordance with Section 5.4 (with any reduction in Canadian Revolving Loans of any Canadian Lender pursuant to this Section 1.10(f1.7(f) being deemed a prepayment for purposes of Section 5.4). Each Canadian Lender agrees to wire immediately available funds to the Agent in accordance with this Agreement as may be required by the Agent in connection with the foregoing. Notwithstanding the provisions of Section 12.2, the advances so made by each Canadian Lender under this Section 1.10(f1.7(f) shall be deemed to be a purchase of a corresponding amount of the Canadian Revolving Loans from the applicable Canadian Lender or Canadian Lenders which hold Canadian Revolving Loans in excess of their Pro Rata Share of the aggregate outstanding Canadian Revolving Loans and shall not be considered an assignment for purposes of Section 12.2. (g) Each party hereto which is also a party to the Original Loan Agreement hereby agrees and acknowledges that, effective on the Agreement Date (concurrently with the effectiveness of the Exiting Lender Assignment), all participations or other rights or obligations, of a Participating Lender (as defined in the Original Loan Agreement) under Section 13.17 of the Original Loan Agreement (including, in any event, any Canadian Loan Participation (as defined therein) are hereby terminated.

No Novation; Acknowledgement and Adjustment of Loans, Payment of Accrued Interest and Fees. (a) It is the intent of the parties hereto that this Agreement not constitute a novation of the rights, obligations and liabilities of the respective parties (including the Obligations) existing under the Existing Loan Agreement or evidence payment of all or any of such obligations and liabilities, and such rights, obligations and liabilities shall continue and remain outstanding under the terms and conditions of, and as amended and restated by, this Agreement, and that this Agreement amends and restates in its entirety the Existing Loan Agreement. Without limiting the generality of the foregoing (i) all U.S. Revolving Loans outstanding under, and as defined in, the Existing Loan Agreement shall on the Closing Date become U.S. Revolving Loans hereunder, (ii) all Canadian Revolving Loans outstanding under, and as defined in, the Existing Loan Agreement shall on the Closing Date become Canadian Revolving Loans hereunder, (iii) all Specified Loans outstanding under, and as defined in, the Existing Loan Agreement shall on the Closing Date become Specified Loans hereunder, (iv) all Letters of Credit outstanding under, and as defined in, the Existing Loan Agreement shall on the Closing Date become Letters of Credit hereunder and (ivv) all other Obligations outstanding under, and as defined in, the Existing Loan Agreement shall on the Closing Date be Obligations under this Agreement. (b) The Borrowers acknowledge and agree that as of the close of business on February 14March 30, 20192015, (i) the Aggregate Revolver Outstandings under, and as defined in, the Existing Loan Agreement (excluding the aggregate undrawn amount of all outstanding Letters of Credit under the Existing Loan Agreement) is approximately Cdn $1,632,700,000138,000,000, (ii) the Aggregate U.S. Revolver Outstandings under, and as defined in, the Existing Loan Agreement (excluding the aggregate undrawn amount of all outstanding Letters of Credit under the Existing Loan Agreement) is Cdn $1,595,000,000138,000,000, comprised of zero dollars in U.S. Revolving Loans and Cdn $138,000,000 in Specified Loans, under and as defined in the Existing Loan Agreement, (iii) the Aggregate Canadian Revolver Outstandings under, and as defined in, the Existing Loan Agreement is Cdn $50,000,000 zero and (iv) the Letters of Credit outstanding under, and as defined in, the Existing Loan Agreement are set forth on Schedule 1.1A (the “Existing Letters of Credit”). (c) As of the date hereof, immediately prior to giving effect to the amendment and restatement of the Existing Loan Agreement by this Agreement, certain Lenders under, and as such term is defined in, the Existing Loan Agreement, which are not parties hereto (each, an “Exiting Lender”) have entered into a master Master Assignment and Acceptance Agreement with the Bank pursuant to which each such Exiting Lender assigned to the applicable Bank 100% of its applicable Revolving Credit Commitments and Loans under, and as such terms are defined in, the Existing Loan Agreement (the “Exiting Lender Assignment”). Each party hereto hereby agrees that (i) no consents or notices otherwise required under Section 12.2(a) of the Existing Loan Agreement shall be required for the Exiting Lender Assignment and (ii) all other conditions or requirements set forth in Section 12.2 of the Existing Loan Agreement for the effectiveness of the Exiting Lender Assignment shall be waived. In addition, the Borrowers agree to pay to each applicable Exiting Lender any amounts payable in respect of the assignment by such Exiting Lender under the Exiting Lender Assignment in accordance with Section 5.4 of the Existing Loan Agreement (with the assignment or assignments by such Exiting Lender under the Exiting Lender Assignment being deemed a prepayment for purposes of such Section 5.4). (d) The Borrowers acknowledge and agree that any and all unpaid interest and fees accrued under the Existing Loan Agreement as of (and including) the Agreement Date shall be paid on the Agreement Date. (e) After giving effect to the Exiting Lender Assignment and the amendment and restatement of the Existing Loan Agreement as provided for hereunder, on the date hereof, the outstanding U.S. Revolving Credit Commitments held by one or more of the U.S. Lenders under, and as such terms are defined in, the Existing Loan Agreement shall be converted into Revolving Credit Commitments hereunder and reduced or increased, as applicable, and reallocated amongst one or more U.S. Lenders hereunder so that, after giving effect to the provisions of this Section 1.10(e) and Section 1.10(f), that each U.S. Lender holds the U.S. Revolving Credit Commitment set forth on Schedule 1.1 with respect to such U.S. Lender. After giving effect to such conversion and reallocation, the outstanding U.S. Revolving Loans and Specified Loans may not be held pro rata in accordance with the new U.S. Revolving Credit Commitments hereunder. In order to remedy the foregoing, on the Agreement Date, the U.S. Lenders shall, as determined by the Agent, make advances among themselves (through the Agent) so that after giving effect thereto the U.S. Revolving Loans and Specified Loans will be held by the U.S. Lenders on a pro rata basis in accordance with each U.S. Lender’s Pro Rata Share (after giving effect to the foregoing U.S. Revolving Credit Commitment reallocation and the reallocation pursuant to Section 1.10(f)reallocation) and, in such event, the Company U.S. Borrowers shall pay to the applicable U.S. Lenders any amounts payable in respect thereof in accordance with Section 5.4 (with any reduction in U.S. Revolving Loans or Specified Loans of any U.S. Lender pursuant to this Section 1.10(e1.8(e) being deemed a prepayment for purposes of Section 5.4). Each U.S. Lender agrees to wire immediately available funds to the Agent in accordance with this Agreement as may be required by the Agent in connection with the foregoing. Notwithstanding the provisions of Section 12.2, the advances so made by each U.S. Lender under this Section 1.10(e1.8(e) shall be deemed to be a purchase of a corresponding amount of the U.S. Revolving Loans and Specified Loans, as applicable, from the applicable U.S. Lender or U.S. Lenders which hold U.S. Revolving Loans and Specified Loans, as applicable, in excess of their Pro Rata Share of the aggregate outstanding U.S. Revolving Loans and Specified Loans, as applicable, and shall not be considered an assignment for purposes of Section 12.2. (f) After giving effect to the Exiting Lender Assignment and the amendment and restatement of the Existing Loan Agreement as provided for hereunder, on the date hereof, the outstanding Canadian Revolving Credit Commitments held by one or more of the Canadian Lenders under, and as such terms are defined in, the Existing Loan Agreement shall be converted into Revolving Credit Commitments hereunder and reduced or increased, as applicable, and reallocated amongst one or more Canadian Lenders hereunder so that, after giving effect to the provisions of this Section 1.10(f) and Section 1.10(e), that each Canadian Lender holds the Canadian Revolving Credit Commitment set forth on Schedule 1.1 with respect to such Canadian Lender. After giving effect to such conversion and reallocation, the outstanding Canadian Revolving Loans may not be held pro rata in accordance with the new Canadian Revolving Credit Commitments hereunder. In order to remedy the foregoing, on the Agreement Date, the Canadian Lenders shall, as determined by the Agent, make advances among themselves (through the Agent) so that after giving effect thereto the Canadian Revolving Loans will be held by the Canadian Lenders on a pro rata basis in accordance with each Canadian Lender’s Pro Rata Share (after giving effect to the foregoing Canadian Revolving Credit Commitment reallocation and the reallocation pursuant to Section 1.10(e)reallocation) and, in such event, the Canadian Borrowers Borrower shall pay to the applicable Canadian Lenders any amounts payable in respect thereof in accordance with Section 5.4 (with any reduction in Canadian Revolving Loans of any Canadian Lender pursuant to this Section 1.10(f1.8(f) being deemed a prepayment for purposes of Section 5.4). Each Canadian Lender agrees to wire immediately available funds to the Agent in accordance with this Agreement as may be required by the Agent in connection with the foregoing. Notwithstanding the provisions of Section 12.2, the advances so made by each Canadian Lender under this Section 1.10(f1.8(f) shall be deemed to be a purchase of a corresponding amount of the Canadian Revolving Loans from the applicable Canadian Lender or Canadian Lenders which hold Canadian Revolving Loans in excess of their Pro Rata Share of the aggregate outstanding Canadian Revolving Loans and shall not be considered an assignment for purposes of Section 12.2.

No Novation; Acknowledgement and Adjustment of Loans, Payment of Accrued Interest and Fees. (a) It is the intent of the parties hereto that this Agreement not constitute a novation of the rights, obligations and liabilities of the respective parties (including the Obligations) existing under the Existing Loan Credit Agreement or evidence payment of all or any of such obligations and liabilities, and such rights, obligations and liabilities shall continue and remain outstanding under the terms and conditions of, and as amended and restated by, of this Agreement, and that this Agreement amends and restates in its entirety the Existing Loan Credit Agreement. Without limiting the generality of the foregoing (i) all U.S. Revolving Loans outstanding under, and as defined in, the Existing Loan Credit Agreement shall on the Closing Date become U.S. Revolving Loans hereunder, (ii) all Canadian Revolving Loans outstanding under, and as defined in, the Existing Loan Credit Agreement shall on the Closing Date become Multicurrency Canadian Revolving Loans hereunder, and (iii) all Letters of Credit outstanding under, and as defined in, the Existing Loan Agreement shall on the Closing Date become Letters of Credit hereunder and (iv) all other Obligations outstanding under, and as defined in, the Existing Loan Credit Agreement shall on the Closing Date be Obligations under this Agreement. (b) The Borrowers acknowledge and agree that as of the close of business on February 14July 1, 2019, 2022 (i) the Aggregate Revolver Outstandings under, and as defined in, the Existing Loan Agreement (excluding the aggregate undrawn amount of all outstanding Letters of Credit under the Existing Loan Agreement) is approximately $1,632,700,000, (ii) the Aggregate U.S. Revolver Outstandings under, and as defined in, the Existing Loan Credit Agreement (excluding the aggregate undrawn amount of all outstanding Letters of Credit under under, and as defined in, the Existing Loan Credit Agreement) is approximately $1,595,000,000905,000,000, (iiiii) the Aggregate Canadian Revolver Outstandings under, and as defined in, the Existing Loan Credit Agreement is Cdn $50,000,000 and (iv) excluding the aggregate undrawn amount of Canadian Letters of Credit outstanding under, and as defined in, the Existing Loan Credit Agreement) is $143,000,000, (iii) the Letters of Credit under, and as defined in, the Existing Credit Agreement are set forth on Schedule 1.1A $23,802,794, and (iv) the “Existing Canadian Letters of Credit”)Credit under, and as defined in the Existing Credit Agreement, are $989,922. (c) As of the date hereof, immediately prior to entering into Amendment No. 1 and giving effect to the amendment and restatement of the outstanding obligations under the Existing Loan Credit Agreement by this AgreementAmendment No. 1, certain the Lenders under, and as such term is defined in, the Existing Loan Agreement, which are not parties hereto Credit Agreement (each, each an “Exiting Existing Lender”) have entered into a master Assignment and Acceptance Agreement with the Bank pursuant to which each such Exiting Existing Lender assigned to the applicable Bank 100% of its applicable Revolving Credit Commitments and Loans each under, and as each such terms are term is defined in, the Existing Loan Credit Agreement (the “Exiting Existing Lender AssignmentAssignments”). Each party hereto hereby agrees that (i) no consents or notices otherwise required under Section 12.2(a) of the Existing Loan Credit Agreement shall be required for the Exiting Existing Lender Assignment Assignments and (ii) all other conditions or requirements set forth in Section 12.2 of the Existing Loan Credit Agreement for the effectiveness of the Exiting Existing Lender Assignment Assignments shall be waived. In addition, the Borrowers agree to pay to each applicable Exiting Existing Lender any amounts payable in respect of the assignment by such Exiting Existing Lender under the Exiting Existing Lender Assignment Assignments in accordance with Section 5.4 12.2 of the Existing Loan Agreement (with the assignment or assignments by such Exiting Lender under the Exiting Lender Assignment being deemed a prepayment for purposes of such Section 5.4)Credit Agreement. (d) The Borrowers acknowledge and agree that any and all unpaid interest and fees accrued under the Existing Loan Credit Agreement as of (and including) the Agreement Amendment No. 1 Effective Date shall be paid on the Agreement Amendment No. 1 Effective Date. (e) After giving effect to the Exiting Existing Lender Assignment Assignments and the amendment and restatement of the Existing Loan Agreement as provided for hereunderentering into Amendment No. 1, on the date hereofAmendment No. 1 Effective Date, the outstanding U.S. Existing Lenders that are parties thereto shall be Lenders hereunder and have Revolving Credit Commitments in the amounts set forth on Schedule 1.1 hereto, with the Commitments and Loans assigned to the applicable Bank under the Existing Lender Assignments deemed to be assigned to the Lenders party hereto on the same terms and conditions as those to which the same were assigned to the applicable Bank, to the extent and in the amounts provided for such Lender hereunder, and the Commitments held by one or more of the U.S. Lenders underthat are party hereto, and as such terms are defined in, the Existing Loan Credit Agreement shall be converted into Revolving Credit Commitments hereunder and reduced or increased, as applicable, and reallocated amongst one or more the Lenders hereunder party hereto so that, after giving effect to the provisions of this Section 1.10(e) and Section 1.10(f), each Lender holds the Revolving Credit Commitment set forth on Schedule 1.1 with respect to such Lender. After giving effect to such conversion and reallocation, the outstanding U.S. Revolving Loans may not be held pro rata in accordance with the new Revolving Credit Commitments hereunder. In order to remedy the foregoing, on or about the Agreement Amendment No. 1 Effective Date, the Lenders shall, as determined by the Agent, make advances among themselves (through the Agent) so that after giving effect thereto the U.S. Revolving Loans will be held by the Lenders on a pro rata basis in accordance with each Lender’s Pro Rata Share (after giving effect to the foregoing Revolving Credit Commitment reallocation and the reallocation pursuant to Section 1.10(f)reallocation) and, in such event, the Company shall pay to the applicable Lenders any amounts payable in respect thereof in accordance with Section 5.4 (with any reduction in U.S. Revolving Loans of any Lender pursuant to this Section 1.10(e) being deemed a prepayment for purposes of Section 5.4). Each Lender agrees to wire immediately available funds to the Agent in accordance with this Agreement as may be required by the Agent in connection with the foregoing. Notwithstanding the provisions of Section 12.2, the advances so made by each Lender under this Section 1.10(e) shall be deemed to be a purchase of a corresponding amount of the U.S. Revolving Loans from the applicable Lender or Lenders which hold U.S. Revolving Loans in excess of their Pro Rata Share of the aggregate outstanding U.S. Revolving Loans and shall not be considered an assignment for purposes of Section 12.2. (f) After giving effect to the Exiting Lender Assignment and the amendment and restatement of the Existing Loan Agreement as provided for hereunder, on the date hereof, the outstanding Canadian Revolving Credit Commitments held by one or more of the Canadian Lenders under, and as such terms are defined in, the Existing Loan Agreement shall be converted into Revolving Credit Commitments hereunder and reduced or increased, as applicable, and reallocated amongst one or more Lenders hereunder so that, after giving effect to the provisions of this Section 1.10(f) and Section 1.10(e), each Lender holds the Revolving Credit Commitment set forth on Schedule 1.1 with respect to such Lender. After giving effect to such conversion and reallocation, the outstanding Canadian Revolving Loans may not be held pro rata in accordance with the new Revolving Credit Commitments hereunder. In order to remedy the foregoing, on the Agreement Date, the Lenders shall, as determined by the Agent, make advances among themselves (through the Agent) so that after giving effect thereto the Canadian Revolving Loans will be held by the Lenders on a pro rata basis in accordance with each Lender’s Pro Rata Share (after giving effect to the foregoing Revolving Credit Commitment reallocation and the reallocation pursuant to Section 1.10(e)) and, in such event, the Canadian Borrowers shall pay to the applicable Lenders any amounts payable in respect thereof in accordance with Section 5.4 (with any reduction in Canadian Revolving Loans of any Lender pursuant to this Section 1.10(f) being deemed a prepayment for purposes of Section 5.4). Each Lender agrees to wire immediately available funds to the Agent in accordance with this Agreement as may be required by the Agent in connection with the foregoing. Notwithstanding the provisions of Section 12.2, the advances so made by each Lender under this Section 1.10(f) shall be deemed to be a purchase of a corresponding amount of the Canadian Revolving Loans from the applicable Lender or Lenders which hold Canadian Revolving Loans in excess of their Pro Rata Share of the aggregate outstanding Canadian Revolving Loans and shall not be considered an assignment for purposes of Section 12.2.

No Novation; Acknowledgement and Adjustment of Loans, Payment of Accrued Interest and Fees. (a) It is the intent of the parties hereto that this Agreement not constitute a novation of the rights, obligations and liabilities of the respective parties (including the Obligations) existing under the Existing Loan Agreement or evidence payment of all or any of such obligations and liabilities, and such rights, obligations and liabilities shall continue and remain outstanding under the terms and conditions of, and as amended and restated by, of this Agreement, and that this Agreement amends and restates in its entirety the Existing Loan Agreement. Without limiting the generality of the foregoing (i) all U.S. Revolving Loans outstanding under, and as defined in, the Existing Loan Agreement shall on the Closing Date become U.S. Revolving Loans hereunder, (ii) all Canadian Revolving Loans outstanding under, and as defined in, the Existing Loan Agreement shall on the Closing Date become Canadian Revolving Loans hereunder, and (iii) all Letters of Credit outstanding under, and as defined in, the Existing Loan Agreement shall on the Closing Date become Letters of Credit hereunder and (iv) all other Obligations outstanding under, and as defined in, the Existing Loan Agreement shall on the Closing Date be Obligations under this Agreement, except that all Letters of Credit outstanding under, and as defined in, the Existing Loan Agreement on the Closing Date shall not become Letters of Credit hereunder but shall be subject to arrangements with the issuers thereof. (b) The Borrowers acknowledge and agree that as of the close of business on February 14July 30, 2019, 2019 (i) the Aggregate Revolver Outstandings U.S. Facility Lender Exposure under, and as defined in, the Existing Loan Agreement (excluding the aggregate amount of U.S. Facility L/C Obligations under, and as defined in, the Existing Loan Agreement) is approximately $702,000,000.00, (ii) the Aggregate Canadian Facility Lender Exposure under, and as defined in, the Existing Loan Agreement (excluding the aggregate undrawn amount of all outstanding Letters of Credit under the Existing Loan Agreement) is approximately $1,632,700,000, (ii) the Aggregate U.S. Revolver Outstandings Canadian Facility L/C Obligations under, and as defined in, the Existing Loan Agreement (excluding the aggregate undrawn amount of all outstanding Letters of Credit under the Existing Loan Agreement) is $1,595,000,0000, (iii) the Aggregate Canadian Revolver Outstandings under, and as defined in, the Existing Loan Agreement is Cdn $50,000,000 and (iv) the Letters of Credit outstanding U.S. Facility L/C Obligations under, and as defined in, the Existing Loan Agreement are set forth on Schedule 1.1A $24,181,211.06, and (iv) the “Canadian Facility L/C Obligations under, and as defined in the Existing Letters of Credit”)Loan Agreement, are $422,000.00. (c) As of the date hereof, immediately prior to entering into this Agreement and giving effect to the amendment and restatement of the outstanding obligations under the Existing Loan Agreement by this Agreement, certain the Lenders under, and as such term is defined in, the Existing Loan Agreement, which are not parties hereto Agreement (each, each an “Exiting Existing Lender”) have entered into a master Assignment and Acceptance Agreement with the Bank pursuant to which each such Exiting Existing Lender assigned to the applicable Bank 100% of its applicable Revolving Credit Canadian Facility Loan Commitments and/or U.S. Facility Loan Commitments and Loans each under, and as each such terms are term is defined in, the Existing Loan Agreement (the “Exiting Existing Lender AssignmentAssignments”). Each party hereto hereby agrees that (i) no consents or notices otherwise required under Section 12.2(a11.6(a) of the Existing Loan Agreement shall be required for the Exiting Existing Lender Assignment Assignments and (ii) all other conditions or requirements set forth in Section 12.2 11.6 of the Existing Loan Agreement for the effectiveness of the Exiting Existing Lender Assignment Assignments shall be waived. In addition, the Borrowers agree to pay to each applicable Exiting Existing Lender any amounts payable in respect of the assignment by such Exiting Existing Lender under the Exiting Existing Lender Assignment Assignments in accordance with Section 5.4 4.12 of the Existing Loan Agreement (with the assignment or assignments by such Exiting Existing Lender under the Exiting Existing Lender Assignment being deemed a prepayment for purposes of such Section 5.44.12). (d) The Borrowers acknowledge and agree that any and all unpaid interest and fees accrued under the Existing Loan Agreement as of (and including) the Agreement Date shall be paid on the Agreement Date. (e) After giving effect to the Exiting Existing Lender Assignment Assignments and the amendment and restatement of the Existing Loan Agreement as provided for hereunderentering into this Agreement, on the date hereof, the outstanding U.S. Existing Lenders that are parties hereto shall be Lenders hereunder and have Revolving Credit Commitments in the amounts set forth on Schedule 1.1 hereto, with the Commitments and Loans assigned to the applicable Bank under the Existing Lender Assignments deemed to be assigned to the Lenders party hereto on the same terms and conditions as those to which the same were assigned to the applicable Bank, to the extent and in the amounts provided for such Lender hereunder, and the Commitments held by one or more of the U.S. Lenders underthat are party hereto, and as such terms are defined in, the Existing Loan Agreement shall be converted into Revolving Credit Commitments hereunder and reduced or increased, as applicable, and reallocated amongst one or more the Lenders hereunder party hereto so that, after giving effect to the provisions of this Section 1.10(e) and Section 1.10(f), each Lender holds the Revolving Credit Commitment set forth on Schedule 1.1 with respect to such Lender. After giving effect to such conversion and reallocation, the outstanding U.S. Revolving Loans may not be held pro rata in accordance with the new Revolving Credit Commitments hereunder. In order to remedy the foregoing, on or about the Agreement Date, the Lenders shall, as determined by the Agent, make advances among themselves (through the Agent) so that after giving effect thereto the U.S. Revolving Loans will be held by the Lenders on a pro rata basis in accordance with each Lender’s Pro Rata Share (after giving effect to the foregoing Revolving Credit Commitment reallocation and the reallocation pursuant to Section 1.10(f)reallocation) and, in such event, the Company shall pay to the applicable Lenders any amounts payable in respect thereof in accordance with Section 5.4 (with any reduction in U.S. Revolving Loans of any Lender pursuant to this Section 1.10(e) being deemed a prepayment for purposes of Section 5.4). Each Lender agrees to wire immediately available funds to the Agent in accordance with this Agreement as may be required by the Agent in connection with the foregoing. Notwithstanding the provisions of Section 12.2, the advances so made by each Lender under this Section 1.10(e) shall be deemed to be a purchase of a corresponding amount of the U.S. Revolving Loans from the applicable Lender or Lenders which hold U.S. Revolving Loans in excess of their Pro Rata Share of the aggregate outstanding U.S. Revolving Loans and shall not be considered an assignment for purposes of Section 12.2. (f) After giving effect to the Exiting Lender Assignment and the amendment and restatement of the Existing Loan Agreement as provided for hereunder, on the date hereof, the outstanding Canadian Revolving Credit Commitments held by one or more of the Canadian Lenders under, and as such terms are defined in, the Existing Loan Agreement shall be converted into Revolving Credit Commitments hereunder and reduced or increased, as applicable, and reallocated amongst one or more Lenders hereunder so that, after giving effect to the provisions of this Section 1.10(f) and Section 1.10(e), each Lender holds the Revolving Credit Commitment set forth on Schedule 1.1 with respect to such Lender. After giving effect to such conversion and reallocation, the outstanding Canadian Revolving Loans may not be held pro rata in accordance with the new Revolving Credit Commitments hereunder. In order to remedy the foregoing, on the Agreement Date, the Lenders shall, as determined by the Agent, make advances among themselves (through the Agent) so that after giving effect thereto the Canadian Revolving Loans will be held by the Lenders on a pro rata basis in accordance with each Lender’s Pro Rata Share (after giving effect to the foregoing Revolving Credit Commitment reallocation and the reallocation pursuant to Section 1.10(e)) and, in such event, the Canadian Borrowers shall pay to the applicable Lenders any amounts payable in respect thereof in accordance with Section 5.4 (with any reduction in Canadian Revolving Loans of any Lender pursuant to this Section 1.10(f) being deemed a prepayment for purposes of Section 5.4). Each Lender agrees to wire immediately available funds to the Agent in accordance with this Agreement as may be required by the Agent in connection with the foregoing. Notwithstanding the provisions of Section 12.2, the advances so made by each Lender under this Section 1.10(f) shall be deemed to be a purchase of a corresponding amount of the Canadian Revolving Loans from the applicable Lender or Lenders which hold Canadian Revolving Loans in excess of their Pro Rata Share of the aggregate outstanding Canadian Revolving Loans and shall not be considered an assignment for purposes of Section 12.2.

No Novation; Acknowledgement and Adjustment of Loans, Payment of Accrued Interest and Fees. (a) It is the intent of the parties hereto that this Agreement not constitute a novation of the rights, obligations and liabilities of the respective parties (including the Obligations) existing under the Existing Loan Credit Agreement or evidence payment of all or any of such obligations and liabilities, and such rights, obligations and liabilities shall continue and remain outstanding under the terms and conditions of, and as amended and restated by, of this Agreement, and that this Agreement amends and restates in its entirety the Existing Loan Credit Agreement. Without limiting the generality of the foregoing (i) all U.S. Revolving Loans outstanding under, and as defined in, the Existing Loan Credit Agreement shall on the Closing Date become U.S. Revolving Loans hereunder, (ii) all Canadian Revolving Loans outstanding under, and as defined in, the Existing Loan Credit Agreement shall on the Closing Date become Multicurrency Canadian Revolving Loans hereunder, and (iii) all Letters of Credit outstanding under, and as defined in, the Existing Loan Agreement shall on the Closing Date become Letters of Credit hereunder and (iv) all other Obligations outstanding under, and as defined in, the Existing Loan Credit Agreement shall on the Closing Date be Obligations under this Agreement. (b) The Borrowers acknowledge and agree that as of the close of business on February 14July 1, 2019, 2022 (i) the Aggregate Revolver Outstandings under, and as defined in, the Existing Loan Agreement (excluding the aggregate undrawn amount of all outstanding Letters of Credit under the Existing Loan Agreement) is approximately $1,632,700,000, (ii) the Aggregate U.S. Revolver Outstandings under, and as defined in, the Existing Loan Credit Agreement (excluding the aggregate undrawn amount of all outstanding Letters of Credit under under, and as defined in, the Existing Loan Credit Agreement) is approximately $1,595,000,000905,000,000, (iiiii) the Aggregate Canadian Revolver Outstandings under, and as defined in, the Existing Loan Credit Agreement is Cdn $50,000,000 and (iv) excluding the aggregate undrawn amount of Canadian Letters of Credit outstanding under, and as defined in, the Existing Loan Credit Agreement) is $143,000,000, (iii) the Letters of Credit under, and as defined in, the Existing Credit Agreement are set forth on Schedule 1.1A $23,802,794, and (iv) the “Existing Canadian Letters of Credit”)Credit under, and as defined in the Existing Credit Agreement, are $989,922. (c) As of the date hereof, immediately prior to entering into Amendment No. 1 and giving effect to the amendment and restatement of the outstanding obligations under the Existing Loan Credit Agreement by this AgreementAmendment No. 1, certain the Lenders under, and as such term is defined in, the Existing Loan Agreement, which are not parties hereto Credit Agreement (each, each an “Exiting Existing Lender”) have entered into a master Assignment and Acceptance Agreement with the Bank pursuant to which each such Exiting Existing Lender assigned to the applicable Bank 100% of its applicable Revolving Credit Commitments and Loans each under, and as each such terms are term is defined in, the Existing Loan Credit Agreement (the “Exiting Existing Lender AssignmentAssignments”). Each party hereto hereby agrees that (i) no consents or notices otherwise required under Section 12.2(a) of the Existing Loan Credit Agreement shall be required for the Exiting Existing Lender Assignment Assignments and (ii) all other conditions or requirements set forth in Section 12.2 of the Existing Loan Credit Agreement for the effectiveness of the Exiting Existing Lender Assignment Assignments shall be waived. In addition, the Borrowers agree to pay to each applicable Exiting Existing Lender any amounts payable in respect of the assignment by such Exiting Existing Lender under the Exiting Existing Lender Assignment Assignments in accordance with Section 5.4 12.2 of the Existing Loan Agreement (with the assignment or assignments by such Exiting Lender under the Exiting Lender Assignment being deemed a prepayment for purposes of such Section 5.4)Credit Agreement. (d) The Borrowers acknowledge and agree that any and all unpaid interest and fees accrued under the Existing Loan Credit Agreement as of (and including) the Agreement Amendment No. 1 Effective Date shall be paid on the Agreement Date. (e) After giving effect to the Exiting Lender Assignment and the amendment and restatement of the Existing Loan Agreement as provided for hereunder, on the date hereof, the outstanding U.S. Revolving Credit Commitments held by one or more of the U.S. Lenders under, and as such terms are defined in, the Existing Loan Agreement shall be converted into Revolving Credit Commitments hereunder and reduced or increased, as applicable, and reallocated amongst one or more Lenders hereunder so that, after giving effect to the provisions of this Section 1.10(e) and Section 1.10(f), each Lender holds the Revolving Credit Commitment set forth on Schedule 1.1 with respect to such LenderAmendment No. After giving effect to such conversion and reallocation, the outstanding U.S. Revolving Loans may not be held pro rata in accordance with the new Revolving Credit Commitments hereunder. In order to remedy the foregoing, on the Agreement Date, the Lenders shall, as determined by the Agent, make advances among themselves (through the Agent) so that after giving effect thereto the U.S. Revolving Loans will be held by the Lenders on a pro rata basis in accordance with each Lender’s Pro Rata Share (after giving effect to the foregoing Revolving Credit Commitment reallocation and the reallocation pursuant to Section 1.10(f)) and, in such event, the Company shall pay to the applicable Lenders any amounts payable in respect thereof in accordance with Section 5.4 (with any reduction in U.S. Revolving Loans of any Lender pursuant to this Section 1.10(e) being deemed a prepayment for purposes of Section 5.4). Each Lender agrees to wire immediately available funds to the Agent in accordance with this Agreement as may be required by the Agent in connection with the foregoing. Notwithstanding the provisions of Section 12.2, the advances so made by each Lender under this Section 1.10(e) shall be deemed to be a purchase of a corresponding amount of the U.S. Revolving Loans from the applicable Lender or Lenders which hold U.S. Revolving Loans in excess of their Pro Rata Share of the aggregate outstanding U.S. Revolving Loans and shall not be considered an assignment for purposes of Section 12.2. (f) After giving effect to the Exiting Lender Assignment and the amendment and restatement of the Existing Loan Agreement as provided for hereunder, on the date hereof, the outstanding Canadian Revolving Credit Commitments held by one or more of the Canadian Lenders under, and as such terms are defined in, the Existing Loan Agreement shall be converted into Revolving Credit Commitments hereunder and reduced or increased, as applicable, and reallocated amongst one or more Lenders hereunder so that, after giving effect to the provisions of this Section 1.10(f) and Section 1.10(e), each Lender holds the Revolving Credit Commitment set forth on Schedule 1.1 with respect to such Lender. After giving effect to such conversion and reallocation, the outstanding Canadian Revolving Loans may not be held pro rata in accordance with the new Revolving Credit Commitments hereunder. In order to remedy the foregoing, on the Agreement Date, the Lenders shall, as determined by the Agent, make advances among themselves (through the Agent) so that after giving effect thereto the Canadian Revolving Loans will be held by the Lenders on a pro rata basis in accordance with each Lender’s Pro Rata Share (after giving effect to the foregoing Revolving Credit Commitment reallocation and the reallocation pursuant to Section 1.10(e)) and, in such event, the Canadian Borrowers shall pay to the applicable Lenders any amounts payable in respect thereof in accordance with Section 5.4 (with any reduction in Canadian Revolving Loans of any Lender pursuant to this Section 1.10(f) being deemed a prepayment for purposes of Section 5.4). Each Lender agrees to wire immediately available funds to the Agent in accordance with this Agreement as may be required by the Agent in connection with the foregoing. Notwithstanding the provisions of Section 12.2, the advances so made by each Lender under this Section 1.10(f) shall be deemed to be a purchase of a corresponding amount of the Canadian Revolving Loans from the applicable Lender or Lenders which hold Canadian Revolving Loans in excess of their Pro Rata Share of the aggregate outstanding Canadian Revolving Loans and shall not be considered an assignment for purposes of Section 12.2.1

No Novation; Acknowledgement and Adjustment of Loans, Payment of Accrued Interest and Fees. (a) It is the intent of the parties hereto that this Agreement not constitute a novation of the rights, obligations and liabilities of the respective parties (including the Obligations) existing under the Existing Loan Agreement or evidence payment of all or any of such obligations and liabilities, and such rights, obligations and liabilities shall continue and remain outstanding under the terms and conditions of, and as amended and restated by, this Agreement, and that this Agreement amends and restates in its entirety the Existing Loan Agreement. Without limiting the generality of the foregoing (i) all U.S. Revolving Loans, Canadian Revolving Loans, ROW Revolving Loans, ANZ Revolving Loans, U.S. Swingline Loans, Canadian Swingline Loans, ROW Swingline Loans and French Swingline Loans outstanding under, and as defined in, the Existing Loan Agreement shall on the Closing Date become U.S. Revolving Loans, Canadian Revolving Loans, ROW Revolving Loans, ANZ Revolving Loans, U.S. Swingline Loans, Canadian Swingline Loans, ROW Swingline Loans and French Swingline Loans, respectively, hereunder, (ii) all Canadian Revolving Loans outstanding under, and as defined in, the Existing Loan Agreement shall on the Closing Date become Canadian Revolving Loans hereunder, (iii) all Letters of Credit outstanding under, and as defined in, the Existing Loan Agreement shall on the Closing Date become Letters of Credit hereunder and (iviii) all other Obligations outstanding under, and as defined in, the Existing Loan Agreement shall on the Closing Date be Obligations under this Agreement. (b) The Borrowers acknowledge and agree that as of the close of business on February 14June 30, 20192022, (i) the Aggregate Revolver Outstandings under, and as defined in, the Existing Loan Agreement (excluding the aggregate undrawn amount of all outstanding Letters of Credit under the Existing Loan Agreement) is approximately $1,632,700,0001,627,970,582.12, (ii) the Aggregate U.S. Revolver Outstandings under, and as defined in, the Existing Loan Agreement (excluding the aggregate undrawn amount of all outstanding Letters of Credit under the Existing Loan Agreement) is $1,595,000,0001,477,954,320.08, (iii) the Aggregate Canadian Revolver Outstandings under, and as defined in, the Existing Loan Agreement is Cdn $ $50,000,000 11,653,200.75, (iv) the Aggregate ROW Revolver Outstandings under, and as defined in, the Existing Loan Agreement is $11,474,399.97, (v) the Aggregate ANZ Revolving Outstandings under, and as defined in, the Existing Loan Agreement is $119,018,500.00, (vi) the Aggregate French Swingline Outstandings under, and as defined in, the Existing Loan Agreement is $0.00 and (ivvii) the Letters of Credit outstanding under, and as defined in, the Existing Loan Agreement are set forth on Schedule 1.1A (the “Existing Letters of Credit”). (c) As of the date hereof, effective as of the amendment and restatement of the Existing Loan Agreement by this Agreement, each “Lender” under, and as such term is defined in, the Existing Loan Agreement, that is not a party hereto (each, an “Exiting Lender”), solely in its capacity as a “Lender” and a “Revolving Credit Lender” under the Existing Loan Agreement with respect to its existing “Revolving Credit Commitments” and any existing “Revolving Loans” thereunder (as each such term as defined in the Existing Credit Agreement), (i) shall cease to be a party to the Existing Loan Agreement and shall be released from all further obligations thereunder, including in respect of such “Revolving Credit Commitments” and “Revolving Loans” thereunder; provided that each such Exiting Lender shall continue to be entitled to the benefits (in accordance with the Existing Loan Agreement) of Sections 5.1, 5.3, 5.4 and 14.10 of the Existing Loan Agreement as in effect immediately prior to giving effect to the amendment and restatement of the Existing Loan Agreement by this Agreement, certain Lenders underand (ii) shall not be a Lender or a Revolving Credit Lender under this Agreement. On the date hereof, and as such term is defined in, the Existing Loan Agreement, which are not parties hereto (each, an “Exiting Lender”) have entered into a master Assignment and Acceptance Agreement substantially concurrently with the Bank pursuant to which each such Exiting Lender assigned to the applicable Bank 100% of its applicable Revolving Credit Commitments amendment and Loans under, and as such terms are defined in, the Existing Loan Agreement (the “Exiting Lender Assignment”). Each party hereto hereby agrees that (i) no consents or notices otherwise required under Section 12.2(a) restatement of the Existing Loan Agreement by this Agreement, all “Revolving Loans” of each Exiting Lender outstanding under the Existing Credit Agreement shall be required for prepaid in full, together with any and all unpaid interest, fees and other amounts accrued and owing, as of the date hereof, to such Exiting Lender Assignment and (ii) all other conditions or requirements set forth in Section 12.2 of under the Existing Loan Agreement for Agreement. On the effectiveness of the Exiting Lender Assignment shall be waived. In additiondate hereof, the Borrowers agree to Company shall pay to each applicable Exiting Lender any amounts payable thereto in respect of connection with the assignment by such Exiting Lender under the Exiting Lender Assignment foregoing in accordance with Section 5.4 of the Existing Loan Agreement (with the assignment or assignments by such Exiting Lender under the Exiting Lender Assignment being deemed a prepayment for purposes of such Section 5.4). (d) The Borrowers acknowledge and agree that any and all unpaid interest and fees accrued under the Existing Loan Agreement as of (and including) the Agreement Date shall be paid on the Agreement Date. (e) After giving effect to the Exiting Lender Assignment transactions contemplated by the foregoing provisions of this Section 1.10 and the amendment and restatement of the Existing Loan Agreement as provided for hereunder, on the date hereof, the outstanding U.S. Pro Rata Revolving Credit Commitments held by one or more of the U.S. Lenders under, and as such terms are defined in, the Existing Loan Agreement shall be converted into continued as Pro Rata Revolving Credit Commitments hereunder and reduced or increased, as applicable, and reallocated amongst one or more Lenders hereunder so that, after giving effect to the provisions of this Section 1.10(e) and Section 1.10(f), each Lender holds the Pro Rata Revolving Credit Commitment set forth on Schedule 1.1 with respect to such Lender. After giving effect to such conversion continuation and reallocation, the outstanding U.S. Pro Rata Revolving Loans may not be held pro rata in accordance with the new Pro Rata Revolving Credit Commitments hereunder. In order to remedy the foregoing, on the Agreement Date, the Lenders shall, as determined by the Agent, make advances among themselves and, for purposes of the transactions contemplated by Section 2.10(c), to Exiting Lenders for the prepayments of principal owed thereto (through the Agent) in the applicable currencies so that after giving effect thereto the U.S. Pro Rata Revolving Loans will be held by the Lenders on a pro rata basis in accordance with each Lender’s Pro Rata Share (after giving effect to the foregoing Pro Rata Revolving Credit Commitment reallocation reallocation) and the reallocation pursuant “Pro Rata Revolving Loans” of the Exiting Lenders under the Existing Loan Agreement shall have been reduced to Section 1.10(f)) zero and, in such event, the Company shall pay to the applicable Lenders any amounts payable in respect thereof in accordance with Section 5.4 (with any reduction in U.S. any Pro Rata Revolving Loans of any Lender pursuant to this Section 1.10(e) being deemed a prepayment for purposes of Section 5.4). Each Lender agrees to wire immediately available funds in the applicable currencies to the Agent in accordance with this Agreement as may be required by the Agent in connection with the foregoing. Notwithstanding the provisions of Section 12.2, the advances so made by each Lender under this Section 1.10(e) shall be deemed to be a purchase of a corresponding amount of the U.S. applicable Pro Rata Revolving Loans from the applicable Lender or Lenders which hold U.S. such Pro Rata Revolving Loans in excess of their Pro Rata Share of the applicable aggregate outstanding U.S. Pro Rata Revolving Loans and shall not be considered an assignment for purposes of Section 12.2. (f) After giving effect to the Exiting Lender Assignment transactions contemplated by the foregoing provisions of this Section 1.10 and the amendment and restatement of the Existing Loan Agreement as provided for hereunder, on the date hereof, the outstanding Canadian ANZ Revolving Credit Commitments held by one or more of the Canadian Lenders under, and as such terms are defined in, the Existing Loan Agreement shall be converted into continued as ANZ Revolving Credit Commitments hereunder and reduced or increased, as applicable, and reallocated amongst one or more Lenders hereunder so that, after giving effect to the provisions of this Section 1.10(f) and Section 1.10(e), each Lender holds the ANZ Revolving Credit Commitment set forth on Schedule 1.1 with respect to such Lender. After giving effect to such conversion continuation and reallocation, the outstanding Canadian ANZ Revolving Loans may not be held pro rata in accordance with the new ANZ Revolving Credit Commitments hereunder. In order to remedy the foregoing, on the Agreement Date, the Lenders shall, as determined by the Agent, make advances among themselves and, for purposes of the transactions contemplated by Section 2.10(c), to Exiting Lenders for the prepayments of principal owed thereto (through the Agent) in the applicable currencies so that after giving effect thereto the Canadian ANZ Revolving Loans will be held by the Lenders on a pro rata basis in accordance with each Lender’s Pro Rata Share (after giving effect to the foregoing ANZ Revolving Credit Commitment reallocation reallocation) and the reallocation pursuant “ANZ Revolving Loans” of the Exiting Lenders under the Existing Loan Agreement shall have been reduced to Section 1.10(e)) zero and, in such event, the Canadian ANZ Borrowers shall pay to the applicable Lenders any amounts payable in respect thereof in accordance with Section 5.4 (with any reduction in Canadian ANZ Revolving Loans of any Lender pursuant to this Section 1.10(f) being deemed a prepayment for purposes of Section 5.4). Each Lender agrees to wire immediately available funds in the applicable currencies to the Agent in accordance with this Agreement as may be required by the Agent in connection with the foregoing. Notwithstanding the provisions of Section 12.2, the advances so made by each Lender under this Section 1.10(f) shall be deemed to be a purchase of a corresponding amount of the Canadian applicable ANZ Revolving Loans from the applicable Lender or Lenders which hold Canadian such ANZ Revolving Loans in excess of their Pro Rata Share of the applicable aggregate outstanding Canadian ANZ Revolving Loans and shall not be considered an assignment for purposes of Section 12.2.

No Novation; Acknowledgement and Adjustment of Loans, Payment of Accrued Interest and Fees. (a) It is the intent of the parties hereto that this Agreement not constitute a novation of the rights, obligations and liabilities of the respective parties (including the Obligations) existing under the Existing Loan Agreement or evidence payment of all or any of such obligations and liabilities, and such rights, obligations and liabilities shall continue and remain outstanding under the terms and conditions of, and as amended and restated by, this Agreement, and that this Agreement amends and restates in its entirety the Existing Loan Agreement. Without limiting the generality of the foregoing (i) all U.S. Revolving Loans, Canadian Revolving Loans, ROW Revolving Loans, ANZ Revolving Loans, U.S. Swingline Loans, Canadian Swingline Loans, ROW Swingline Loans and French Swingline Loans outstanding under, and as defined in, the Existing Loan Agreement shall on the Closing Date become U.S. Revolving Loans, Canadian Revolving Loans, ROW Revolving Loans, ANZ Revolving Loans, U.S. Swingline Loans, Canadian Swingline Loans, ROW Swingline Loans and French Swingline Loans, respectively, hereunder, (ii) all Canadian Revolving Loans outstanding under, and as defined in, the Existing Loan Agreement shall on the Closing Date become Canadian Revolving Loans hereunder, (iii) all Letters of Credit outstanding under, and as defined in, the Existing Loan Agreement shall on the Closing Date become Letters of Credit hereunder and (iviii) all other Obligations outstanding under, and as defined in, the Existing Loan Agreement shall on the Closing Date be Obligations under this Agreement. (b) The Borrowers acknowledge and agree that as of the close of business on February 14June 29, 20192022, (i) the Aggregate Revolver Outstandings under, and as defined in, the Existing Loan Agreement (excluding the aggregate undrawn amount of all outstanding Letters of Credit under the Existing Loan Agreement) is approximately $1,632,700,0001,627,970,582.12, (ii) the Aggregate U.S. Revolver Outstandings under, and as defined in, the Existing Loan Agreement (excluding the aggregate undrawn amount of all outstanding Letters of Credit under the Existing Loan Agreement) is $1,595,000,0001,477,954,320.08, (iii) the Aggregate Canadian Revolver Outstandings under, and as defined in, the Existing Loan Agreement is Cdn $ $50,000,000 11,653,200.75, (iv) the Aggregate ROW Revolver Outstandings under, and as defined in, the Existing Loan Agreement is $11,474,399.97, (v) the Aggregate ANZ Revolving Outstandings under, and as defined in, the Existing Loan Agreement is $119,018,500.00, (vi) the Aggregate French Swingline Outstandings under, and as defined in, the Existing Loan Agreement is $0.00 and (ivvii) the Letters of Credit outstanding under, and as defined in, the Existing Loan Agreement are set forth on Schedule 1.1A (the “Existing Letters of Credit”). (c) As of the date hereof, immediately prior to giving effect to effective as of the amendment and restatement of the Existing Loan Agreement by this Agreement, certain Lenders each “Lender” under, and as such term is defined in, the Existing Loan Agreement, which are that is not parties a party hereto (each, an “Exiting Lender”) have entered into ), solely in its capacity as a master Assignment “Lender” and Acceptance Agreement with the Bank pursuant to which each such Exiting Lender assigned to the applicable Bank 100% of its applicable a “Revolving Credit Commitments and Loans under, and as such terms are defined in, the Existing Loan Agreement (the “Exiting Lender Assignment”). Each party hereto hereby agrees that (i) no consents or notices otherwise required under Section 12.2(a) of the Existing Loan Agreement shall be required for the Exiting Lender Assignment and (ii) all other conditions or requirements set forth in Section 12.2 of the Existing Loan Agreement for the effectiveness of the Exiting Lender Assignment shall be waived. In addition, the Borrowers agree to pay to each applicable Exiting Lender any amounts payable in respect of the assignment by such Exiting Lender under the Exiting Lender Assignment in accordance with Section 5.4 of the Existing Loan Agreement (with the assignment or assignments by such Exiting Lender under the Exiting Lender Assignment being deemed a prepayment for purposes of such Section 5.4). (d) The Borrowers acknowledge and agree that any and all unpaid interest and fees accrued Lender” under the Existing Loan Agreement with respect to its existing “Revolving Credit Commitments” and any existing “Revolving Loans” thereunder (as of each such term as defined in the Existing Credit Agreement), (and includingi) the Agreement Date shall cease to be paid on the Agreement Date. (e) After giving effect a party to the Exiting Lender Assignment and the amendment and restatement of the Existing Loan Agreement as provided for hereunderand shall be released from all further obligations thereunder, on the date hereof, the outstanding U.S. including in respect of such “Revolving Credit Commitments held by one or more of the U.S. Lenders under, Commitments” and as “Revolving Loans” thereunder; provided that each such terms are defined in, the Existing Loan Agreement Exiting Lender shall continue to be converted into Revolving Credit Commitments hereunder and reduced or increased, as applicable, and reallocated amongst one or more Lenders hereunder so that, after giving effect entitled to the provisions of this Section 1.10(e) and Section 1.10(f), each Lender holds the Revolving Credit Commitment set forth on Schedule 1.1 with respect to such Lender. After giving effect to such conversion and reallocation, the outstanding U.S. Revolving Loans may not be held pro rata benefits (in accordance with the new Revolving Credit Commitments hereunder. In order to remedy the foregoing, on the Agreement Date, the Lenders shall, as determined by the Agent, make advances among themselves (through the Agent) so that after giving effect thereto the U.S. Revolving Loans will be held by the Lenders on a pro rata basis in accordance with each Lender’s Pro Rata Share (after giving effect to the foregoing Revolving Credit Commitment reallocation and the reallocation pursuant to Section 1.10(f)) and, in such event, the Company shall pay to the applicable Lenders any amounts payable in respect thereof in accordance with Section 5.4 (with any reduction in U.S. Revolving Loans of any Lender pursuant to this Section 1.10(e) being deemed a prepayment for purposes of Section 5.4). Each Lender agrees to wire immediately available funds to the Agent in accordance with this Agreement as may be required by the Agent in connection with the foregoing. Notwithstanding the provisions of Section 12.2, the advances so made by each Lender under this Section 1.10(e) shall be deemed to be a purchase of a corresponding amount of the U.S. Revolving Loans from the applicable Lender or Lenders which hold U.S. Revolving Loans in excess of their Pro Rata Share of the aggregate outstanding U.S. Revolving Loans and shall not be considered an assignment for purposes of Section 12.2. (f) After giving effect to the Exiting Lender Assignment and the amendment and restatement of the Existing Loan Agreement as provided for hereunder, on the date hereof, the outstanding Canadian Revolving Credit Commitments held by one or more of the Canadian Lenders under, and as such terms are defined in, the Existing Loan Agreement shall be converted into Revolving Credit Commitments hereunder and reduced or increased, as applicable, and reallocated amongst one or more Lenders hereunder so that, after giving effect to the provisions of this Section 1.10(f) and Section 1.10(e), each Lender holds the Revolving Credit Commitment set forth on Schedule 1.1 with respect to such Lender. After giving effect to such conversion and reallocation, the outstanding Canadian Revolving Loans may not be held pro rata in accordance with the new Revolving Credit Commitments hereunder. In order to remedy the foregoing, on the Agreement Date, the Lenders shall, as determined by the Agent, make advances among themselves (through the Agent) so that after giving effect thereto the Canadian Revolving Loans will be held by the Lenders on a pro rata basis in accordance with each Lender’s Pro Rata Share (after giving effect to the foregoing Revolving Credit Commitment reallocation and the reallocation pursuant to Section 1.10(e)) and, in such event, the Canadian Borrowers shall pay to the applicable Lenders any amounts payable in respect thereof in accordance with Section 5.4 (with any reduction in Canadian Revolving Loans of any Lender pursuant to this Section 1.10(f) being deemed a prepayment for purposes of Section 5.4). Each Lender agrees to wire immediately available funds to the Agent in accordance with this Agreement as may be required by the Agent in connection with the foregoing. Notwithstanding the provisions of Section 12.2, the advances so made by each Lender under this Section 1.10(f) shall be deemed to be a purchase of a corresponding amount of the Canadian Revolving Loans from the applicable Lender or Lenders which hold Canadian Revolving Loans in excess of their Pro Rata Share of the aggregate outstanding Canadian Revolving Loans and shall not be considered an assignment for purposes of Section 12.2.78 [[5848018]][[DMS:6312716v7:05/07/2024--04:04 PM]] 4861-2153-1574 v.2