Common use of Fourth Amendment Effective Date Clause in Contracts

Fourth Amendment Effective Date. This Fourth Amendment shall become effective as of the first date (the “Fourth Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the 2023 Refinancing Term Lenders and the Administrative Agent): (a) The Administrative Agent shall have received a counterpart signature page of this Fourth Amendment duly executed by each Loan Party, the Administrative Agent and each 2023 Refinancing Term Lender (which, for the avoidance of doubt, shall constitute the Required Lenders). (b) The Administrative Agent shall have received a certificate signed by a Responsible Officer of each Loan Party (i) attaching the articles of formation or other or formation documents of such Loan Party and the bylaws, operating agreement or comparable governing document of such Loan Party, in each case, certified by an appropriate Governmental Authority, to the extent applicable, or otherwise certifying there have been no changes to such formation or organizational documents since the date such documents were previously delivered to the Administrative Agent (ii) certifying that attached thereto are the resolutions of the Board of Directors (or other governing body) of such Loan Party approving and authorizing the execution, delivery and performance of this Fourth Amendment and the other Loan Documents, as applicable, as being in full force and effect without modification or amendment as of the Fourth Amendment Effective Date, (iii) attaching signature and incumbency certificates of the Responsible Officers of such Loan Party executing Loan Documents to which it is a party and (iv) attaching the good standing certificates described in clause (c) below. (c) The Administrative Agent shall have received a certificate of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authority of the state of incorporation or formation, as the case may be and to the extent such concept exists. (i) At least three (3) Business Days prior to the Fourth Amendment Effective Date, the Administrative Agent and the Lenders shall have received all documentation and other information about the Loan Parties that shall have been reasonably requested in writing at least ten (10) Business Days prior to the Fourth Amendment Effective Date and that the Administrative Agent and the Lenders reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and (ii) if any Borrower (as defined in the Amended Credit Agreement) qualifies as a “legal entity” customer under the Beneficial Ownership Regulation, such Borrower shall deliver a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in relation to such Borrower (as defined in the Amended Credit Agreement). (e) The Administrative Agent shall have received a written legal opinion, reasonably satisfactory to it (addressed to it and each 2023 Refinancing Term Lender party hereto and dated the Fourth Amendment Effective Date) of: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP New York counsel to the Loan Parties; and (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, Alberta, British Columbia and Ontario counsel to the Loan Parties. (f) Subject to the provisions of Section 10.04 of the Existing Credit Agreement, the Borrowers shall have paid all fees and other amounts due and payable to the Lead Arrangers and the Administrative Agent in connection with this Fourth Amendment, including reimbursement or payment of reasonable costs and expenses actually incurred by the Lead Arranger or the Administrative Agent in connection with this Fourth Amendment, including the reasonable fees, expenses and disbursements of counsel for the Lead Arranger and the Administrative Agent. (g) The Lead Arranger shall have received, for the account of each 2023 Refinancing Term Lender, upfront fees (which may be structured as original issue discount) in an amount equal to 0.50% of the aggregate principal amount of 2023 Refinancing Term Loans of such 2023 Refinancing Term Lender as of the Fourth Amendment Effective Date. (h) The Administrative Agent shall have received: (i) A Request for Credit Extension in respect of the 2023 Refinancing Term Loans to be made on the Fourth Amendment Effective Date; and (ii) A notice of prepayment with respect to the Existing Term Loans in accordance with Section 2.05(a) of the Existing Credit Agreement. (i) The Administrative Agent shall have received a solvency certificate, substantially in the form set forth in Exhibit Q to the Existing Credit Agreement (taking into account the nature of the transactions contemplated hereby), dated the Fourth Amendment Effective Date, of the Initial Borrower’s President. (j) This Fourth Amendment shall comply with Section 2.15(d) of the Existing Credit Agreement.

Fourth Amendment Effective Date. This The effectiveness of this Fourth Amendment shall become effective as is subject to the satisfaction (or written waiver) of the first following conditions (the date (of satisfaction of such conditions being referred to herein as the “Fourth Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the 2023 Refinancing Term Lenders and the Administrative Agent): (a) The Administrative Agent shall have received counterparts (or written evidence satisfactory to the Administrative Agent (which may include a counterpart signature page facsimile or other electronic transmission) that such party has signed a counterpart) of this Fourth Amendment duly executed by (i) each Loan Party, (ii) the Administrative Agent Agent, (iii) each Lender directly affected by the Fourth Amendment and each 2023 Refinancing Term Lender (which, for iv) the avoidance of doubt, shall constitute Lenders constituting the Required Term Lenders). (b) The Administrative Agent Borrower shall have received a certificate signed by a Responsible Officer of each Loan Party paid all fees, compensation and reasonable and documented expenses (i) attaching the articles of formation or other or formation documents of such Loan Party including, without limitation, reasonable and the bylaws, operating agreement or comparable governing document of such Loan Party, in each case, certified by an appropriate Governmental Authority, documented legal fees and expenses to the extent applicable, or otherwise certifying there have been no changes to such formation or organizational documents since the date such documents were previously delivered to the Administrative Agent (ii) certifying that attached thereto are the resolutions of the Board of Directors (or other governing body) of such Loan Party approving and authorizing the execution, delivery and performance of this Fourth Amendment and the other Loan Documents, as applicable, as being in full force and effect without modification or amendment as of the Fourth Amendment Effective Date, (iii) attaching signature and incumbency certificates of the Responsible Officers of such Loan Party executing Loan Documents to which it is a party and (iv) attaching the good standing certificates described in clause (c) below. (c) The Administrative Agent shall have received a certificate of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authority of the state of incorporation or formation, as the case may be and to the extent such concept exists. (i) At invoiced at least three (3) Business Days prior to the Fourth Amendment Effective Date, ) of the Administrative Agent due and the Lenders shall have received all documentation and other information about the Loan Parties that shall have been reasonably requested in writing at least ten (10) Business Days payable on or prior to the Fourth Amendment Effective Date Date, in each case, to the extent required to be paid pursuant to Section 11.04 of the Credit Agreement. (c) The Borrower shall have paid to the Administrative Agent, for the account of each Consenting Lender that executes and that delivers a signature page to this Fourth Amendment to the Administrative Agent on or prior to 5 p.m. EST on December 18, 2023, a consent fee (“Consent Fee”) equal to 0.50% of the outstanding principal amount of such Consenting Lender’s Term Loans that become Tranche B Term Loans on the Fourth Amendment Effective Date. Payment of each Consent Fee will be made in immediately available funds in Dollars and the Lenders reasonably determine is required by United States regulatory authorities under applicable “know your customer” and antiwill not be subject to counterclaim or set-money laundering rules and regulationsoff for, including without limitation the PATRIOT Act and (ii) if or be otherwise affected by, any Borrower (as defined in the Amended Credit Agreement) qualifies as a “legal entity” customer under the Beneficial Ownership Regulation, such Borrower shall deliver a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in relation claim or dispute relating to such Borrower (as defined in the Amended Credit Agreement)any other matter. (d) No Default or Event of Default has occurred and is continuing on the Fourth Amendment Effective Date both before and immediately after giving effect to the transactions contemplated hereunder. (e) Each of the representations and warranties made by any Loan Party in Article III of this Fourth Amendment, and in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the Fourth Amendment Effective Date as if made on and as of the Fourth Amendment Effective Date, except to the extent that such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to (f) The Administrative Agent shall have received a written legal opinion, reasonably satisfactory to it (addressed to it and each 2023 Refinancing Term Lender party hereto and dated the Fourth Amendment Effective Date) of: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP New York counsel to the Loan Parties; and (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, Alberta, British Columbia and Ontario counsel to the Loan Parties. (f) Subject to the provisions of Section 10.04 certificate executed on behalf of the Existing Credit Agreement, the Borrowers shall have paid all fees and other amounts due and payable to the Lead Arrangers and the Administrative Agent in connection with this Fourth Amendment, including reimbursement or payment of reasonable costs and expenses actually incurred Borrower by the Lead Arranger or the Administrative Agent in connection with this Fourth Amendment, including the reasonable fees, expenses and disbursements of counsel for the Lead Arranger and the Administrative Agent. (g) The Lead Arranger shall have received, for the account of each 2023 Refinancing Term Lender, upfront fees (which may be structured as original issue discount) in an amount equal to 0.50% a Responsible Officer of the aggregate principal amount of 2023 Refinancing Term Loans of such 2023 Refinancing Term Lender Borrower dated as of the Fourth Amendment Effective Date. (h) The Administrative Agent shall have received: (i) A Request for Credit Extension in respect of the 2023 Refinancing Term Loans to be made on the Fourth Amendment Effective Date; and (ii) A notice of prepayment with respect , certifying as to the Existing Term Loans in accordance with Section 2.05(a) of the Existing Credit Agreement. (i) The Administrative Agent shall have received a solvency certificate, substantially in the form matters set forth in Exhibit Q to the Existing Credit Agreement paragraphs (taking into account the nature of the transactions contemplated hereby), dated the Fourth Amendment Effective Date, of the Initial Borrower’s President. c) and (jd) This Fourth Amendment shall comply with Section 2.15(d) of the Existing Credit Agreement.above. ARTICLE III

Fourth Amendment Effective Date. This Fourth Amendment shall become effective as of the first date (the “Fourth Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the 2023 Refinancing Term Lenders and the Administrative Agent): (a) The the Administrative Agent shall have received a counterpart signature page of this Fourth Amendment duly executed by Holdings, the Borrower and each Loan Party, the Administrative Agent and each 2023 Refinancing Term Lender (whichcertain Revolving Lenders, for the avoidance of doubtwho shall, shall constitute collectively, represent the Required Revolving Lenders).; (b) The Administrative Agent shall have received a certificate signed all expenses required to be paid by a Responsible Officer of each Loan Party (ior on behalf of) attaching the articles of formation or other or formation documents of such Loan Party and the bylaws, operating agreement or comparable governing document of such Loan Party, in each case, certified by an appropriate Governmental Authority, to the extent applicable, or otherwise certifying there have been no changes to such formation or organizational documents since the date such documents were previously delivered Borrower to the Administrative Agent (ii) certifying that attached thereto are the resolutions including pursuant to Section 9.03 of the Board of Directors (Credit Agreement and pursuant to Section 6 hereof) on or other governing body) of such Loan Party approving and authorizing the execution, delivery and performance of this Fourth Amendment and the other Loan Documents, as applicable, as being in full force and effect without modification or amendment as of before the Fourth Amendment Effective Date, (iii) attaching signature and incumbency certificates of the Responsible Officers of such Loan Party executing Loan Documents to which it is a party and (iv) attaching the good standing certificates described in clause (c) below. (c) The Administrative Agent Date shall have received a certificate of good standing, existence been (or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authority of the state of incorporation or formation, as the case may be and shall substantially contemporaneously be) paid in full in cash (to the extent such concept exists. (i) At invoiced at least three (3) Business Days prior to the Fourth Amendment Effective Date, the Administrative Agent and the Lenders shall have received all documentation and other information about the Loan Parties that shall have been reasonably requested in writing at least ten (10) Business Days prior to the Fourth Amendment Effective Date and that the Administrative Agent and the Lenders reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and (ii) if any Borrower (as defined in the Amended Credit Agreement) qualifies as a “legal entity” customer under the Beneficial Ownership Regulation, such Borrower shall deliver a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in relation to such Borrower (as defined in the Amended Credit Agreement).; (ec) The Administrative Agent shall have received a written legal opinion, reasonably satisfactory to it (addressed to it the representations and each 2023 Refinancing Term Lender party hereto and dated the Fourth Amendment Effective Date) of: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP New York counsel to the Loan Parties; and (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, Alberta, British Columbia and Ontario counsel to the Loan Parties. (f) Subject to the provisions of Section 10.04 warranties set forth in Article 3 of the Existing Credit Agreement, the Borrowers Agreement shall have paid be true and correct in all fees material respects on and other amounts due and payable to the Lead Arrangers and the Administrative Agent in connection with this Fourth Amendment, including reimbursement or payment of reasonable costs and expenses actually incurred by the Lead Arranger or the Administrative Agent in connection with this Fourth Amendment, including the reasonable fees, expenses and disbursements of counsel for the Lead Arranger and the Administrative Agent. (g) The Lead Arranger shall have received, for the account of each 2023 Refinancing Term Lender, upfront fees (which may be structured as original issue discount) in an amount equal to 0.50% of the aggregate principal amount of 2023 Refinancing Term Loans of such 2023 Refinancing Term Lender as of the Fourth Amendment Effective Date. (h) The Administrative Agent shall have received: (i) A Request for Credit Extension in respect of Date with the 2023 Refinancing Term Loans to be same effect as though such representations and warranties had been made on the Fourth Amendment Effective Date; provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; and (iid) A notice no Event of prepayment with respect Default under Section 7 of the Credit Agreement shall be continuing at the time of or immediately after giving effect to the Existing Term Loans in accordance with Section 2.05(a) effectiveness of this Amendment. By executing this Amendment, the Required Revolving Lenders and the Administrative Agent shall be deemed to have consented to, approved or accepted, or be satisfied with, or have waived, each of the Existing Credit Agreement. (i) preceding conditions. The Administrative Agent shall have received post a solvency certificate, substantially in the form set forth in Exhibit Q to the Existing Credit Agreement (taking into account the nature notice of the transactions contemplated hereby), dated effectiveness and occurrence of the Fourth Amendment Effective Date, of which shall be conclusive. The Administrative Agent and the Initial Borrower’s President. Revolving Lenders party hereto (jwho collectively represent the Required Revolving Lenders) This acknowledge and agree that the Fourth Amendment shall comply with Section 2.15(d) of the Existing Credit AgreementEffective Date is June 10, 2020.

Fourth Amendment Effective Date. This Fourth Amendment shall become effective as of the date first date above written (the “"Fourth Amendment Effective Date”") on which each upon the satisfaction of the following conditions shall have been satisfied (or waived by the 2023 Refinancing Term Lenders and the Administrative Agent):conditions: (a) 6.1 The Administrative Agent shall have received a counterpart signature page each of this Fourth Amendment duly the following documents: (a) counterparts hereof executed by each Loan Partythe Borrowers, the Administrative Agent and each 2023 Refinancing Term Lender (which, for the avoidance of doubt, shall constitute the Required Lenders).Lender; (b) The Administrative Agent shall have received a certificate signed by a Responsible Officer reaffirmations of each Loan Party (i) attaching the articles of formation or other or formation documents of such Loan Party Obligations and the bylawsgrant of Liens executed by the Borrowers and Guarantors, operating agreement or comparable governing document of such Loan Party, in each case, certified by an appropriate Governmental Authority, on terms and conditions satisfactory to the extent applicable, or otherwise certifying there have been no changes to such formation or organizational documents since the date such documents were previously delivered Administrative Agent; (c) written confirmation from local counsel to the Administrative Agent in England, The Netherlands, Scotland, Northern Ireland and Italy that no further action is required to be taken as a result of this Fourth Amendment in connection with the Loan Documents governed by the laws of NACCO Fourth Amendment such countries or describing the documentation which is reasonably required (iisuch documentation being the "Additional Foreign Law Documentation"); (d) certifying all Additional Foreign Law Documentation, if any, executed by the applicable Credit Parties, together with legal opinions with respect thereto, each in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that attached thereto are the resolutions Administrative Agent may, in its sole discretion, waive this requirement solely as a condition to the effectiveness of this Fourth Amendment and grant additional time for the Board of Directors (or other governing body) delivery of such Loan Party approving Additional Foreign Law Documentation and related legal opinions; (e) a Certificate from the Secretary, Assistant Secretary or Director of each Borrower and each Guarantor with respect to corporate resolutions authorizing the execution, delivery and performance of this Fourth Amendment and the other Loan Documentsagreements and documents executed and delivered in connection herewith and the incumbency of the officers of the Borrowers and Guarantors executing and delivering the same, as applicable, as being in full force and effect without modification or amendment good standing certificates for the Borrower and Guarantors from the states identified on Annex C attached hereto and made a part hereof; (f) a Certificate of a Financial Officer of the Borrowers dated as of the Fourth Amendment Effective Date, executed and delivered on behalf of the Borrowers, certifying that (i) no Material Adverse Effect has occurred since December 31, 2001, (ii) all conditions precedent set forth in this Fourth Amendment which are required to be satisfied have been satisfied and (iii) attaching signature after giving effect to this Fourth Amendment, all representations and incumbency certificates of warranties in the Responsible Officers of such Loan Party executing Credit Agreement, as amended by this Fourth Amendment, and the other Loan Documents are true and correct in all material respects, no Default or Event of Default has occurred and is continuing and no event that is reasonably likely to which it have a Material Adverse Effect has occurred and is a party and (iv) attaching the good standing certificates described in clause (c) below. (c) The Administrative Agent shall have received a certificate of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authority of the state of incorporation or formation, as the case may be and to the extent such concept exists. (i) At least three (3) Business Days prior to the Fourth Amendment Effective Date, the Administrative Agent and the Lenders shall have received all documentation and other information about the Loan Parties that shall have been reasonably requested in writing at least ten (10) Business Days prior to the Fourth Amendment Effective Date and that the Administrative Agent and the Lenders reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and (ii) if any Borrower (as defined in the Amended Credit Agreement) qualifies as a “legal entity” customer under the Beneficial Ownership Regulation, such Borrower shall deliver a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in relation to such Borrower (as defined in the Amended Credit Agreement). (e) The Administrative Agent shall have received a written legal opinion, reasonably satisfactory to it (addressed to it and each 2023 Refinancing Term Lender party hereto and dated the Fourth Amendment Effective Date) of: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP New York counsel to the Loan Partiescontinuing; and (iig) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, Alberta, British Columbia amended and Ontario counsel restated Notes reflecting the amendments to the Loan Parties. (f) Subject Domestic Commitments and Multicurrency Commitments pursuant to the provisions of Section 10.04 of the Existing Credit Agreement, the Borrowers shall have paid all fees and other amounts due and payable to the Lead Arrangers and the Administrative Agent in connection with this Fourth Amendment, including reimbursement or payment . 6.2 Each of reasonable costs the representations and expenses actually incurred by the Lead Arranger or the Administrative Agent warranties contained in connection with this Fourth Amendment, including the reasonable fees, expenses Amendment shall be true and disbursements of counsel for the Lead Arranger correct in all material respects on and the Administrative Agent. (g) The Lead Arranger shall have received, for the account of each 2023 Refinancing Term Lender, upfront fees (which may be structured as original issue discount) in an amount equal to 0.50% of the aggregate principal amount of 2023 Refinancing Term Loans of such 2023 Refinancing Term Lender as of the Fourth Amendment Effective Date. (h) 6.3 As of the Fourth Amendment Effective Date, no Event of Default or Default shall have occurred and be continuing. 6.4 No event shall exist or shall have occurred which is reasonably likely to have a Material Adverse Effect. 6.5 The Borrowers shall have reimbursed the Administrative Agent for the reasonable fees, costs and expenses incurred by or owing to it in connection with this Fourth Amendment, and all other outstanding fees and expenses incurred prior to the Fourth Amendment Effective Date, in each case which are payable under Section 14.02 of the Credit Agreement. 6.6 The Borrowers shall have received: remitted to the Administrative Agent: (ia) A Request for Credit Extension in respect the ratable account of the 2023 Refinancing Term Loans Lenders party to be made this Fourth Amendment, an amendment fee in the amount of 0.25% of the aggregate Commitments of the Lenders which are in effect as of the Fourth Amendment Effective Date and (b) for the account of CNAI, the fees set forth in the Fourth Amendment Fee Letter which are payable on the Fourth Amendment Effective Date; and (ii) A notice of prepayment with respect to the Existing Term Loans in accordance with Section 2.05(a) of the Existing Credit Agreement. (i) The Administrative Agent , all such fees shall have received a solvency certificatebe fully earned, substantially in the form set forth in Exhibit Q to the Existing Credit Agreement (taking into account the nature of the transactions contemplated hereby)non-refundable, dated and payable on the Fourth Amendment Effective Date, of the Initial Borrower’s President. (j) This Fourth Amendment shall comply with Section 2.15(d) of the Existing Credit Agreement.

Fourth Amendment Effective Date. This Fourth Amendment The amendments set forth in Section 1 of this Agreement shall become effective as upon satisfaction of the first date following conditions (the “Fourth Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the 2023 Refinancing Term Lenders and the Administrative Agent): (a) The Administrative Agent shall have received a counterpart signature page the execution and delivery of this Fourth Amendment duly executed by each the undersigned Loan PartyParties, the Administrative Agent and each 2023 Refinancing Term Lender (which, for as of the avoidance of doubt, shall constitute the Required Lenders).date hereof; (b) The Administrative Agent shall have received a certificate signed by a Responsible Officer of each Loan Party (i) attaching the articles of formation or other or formation documents of such Loan Party and the bylaws, operating agreement or comparable governing document of such Loan Party, in each case, certified by an appropriate Governmental Authority, to the extent applicable, or otherwise certifying there have been no changes to such formation or organizational documents since the date such documents were previously delivered to the Administrative Agent (ii) certifying that attached thereto are the resolutions of the Board of Directors (or other governing body) of such Loan Party approving and authorizing the execution, delivery and performance of this Fourth Amendment and the other Loan Documents, as applicable, as being in full force and effect without modification or amendment as of the Fourth Amendment Effective Date, (iii) attaching signature and incumbency certificates of the Responsible Officers of such Loan Party executing Loan Documents to which it is a party and (iv) attaching the good standing certificates described in clause (c) below. (c) The Administrative Agent shall have received a certificate of good standinga duly authorized officer of or other person authorized to represent each applicable Loan Party, existence certifying (i) except as attached thereto, there have been no changes to the Organization Documents of each applicable Loan Party previously delivered to Agent, and such Organization Documents are in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents to which such Loan Party is a party is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or its equivalent revoked, and constitute all resolutions adopted with respect to this credit facility; (iii) all governmental and other third party approvals and consents, if any, with respect to this Agreement have been obtained and are in effect; and (iv) to the title, name and signature of each Person authorized to sign the Loan Documents to which such Loan Party certified is a party. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Loan Party in writing; (c) Agent shall have received a certificate, in form and substance reasonably satisfactory to it, from a Responsible Officer of each Borrower certifying that, after giving effect to this Amendment and the transactions hereunder, (i) the Canadian Borrower and its consolidated Restricted Subsidiaries, taken as a whole, and the U.S. Borrower and its consolidated Restricted Subsidiaries, taken as a whole, are Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 of the Loan Agreement are true and correct in all material respects as of a recent date the Fourth Amendment Effective Date (or, with respect to representations and warranties qualified by materiality, in all respects) (except for representations and warranties that expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) as of such earlier date); (d) Agent shall have received UCC, PPSA, and Lien searches and other evidence satisfactory to Agent that its Liens are the appropriate Governmental Authority only Liens upon the Collateral, except Permitted Liens; (e) Agent shall have received executed counterparts of that certain Fee Letter, dated as of the state date hereof, by and between the Borrowers and Agent (the “Amendment Fee Letter”); (f) all accrued fees and expenses of incorporation Agent (including the fees and expenses of counsel (including any local counsel) for Agent) due from the Loan Parties on or formationprior to the Fourth Amendment Effective Date pursuant to the Loan Documents shall have been paid in full in cash, as including all fees due and payable on the case may be Fourth Amendment Effective Date pursuant to the Amendment Fee Letter; (g) Agent shall have received satisfactory opinions of counsel to the applicable Loan Parties, in each case, customary for transactions of this type (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of the Loan Documents) and of appropriate local counsel for Loan Parties organized under the law of Ohio and Ontario; and (h) to the extent such concept exists. (i) At reasonably requested by Agent or any Lender at least three (3) 10 Business Days prior to the Fourth Amendment Effective Date, the Administrative Agent and the Lenders each Borrower shall have received provided all documentation and other information about the Loan Parties that as Agent or any Lender shall have been reasonably requested in writing at least ten (10) Business Days prior to the Fourth Amendment Effective Date and that the Administrative Agent and the Lenders reasonably determine is required by United States regulatory authorities under connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including without limitation the PATRIOT Patriot Act and (ii) if Beneficial Ownership Regulation. If any Borrower (as defined in the Amended Credit Agreement) qualifies as a “legal entityentity customer” customer under the Beneficial Ownership Regulation, such Borrower it shall deliver have provided a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation Certification to Agent and Lenders in relation to such Borrower (as defined in the Amended Credit Agreement)Borrower. (e) The Administrative Agent shall have received a written legal opinion, reasonably satisfactory to it (addressed to it and each 2023 Refinancing Term Lender party hereto and dated the Fourth Amendment Effective Date) of: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP New York counsel to the Loan Parties; and (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, Alberta, British Columbia and Ontario counsel to the Loan Parties. (f) Subject to the provisions of Section 10.04 of the Existing Credit Agreement, the Borrowers shall have paid all fees and other amounts due and payable to the Lead Arrangers and the Administrative Agent in connection with this Fourth Amendment, including reimbursement or payment of reasonable costs and expenses actually incurred by the Lead Arranger or the Administrative Agent in connection with this Fourth Amendment, including the reasonable fees, expenses and disbursements of counsel for the Lead Arranger and the Administrative Agent. (g) The Lead Arranger shall have received, for the account of each 2023 Refinancing Term Lender, upfront fees (which may be structured as original issue discount) in an amount equal to 0.50% of the aggregate principal amount of 2023 Refinancing Term Loans of such 2023 Refinancing Term Lender as of the Fourth Amendment Effective Date. (h) The Administrative Agent shall have received: (i) A Request for Credit Extension in respect of the 2023 Refinancing Term Loans to be made on the Fourth Amendment Effective Date; and (ii) A notice of prepayment with respect to the Existing Term Loans in accordance with Section 2.05(a) of the Existing Credit Agreement. (i) The Administrative Agent shall have received a solvency certificate, substantially in the form set forth in Exhibit Q to the Existing Credit Agreement (taking into account the nature of the transactions contemplated hereby), dated the Fourth Amendment Effective Date, of the Initial Borrower’s President. (j) This Fourth Amendment shall comply with Section 2.15(d) of the Existing Credit Agreement.

Fourth Amendment Effective Date. This Fourth Amendment shall become effective as of the first date (the “Fourth Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the 2023 Refinancing Term Required Lenders and the Administrative Agent): (a) The Administrative Agent shall have received a counterpart signature page of this Fourth Amendment duly executed by each Loan PartyObligor, the Administrative Agent and each 2023 Refinancing Term Lender (which, for the avoidance of doubt, shall constitute Lenders constituting the Required Lenders). (b) The Administrative Agent shall have received a certificate signed by a Responsible Officer of each Loan Party Obligor (i) attaching the articles of formation or other or formation documents of such Loan Party and the bylaws, operating agreement or comparable governing document of such Loan Party, in each case, certified by an appropriate Governmental Authority, to the extent applicable, or otherwise certifying there have been no changes to such formation or organizational documents since the date such documents were previously delivered to the Administrative Agent (ii) certifying that attached thereto are the resolutions of the Board of Directors (or other governing body) of such Loan Party evidencing necessary corporate action on their part approving and authorizing the execution, delivery and performance of this Fourth Amendment and approving and authorizing the other Loan Documentsmanner in which and by whom this Amendment are to be executed and delivered, as applicable, as being in full force and effect without modification or amendment as of the Fourth Amendment Effective Date, (iiiii) attaching signature and incumbency certificates of the Responsible Officers of such Loan Party Obligor executing Loan Documents to which it is a party and (iv) attaching the good standing certificates described in clause (c) below.this Amendment.. (c) The Administrative Agent shall have received a certificate of status, compliance, good standing, existence standing or its equivalent like certificate with respect to each Loan Party certified as of a recent date Obligor issued by the appropriate Governmental Authority government officials of the state jurisdiction of its incorporation or formationamalgamation, as the case may be and to the extent such concept existsapplicable. (i) At least three (3) Business Days prior to the Fourth Amendment Effective Date, the Administrative Agent and the Lenders shall have received all documentation and other information about the Loan Parties that shall have been reasonably requested in writing at least ten (10) Business Days prior to the Fourth Amendment Effective Date and that the Administrative Agent and the Lenders reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and (ii) if any Borrower (as defined in the Amended Credit Agreement) qualifies as a “legal entity” customer under the Beneficial Ownership Regulation, such Borrower shall deliver a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in relation to such Borrower (as defined in the Amended Credit Agreement). (ed) The Administrative Agent shall have received a written legal opinionfavourable opinion of Stikeman Elliott LLP, reasonably satisfactory Canadian counsel to it (addressed to it the Borrower, and each 2023 Refinancing Term Lender party hereto and dated the Fourth Amendment Effective Date) of: (i) ▇S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇▇ LLP New York counsel to the Loan Parties; and (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, Alberta, British Columbia and Ontario United States counsel to the Loan Parties. (f) Subject Borrower, in form and substance acceptable to the provisions of Section 10.04 of the Existing Credit Agreement, the Borrowers shall have paid all fees and other amounts due and payable to the Lead Arrangers and the Administrative Agent in connection with this Fourth Amendmentand the Lenders, including reimbursement or payment of reasonable costs and expenses actually incurred by the Lead Arranger or the Administrative Agent in connection with this Fourth Amendment, including the reasonable fees, expenses and disbursements of counsel for the Lead Arranger and addressed to the Administrative Agent., the Lenders and L▇▇▇▇▇▇’ Counsel; and (ge) The Lead Arranger shall have received, for the account of each 2023 Refinancing Term Lender, upfront fees (which may be structured as original issue discount) in an amount equal to 0.50% of the aggregate principal amount of 2023 Refinancing Term Loans of such 2023 Refinancing Term Lender On and as of the Fourth Amendment Effective Date. (h) The Administrative Agent shall have received: (i) A Request for Credit Extension in respect Date the representations and warranties of the 2023 Refinancing Term Loans to be made on the Fourth Amendment Effective Date; and (ii) A notice of prepayment with respect to the Existing Term Loans in accordance with Section 2.05(a) of the Existing Credit Agreement. (i) The Administrative Agent shall have received a solvency certificate, substantially in the form Obligors set forth in Exhibit Q to the Existing Credit Agreement (taking into account the nature of the transactions contemplated hereby), dated the Fourth Amendment Effective Date, of the Initial Borrower’s PresidentSECTION 4 hereof shall be true and correct. (j) This Fourth Amendment shall comply with Section 2.15(d) of the Existing Credit Agreement.

Fourth Amendment Effective Date. This Fourth The amendment set forth in Section 2 of this Amendment shall become effective as of on the first date hereof (the “Fourth Amendment Effective Date”) on which if each of the following conditions shall have been satisfied (on or waived by the 2023 Refinancing Term Lenders and the Administrative Agent):before such date: (a) a. The Administrative Agent shall have received from the Parent Guarantor, each Credit Party, the Administrative Agent, and the Required Banks either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Fourth Amendment duly executed by each Loan Party, the Administrative Agent and each 2023 Refinancing Term Lender (which, for the avoidance Amendment) that such party has signed a counterpart of doubt, shall constitute the Required Lenders)this Amendment. (b) b. The Administrative Agent shall have received a certificate signed by a Responsible Officer documents and certificates relating to the organization, existence, and good standing of each Loan Party Credit Party, and the authorization of the transactions contemplated hereby, all in form reasonably satisfactory to the Administrative Agent, including (i) attaching certified copies of the articles of formation or other or formation documents of such Loan Party and the bylaws, operating agreement resolutions (or comparable governing document evidence of such Loan Party, in each case, certified by an appropriate Governmental Authority, to the extent applicable, or otherwise certifying there have been no changes to such formation or organizational documents since the date such documents were previously delivered to the Administrative Agent (ii) certifying that attached thereto are the resolutions of the Board of Directors (or other governing bodyauthority) of such Loan each Credit Party approving and authorizing the execution, delivery and performance of transactions contemplated by this Fourth Amendment and the other Loan Documents, as applicable, as being in full force and effect without modification or amendment as of the Fourth Amendment Effective Date, (iii) attaching signature and incumbency certificates of the Responsible Officers of such Loan Party executing Loan Documents to which it is a party and (iv) attaching the good standing certificates described in clause (c) below. (c) The Administrative Agent shall have received a certificate of good standing, existence or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authority of the state of incorporation or formation, as the case may be and to the extent such concept exists. (i) At least three (3) Business Days prior to the Fourth Amendment Effective Date, the Administrative Agent and the Lenders shall have received all documentation and other information about the Loan Parties that shall have been reasonably requested in writing at least ten (10) Business Days prior to the Fourth Amendment Effective Date and that the Administrative Agent and the Lenders reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and (ii) if any Borrower (as defined in the Amended Credit Agreement) qualifies as a “legal entity” customer under the Beneficial Ownership Regulation, such Borrower shall deliver a certification regarding beneficial ownership as required by to the Beneficial Ownership Regulation in relation names and true signatures of the officers of each Credit Party that are authorized to such Borrower (as defined in the Amended Credit Agreement)sign this Amendment. (e) The Administrative Agent shall have received a written legal opinion, reasonably satisfactory to it (addressed to it and each 2023 Refinancing Term Lender party hereto and dated the Fourth Amendment Effective Date) of: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP New York counsel to the Loan Parties; and (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, Alberta, British Columbia and Ontario counsel to the Loan Parties. (f) Subject to the provisions of Section 10.04 of the Existing Credit Agreement, the Borrowers shall have paid all fees and other amounts due and payable to the Lead Arrangers and the Administrative Agent in connection with this Fourth Amendment, including reimbursement or payment of reasonable costs and expenses actually incurred by the Lead Arranger or the Administrative Agent in connection with this Fourth Amendment, including the reasonable fees, expenses and disbursements of counsel for the Lead Arranger and the Administrative Agent. (g) The Lead Arranger shall have received, for the account of each 2023 Refinancing Term Lender, upfront fees (which may be structured as original issue discount) in an amount equal to 0.50% of the aggregate principal amount of 2023 Refinancing Term Loans of such 2023 Refinancing Term Lender as of the Fourth Amendment Effective Date. (h) c. The Administrative Agent shall have received: (i) A Request for Credit Extension in respect , to the extent invoiced, reimbursement or payment of the 2023 Refinancing Term Loans all expenses required to be made reimbursed or paid by any Credit Party pursuant to any Loan Document, including the reasonable fees and disbursements invoiced on the Fourth Amendment Effective Date; and (ii) A notice or prior to such date of prepayment with respect Moses & Singer LLP, counsel to the Existing Term Loans in accordance with Section 2.05(a) of the Existing Credit AgreementDB. (i) The d. Each of Credit Agricole and BTMU shall have advised the Administrative Agent shall have received in writing (including by facsimile or e-mail) that the Company has executed and delivered to Credit Agricole or BTMU, as applicable, a solvency certificatefee letter in form and substance satisfactory to each of Credit Agricole and BTMU, substantially in the form set forth in Exhibit Q to the Existing Credit Agreement (taking into account the nature of the transactions contemplated hereby), dated the Fourth Amendment Effective Date, of the Initial Borrower’s Presidentrespectively. (j) This Fourth Amendment shall comply with Section 2.15(d) of the Existing Credit Agreement.

Fourth Amendment Effective Date. This Fourth Upon receipt by Agent of each of the following, this Amendment shall become be deemed to be effective as of the first date (the “"Fourth Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the 2023 Refinancing Term Lenders and the Administrative Agent"): (a) The Administrative An original of this Amendment duly executed by each Borrower, and Agent shall have accepted and executed this Amendment; (b) Evidence satisfactory to Agent that the Life Insurance Policy remains in full force and effect and that the Collateral Assignment of Life Insurance has been accepted by and duly recorded on the books and records of the insurance company that issued the Life Insurance Policy; (c) Agent shall have received all fees, charges and expenses due and payable to Agent and Lenders pursuant to this Amendment; (d) Agent shall have received a counterpart signature page written opinion of this Fourth Amendment duly executed by each Loan Partycounsel for the Borrowers in form and content satisfactory to the Agent in its Permitted Discretion, addressed to the Administrative Agent and each 2023 Refinancing Term Lender its counsel, and covering such matters related to the transactions contemplated hereby as the Agent may request (whichincluding, for the avoidance of doubtwithout limitation, shall constitute the Required Lendersas to authority, existence, incumbency and enforceability).; (be) The Administrative Agent Borrowers shall have received a certificate signed by a Responsible Officer of each Loan Party (i) attaching the articles of formation or other or formation documents of such Loan Party delivered to Agent updated, true and the bylaws, operating agreement or comparable governing document of such Loan Party, in each case, certified by an appropriate Governmental Authority, accurate amended and restated disclosure schedules to the extent applicableAgreement (the "Amended and Restated Disclosure Schedules"), or otherwise certifying there have been no changes which Amended and Restated Disclosure Schedules shall be in form and substance satisfactory to such formation or organizational documents since the date such documents were previously delivered to the Administrative Agent (ii) certifying that attached thereto are the resolutions of the Board of Directors (or other governing body) of such Loan Party approving and authorizing the execution, delivery and performance of this Fourth Amendment and the other Loan Documents, as applicable, as being in full force and effect without modification or amendment as of the Fourth Amendment Effective Date, (iii) attaching signature and incumbency certificates of the Responsible Officers of such Loan Party executing Loan Documents to which it is a party and (iv) attaching the good standing certificates described in clause (c) below.its sole discretion; and (cf) The Administrative Agent shall have received a certificate of good standing, existence the corporate secretary or its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authority of the state of incorporation or formation, as the case may be and to the extent such concept exists. (i) At least three (3) Business Days prior to the Fourth Amendment Effective Date, the Administrative Agent and the Lenders shall have received all documentation and other information about the Loan Parties that shall have been reasonably requested in writing at least ten (10) Business Days prior to the Fourth Amendment Effective Date and that the Administrative Agent and the Lenders reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and (ii) if any Borrower (as defined in the Amended Credit Agreement) qualifies as a “legal entity” customer under the Beneficial Ownership Regulation, such Borrower shall deliver a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in relation to such Borrower (as defined in the Amended Credit Agreement). (e) The Administrative Agent shall have received a written legal opinion, reasonably satisfactory to it (addressed to it and each 2023 Refinancing Term Lender party hereto and dated the Fourth Amendment Effective Date) of: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP New York counsel to the Loan Parties; and (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, Alberta, British Columbia and Ontario counsel to the Loan Parties. (f) Subject to the provisions of Section 10.04 of the Existing Credit Agreement, the Borrowers shall have paid all fees and other amounts due and payable to the Lead Arrangers and the Administrative Agent in connection with this Fourth Amendment, including reimbursement or payment of reasonable costs and expenses actually incurred by the Lead Arranger or the Administrative Agent in connection with this Fourth Amendment, including the reasonable fees, expenses and disbursements of counsel for the Lead Arranger and the Administrative Agent. (g) The Lead Arranger shall have received, for the account assistant secretary of each 2023 Refinancing Term Lender, upfront fees (which may be structured as original issue discount) in an amount equal to 0.50% of the aggregate principal amount of 2023 Refinancing Term Loans of such 2023 Refinancing Term Lender Borrower dated as of the date of this Amendment as to the incumbency and signature of the Persons executing this Fourth Amendment Effective Date. (h) The Administrative Agent shall have received: (i) A Request for Credit Extension in respect and the Loan Documents on behalf of the 2023 Refinancing Term Loans to be made on the Fourth Amendment Effective Date; and (ii) A notice of prepayment with respect to the Existing Term Loans in accordance with Section 2.05(a) of the Existing Credit Agreement. (i) The Administrative Agent shall have received a solvency certificatesuch Borrower, substantially in the form set forth in attached hereto as Exhibit Q to the Existing Credit Agreement (taking into account the nature of the transactions contemplated hereby2(f), dated the Fourth Amendment Effective Date, of the Initial Borrower’s President. (j) This Fourth Amendment shall comply with Section 2.15(d) of the Existing Credit Agreement.