Common use of Second Amendment Effective Date Clause in Contracts

Second Amendment Effective Date. This Amendment shall become effective as of the first date (the “Second Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Required Lenders and the Administrative Agent): (a) The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each Obligor, the Administrative Agent and the Lenders constituting the Required Lenders. (b) The Administrative Agent shall have received a certificate signed by a Responsible Officer of each Obligor (i) certifying that attached thereto are resolutions evidencing necessary corporate action on their part approving and authorizing the execution, delivery and performance of this Amendment and approving and authorizing the manner in which and by whom this Amendment are to be executed and delivered, and (ii) attaching signature and incumbency certificates of the Responsible Officers of such Obligor executing this Amendment. (c) The Administrative Agent shall have received a certificate of status, compliance, good standing or like certificate with respect to each Obligor issued by the appropriate government officials of the jurisdiction of its incorporation or amalgamation, as applicable. (d) The Administrative Agent shall have received a favourable opinion of Stikeman Elliott LLP, Canadian counsel to the Borrower, and S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP, United States counsel to the Borrower, in form and substance acceptable to the Administrative Agent and the Lenders, addressed to the Administrative Agent, the Lenders and L▇▇▇▇▇▇’ Counsel; (e) The Administrative Agent shall have received a Notice of Borrowing prior to the Drawdown Date as required in Section 7.3 of the Amended Credit Agreement; (f) All fees required to be paid on the Second Amendment Effective Date pursuant to that certain Fee Letter, dated as of December 19, 2022 (the “Fee Letter”), among the Canadian Borrower and the Administrative Agent; and (g) On and as of the Second Amendment Effective Date the representations and warranties of the Obligors set forth in SECTION 4 hereof shall be true and correct.

Second Amendment Effective Date. This Amendment (other than the Post Second Amendment Amendments) shall become effective as of the first date (the “Second Amendment Effective DateDate ”) on which each of the following conditions shall have been satisfied (or waived by the Required Lenders and the Administrative Agent):satisfied: (a) The the Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each ObligorLoan Party, the Administrative Agent Agent, each Swing Line Lender, each L/C Issuer, each New Term A Lender, each New Revolving Credit Lender and the Lenders constituting representing the Required Lenders.; (b) The the Administrative Agent shall have received a certificate signed by a Responsible Officer of each Obligor Loan Party certifying (i) certifying that the articles of formation or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and complete copy of the bylaws, operating agreement or comparable governing document of each Loan Party either (A) has not been amended since the Closing Date or (B) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (ii) that attached thereto are resolutions evidencing necessary corporate action on their part approving and the written consents of each Loan Party’s governing body authorizing the execution, delivery delivery, performance of, this Amendment and performance such written consents have not been modified, rescinded or amended and are in full force and effect on the Second Amendment Effective Date without amendment, modification or rescission, and (iii) as to the incumbency and genuineness of the signature of the officers or other authorized signatories of each Loan Party, executing this Amendment; (c) the Administrative Agent shall have received a certificate as of a recent date of the good standing of each Loan Party under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization; (d) the Administrative Agent shall have received all documentation and other information from each Loan Party reasonably requested by the Administrative Agent (on behalf of any Lender as of the Second Amendment Effective Date) in writing at least three Business Days in advance of the Second Amendment Effective Date, which documentation or other information is required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including the USA PATRIOT Act; (e) the representations and warranties set forth in Section 4 of this Amendment shall be true and approving correct in all respects on and authorizing as of the manner Second Amendment Effective Date, and the Administrative Agent shall have received a certificate (in which form and substance reasonably acceptable to the Administrative Agent), dated as of the Second Amendment Effective Date and signed by whom this Amendment are a Responsible Officer of the Borrower, certifying as to such representations and warranties; (f) the Administrative Agent shall have received the favorable legal opinion of Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender party hereto and in form and substance reasonably satisfactory to the Administrative Agent; (g) all fees and expenses required to be executed paid by (or on behalf of) the Borrower to the Lender, the Administrative Agent (including pursuant to Section 11.04 of the Credit Agreement) or any arranger pursuant to any written agreement with the Borrower on or before the Second Amendment Effective Date shall have been paid in full in cash (and deliveredin the case of expenses, to the extent invoiced at least three Business Days prior to the Second Amendment Effective Date); (h) the Administrative Agent shall have received (i) the results of a recent UCC lien search with respect to each Loan Party and (ii) a completed standard flood hazard determination form for the real property covered by the Existing Mortgage (as defined below) and if any improvements to such real property are located in a special flood hazard area, (A) a notification to the Borrower by the Administrative Agent and countersigned by the Borrower and (B) a copy of the flood insurance policy, the Borrower’s application for a flood insurance policy, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Administrative Agent; (i) the prepayment of the aggregate outstanding principal amount of (A) (i) the Existing Terms A Loans shall have been consummated or, substantially concurrently with the incurrence of the New Term A Loans, shall be consummated and (B) the Revolving Credit Loans as of the Second Amendment Effective Date (immediately prior to giving effect to the Amendment) shall have been consummated, in each case, together with all accrued and unpaid interest on, and fees related to the Existing Term A Loans and the Existing Revolving Credit Commitments (and Revolving Credit Loans thereunder). The Existing Revolving Credit Commitments shall have been terminated; (j) the Administrative Agent shall have received payment from or on behalf of the Borrower for the account of each New Lender, of an upfront fee for each such Lender in an amount equal to: (i) with respect to each New Lender that is an Existing Term A Lender and/or Existing Revolving Credit Lender, 6 basis points on such Existing Term A Lender’s and/or Existing Revolving Credit Lender’s, as applicable, New Term A Commitments or New Revolving Credit Commitments up to an aggregate amount equal to such Lender’s Existing Term A Loans and Existing Revolving Credit Commitments, and (ii) attaching signature and incumbency certificates for all other New Term A Commitments or New Revolving Credit Commitments, 30 basis points on such commitments; (k) the Administrative Agent shall have received a Request for Credit Extension in respect of the Responsible Officers of such Obligor executing this Amendment.New Term A Loans and any Revolving Credit Loans to be made under the New Revolving Credit Commitments on the Second Amendment Effective Date; (cl) The Administrative Agent shall have received a certificate from the chief financial officer of statusHoldings attesting to the Solvency of Holdings, compliance, good standing or like certificate with respect the Borrower and the Restricted Subsidiaries on a consolidated basis after giving effect to each Obligor issued by the appropriate government officials of the jurisdiction of its incorporation or amalgamation, as applicable.transactions contemplated hereby; and (dm) The Administrative Agent shall have received a favourable opinion satisfactory evidence of Stikeman Elliott LLP, Canadian counsel the redemption (including the payment of any accrued and unpaid interest and required redemption premium) of the LPS Notes in full pursuant to the Borrower, and S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP, United States counsel to the Borrower, in form and substance acceptable to the Administrative Agent and the Lenders, addressed to the Administrative Agent, the Lenders and L▇▇▇▇▇▇’ Counsel; (e) The Administrative Agent shall have received a Notice of Borrowing prior to the Drawdown Date as required in Section 7.3 of the Amended Credit Agreement; (f) All fees required to be paid LPS Notes Indenture on the Second Amendment Effective Date pursuant to that certain Fee Letter, dated as of December 19, 2022 (the “Fee Letter”), among the Canadian Borrower and the Administrative Agent; and (g) On and as of the Second Amendment Effective Date the representations and warranties of the Obligors set forth in SECTION 4 hereof shall be true and correctDate.

Second Amendment Effective Date. This Amendment shall become effective as The obligation of any Lender to make a Loan or a Synthetic Deposit on the first date (the “Second Amendment Effective Date”Date is subject to the satisfaction of all conditions precedent set forth below: (i) on which each of the following conditions The Arranger shall have been satisfied (or waived by the Required Lenders and the Administrative Agent):received: (aA) The Administrative Agent shall have received a counterpart signature page of this Amendment Agreement, duly executed by each Obligor(i) Holdco, EnergySolutions, the Administrative Agent and the Lenders constituting the Required Lenders. (b) The Administrative Agent shall have received a certificate signed by a Responsible Officer of each Obligor (i) certifying that attached thereto are resolutions evidencing necessary corporate action on their part approving and authorizing the execution, delivery and performance of this Amendment and approving and authorizing the manner in which and by whom this Amendment are to be executed and deliveredother parties hereto, and (ii) attaching signature such other documentation as the Arranger shall reasonably determine necessary to evidence the new Commitments and incumbency certificates of the Responsible Officers of such Obligor executing this Amendment.guarantee and security thereof, in each case in form and substance satisfactory to the Arranger; (cB) The Administrative Agent shall have received a duly executed Request for Loan and (if applicable) Notice of Issuance and Request for Term Loan Eurodollar Basis; (C) the loan certificate of EnergySolutions, in substantially the form attached hereto as Exhibit L, including a certificate of status, compliance, good standing or like certificate incumbency with respect to each Obligor Authorized Signatory, together with appropriate attachments which shall include without limitation, the following items: (A) a copy of the Articles of Organization of EnergySolutions, certified to be true, complete and correct by the Utah Department of Commerce, and a true, complete and correct copy of the operating agreement of EnergySolutions, (B) certificates of good standing for EnergySolutions issued by the appropriate government officials Secretary of State or similar state official for each state in which EnergySolutions is required to qualify or has qualified to do business, (C) a true, complete and correct copy of the jurisdiction appropriate authorizing resolutions of its incorporation EnergySolutions, authorizing EnergySolutions to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, and (D) a true, complete and correct copy of any agreement in effect with respect to the voting rights, ownership interests or amalgamation, as applicable.management of EnergySolutions; (dD) The the results of a recent lien search in each relevant jurisdiction (including, without limitation, in the United States Patent and Trademark Office and the United States Copyright Office) with respect to EnergySolutions and each Guarantor, and such search shall reveal no liens on any of the outstanding shares issued by EnergySolutions and no liens on any of the assets of EnergySolutions or any Guarantor, other than liens permitted by the Loan Documents or liens to be discharged on or prior to the Second Amendment Effective Date pursuant to documentation satisfactory to the Administrative Agent shall have received a favourable opinion Agent; (E) legal opinions of Stikeman Elliott (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, Canadian counsel to the BorrowerEnergySolutions, and S(ii) ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ & B▇▇▇▇▇▇▇ LLP▇▇, United States Utah counsel to the BorrowerEnergySolutions, in form and substance acceptable to the Administrative Agent and the Lenders, addressed to the Administrative Agent, the Lenders and L(iii) ▇▇▇▇▇▇’ Counsel; (e) The , ▇▇▇▇▇ & Bockius LLP, special counsel to EnergySolutions and its Subsidiaries; each as counsel to EnergySolutions and its Subsidiaries, addressed to each Lender, the Administrative Agent shall have received a Notice of Borrowing prior and the Collateral Agent, in form and substance reasonably satisfactory to the Drawdown Date as required in Section 7.3 of the Amended Credit Agreement; (f) All fees required to be paid on the Second Amendment Effective Date pursuant to that certain Fee LetterArranger and their counsel, and dated as of December 19, 2022 (the “Fee Letter”), among the Canadian Borrower and the Administrative Agent; and (g) On and as of the Second Amendment Effective Date the representations and warranties Date; (F) reasonably satisfactory evidence that all indebtedness (other than indebtedness identified on Schedule 1-A hereto) of the Obligors set forth Acquired Business shall have been repaid in SECTION 4 hereof full (or satisfactory arrangements made for such repayment) and the commitments thereunder shall have been permanently terminated. (G) not later than 20 days before the Second Amendment Effective Date, the Lenders shall have received (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of EnergySolutions and the Acquired Business for the three fiscal years ended at least 90 days before the Second Amendment Effective Date (without any qualified audit opinion thereon) and (b) to the extent available, unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of EnergySolutions and the Acquired Business for each completed fiscal quarter since the date of the latest audited financial statements. (H) a completed Perfection Certificate substantially in the form of Exhibit R to this Agreement, executed by an Authorized Signatory of each Loan Party, together with all attachments contemplated thereby; (I) a loan certificate from Holdco and each other Loan Party, in substantially the form of Exhibit M, N or O, as applicable, including a certificate of incumbency with respect to each officer or partner authorized to execute Loan Documents on behalf of such Person, together with appropriate attachments which shall include, without limitation, the following items: (A) a copy of the certificate or articles of incorporation of such Person or certificate of formation of such Subsidiary, as applicable, certified to be true, complete and correct by the Secretary of State of the jurisdiction of incorporation or of formation of such Subsidiary, (B) certificates of good standing for such Person issued by the Secretary of State or similar state official of each state in which such Person is organized or required to qualify to do business, (C) a true, complete and correct copy of the by-laws, operating agreement or partnership agreement, as applicable, of such Person, and (D) a true, complete and correct copy of the resolutions of such Person authorizing it to execute, deliver and perform the Loan Documents to which it is a party; (J) copies of reasonably satisfactory insurance brokers’ letters, binders or certificates covering the assets of EnergySolutions and its Subsidiaries, and otherwise meeting and covering the requirements of Section 5.5 hereof; (K) duly executed Security Agreements and Pledge Agreements, together with proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Collateral Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreements, covering the Collateral described in the Security Agreements; (L) evidence that all other recordings and filings of or with respect to each Security Document shall have been completed and that all other actions that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Security Documents shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including, without limitation, receipt of duly executed payoff letters and UCC-3 termination statements) and the Administrative Agent shall have received such assurances, including, without limitation, title insurance and opinions of counsel, as the Administrative Agent may deem appropriate to establish the Loan Parties’ title to, and the due creation and perfection of the Administrative Agent’s liens on and security interests in, the Collateral and the absence of any unpermitted liens on or interests in the Collateral, in form and substance satisfactory to the Administrative Agent; (M) duly executed Notes (to the extent requested by any Lenders); and (N) all other documents and other instruments as were provided in connection with the closing of the Original Credit Agreement. (ii) The sources and uses for the Duratek Acquisition will be reasonably satisfactory to the Arranger. (iii) The Equity Sponsor shall have made a cash common equity investment in Holdco in an amount of at least $170.0 million on terms reasonably satisfactory to the Arranger. (iv) The Duratek Acquisition and the Merger shall have been consummated or shall be true consummated simultaneously with or immediately following the initial Loans hereunder in accordance with the Duratek Acquisition Agreement (without amendment, modification or waiver thereof which is materially adverse to the Lenders (as reasonably determined by the Arranger) without the prior consent of the Arranger). (v) The ratio of Total Debt of the Loan Parties to the pro forma LTM EBITDA of the Loan Parties shall not be greater than 4.0 to 1. “Total Debt of the Loan Parties” means all indebtedness of the Loan Parties for money borrowed (net of cash and correctcash equivalents), on a pro forma basis giving effect to the funding of the loans under this Agreement and the Duratek Loan Agreement in connection with consummation of the Amendment Transactions. “Pro forma LTM EBITDA” shall be determined in a manner reasonably satisfactory to the Arranger and EnergySolutions.

Second Amendment Effective Date. This Amendment shall become effective as of the first date (the “Second Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Required Additional 2018 Incremental Term Lenders and the Successor Administrative Agent): (a) The Successor Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each ObligorLoan Party, the Existing Administrative Agent Agent, the Successor Administrative Agent, each Additional 2018 Incremental Term Lender and the Lenders constituting the Required Lenders. (b) The Successor Administrative Agent shall have received a certificate signed by a Responsible Officer of each Obligor 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, (ii) certifying that attached thereto are the resolutions evidencing necessary corporate action on their part of the Board of Directors (or other governing body) of such Loan Party approving and authorizing the execution, delivery and performance of this Amendment and approving the other Loan Documents, as applicable, as being in full force and authorizing effect without modification or amendment as of the manner in which and by whom this Second Amendment are to be executed and deliveredEffective Date, and (iiiii) attaching signature and incumbency certificates of the Responsible Officers of such Obligor Loan Party executing this AmendmentLoan Documents to which it is a party and (iv) attaching the good standing certificates described in clause (c) below. (c) The Successor Administrative Agent shall have received a certificate of statusgood standing, compliance, good standing existence or like certificate its equivalent with respect to each Obligor issued Loan Party certified as of a recent date by the appropriate government officials Governmental Authority of the jurisdiction state of its incorporation or amalgamationformation, as applicablethe case may be and to the extent such concept exists. (di) At least three (3) Business Days prior to the Second Amendment Effective Date, the Successor 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 (with respect to the Borrower) and at least six (6) Business Days (with respect to GFL USA and Buyer) prior to the Second Amendment Effective Date and that the Successor 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 the Borrower, GFL USA or Buyer qualifies as a “legal entity” customer under 31 C.F.R. § 1010.230 and the Successor Administrative Agent has provided the Borrower, GFL USA or Buyer the name of each requesting Lender and its electronic delivery requirements at least ten (10) Business Days (with respect to the Borrower) and at least six (6) Business Days (with respect to GFL USA and Buyer) prior to the Second Amendment Effective Date, the Successor Administrative Agent and each such Lender requesting a beneficial ownership certification, which certification shall be substantially similar to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association (a “Beneficial Ownership Certification”) (which request is made through the Successor Administrative Agent) will have received, at least three (3) Business Days prior to the Second Amendment Effective Date, the Beneficial Ownership Certification in relation to the Borrower, GFL USA or Buyer. (e) The Successor Administrative Agent shall have received a favourable written legal opinion of Stikeman Elliott LLPreasonably satisfactory to it (addressed to it, Canadian counsel to the Borrower, Existing Administrative Agent and Seach Additional 2018 Incremental Term Lender party hereto and dated the Second Amendment Effective Date) of: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇▇ LLP, United States New York counsel to the BorrowerLoan Parties; (ii) Stikeman Elliot LLP, in form Alberta, British Columbia, Ontario and substance acceptable Quebec counsel to the Administrative Agent and the Lenders, addressed to the Administrative Agent, the Lenders and LLoan Parties; (iii) ▇▇▇▇▇▇’ Counsel▇ ▇▇▇▇▇▇, New Brunswick, Nova Scotia and Newfoundland and Labrador counsel to the Loan Parties; (eiv) The Administrative Agent shall have received a Notice of Borrowing prior D’Arcy & Deacon LLP, Manitoba counsel to the Drawdown Date as required in Section 7.3 of Loan Parties; and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Saskatchewan counsel to the Amended Credit Agreement;Loan Parties. (f) All fees required to be paid on the Second Amendment Effective Date pursuant to that certain Fee Amended and Restated Commitment Letter, dated as of December 19October 17, 2022 2018 (the “Fee Commitment Letter”), among the Canadian Borrower Borrower, Barclays Bank PLC, Bank of Montreal and Royal Bank of Canada, each other Commitment Party (as defined therein) party thereto and each other financial institution which signs or has signed a joinder thereto or pursuant to the Fee Letter (as defined in the Commitment Letter) and the Administrative Agent; andreasonable out-of-pocket expenses required to be paid on the Second Amendment Effective Date pursuant to the Commitment Letter, to the extent invoiced at least three (3) Business Days prior to the Second Amendment Effective Date (except as otherwise reasonably agreed by the Borrower), shall, upon the borrowing of the Additional 2018 Incremental Term Loans, have been, or will be substantially simultaneously, paid (which amounts may be offset against the proceeds of the Additional 2018 Incremental Term Loans). (g) The Acquisition shall have been consummated, or substantially simultaneously with the borrowing under the Additional 2018 Incremental Term Facility, shall be consummated, in all material respects in accordance with the terms of the Merger Agreement, after giving effect to any modifications, amendments, consents or waivers thereto by the Borrower (or its Affiliates), other than those modifications, amendments, consents or waivers that are materially adverse to the interests of the Additional 2018 Incremental Term Lenders or the Commitment Parties (as defined in the Commitment Letter) in their capacities as such, unless consented to in writing by the Lead Arrangers (as defined in the Commitment Letter) (such consent not to be unreasonably withheld, delayed or conditioned). (h) Since December 31, 2017, there shall not have been a Material Adverse Effect (as such term is defined in the Merger Agreement as in effect on October 9, 2018). (i) The Equity Contribution (as defined in the Commitment Letter) shall have been made, or substantially simultaneously with the borrowing under the Additional 2018 Incremental Term Facility, shall be made, in at least the amount set forth in Exhibit A to the Commitment Letter. (j) The Collateral and Guarantee Requirement shall have been satisfied with respect to the Loan Parties (it being understood that the Collateral and Guarantee Requirement with respect to the Target and its Subsidiaries (other than any such Subsidiary which constitutes an Excluded Subsidiary) shall be satisfied subject to and in accordance with the terms and conditions of Section 6.12 of the Amended Credit Agreement); provided that to the extent received by the Buyer pursuant to the Merger Agreement, the Borrower shall deliver (or shall cause to be delivered) to the Administrative Agent (as sub-agent for the Collateral Agent) the certificated equity securities of the Target1. (k) The Refinancing (as defined in the Commitment Letter) shall be consummated (the “Second Amendment Refinancing”) substantially simultaneously with the borrowing of the Additional 2018 Incremental Term Loans and the consummation of the Acquisition. (l) The Successor Administrative Agent shall have received a Loan Notice in respect of the Additional 2018 Incremental Term Loans to be made on the Second Amendment Effective Date. (m) The Successor Administrative Agent shall have received a solvency certificate, dated the Second Amendment Effective Date, and after giving effect to the Acquisition, substantially in the form of Annex I to Exhibit C of the Commitment Letter (adjusted to reference the solvency of the Borrower and its Subsidiaries) of the Borrower’s chief financial officer. (n) On and as of the Second Amendment Effective Date (i) the representations and warranties of the Obligors set forth in SECTION 4 hereof Specified Representations shall be true and correctcorrect in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true and correct after giving effect to such materiality qualifier) and (ii) the Specified Merger Agreement Representations shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true and correct in all respects after giving effect to such materiality qualifier). (o) This Amendment shall comply with Section 2.14(c) of the Existing Credit Agreement.

Second Amendment Effective Date. This Amendment shall become effective as The effectiveness of the first date (the “Second Amendment Effective Date”and the obligations of the Lenders to make Loans and of the Issuing Lenders to issue Letters of Credit hereunder is subject to satisfaction (or waiver by the Required Lenders) on which each of the following conditions shall have been satisfied (or waived by the Required Lenders and the Administrative Agent):precedent: (a) The Administrative Agent (or its counsel) shall have received from the Borrowers and the Required Lenders either (i) a counterpart of the Second Amendment and all other Loan Documents signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy or other electronic transmission of a signed signature page of this the Second Amendment) that such party has signed a counterpart of the Second Amendment duly executed by each Obligor, the Administrative Agent and the Lenders constituting the Required Lendersall other Loan Documents. (b) The Administrative Agent shall have received a certificate signed by a Responsible Officer of each Obligor favorable written opinion (i) certifying that attached thereto are resolutions evidencing necessary corporate action on their part approving and authorizing the execution, delivery and performance of this Amendment and approving and authorizing the manner in which and by whom this Amendment are to be executed and delivered, and (ii) attaching signature and incumbency certificates of the Responsible Officers of such Obligor executing this Amendment. (c) The Administrative Agent shall have received a certificate of status, compliance, good standing or like certificate with respect to each Obligor issued by the appropriate government officials of the jurisdiction of its incorporation or amalgamation, as applicable. (d) The Administrative Agent shall have received a favourable opinion of Stikeman Elliott LLP, Canadian counsel addressed to the Borrower, Agent and the Lenders on the Second Amendment Effective Date and dated the Second Amendment Effective Date) of S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP, United States counsel for the Borrowers, and such other opinions of counsel as the Agent may reasonably request, and covering such matters relating to the Borrowers, the Loan Documents or the Transactions as is customary for transactions of this type. The Borrowers hereby request such counsel to deliver such opinion. (c) The Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Borrower, the authorization of the transactions contemplated by the Loan Documents and any other legal matters relating to the Borrowers, the Loan Documents or the transactions contemplated thereby, all in form and substance acceptable reasonably satisfactory to the Administrative Agent and their counsel. (d) The Agent shall have received a Borrowing Base Certificate dated the LendersSecond Amendment Effective Date, addressed relating to the Administrative Agentmonth ended on March 31, 2020, calculating the Lenders Deemed Borrowing Base on such date with customary supporting schedules and L▇▇▇▇▇▇’ Counsel;documentation. (e) The Administrative Agent shall have received a Notice of Borrowing prior certificate, reasonably satisfactory in form and substance to the Drawdown Date as required in Section 7.3 Agent, with respect to the solvency of the Amended Credit Agreement;Parent Borrower and its Subsidiaries on a consolidated basis, as of the Second Amendment Effective Date. (f) All fees necessary consents and approvals to the transactions contemplated hereby shall have been obtained and shall be reasonably satisfactory to the Agent. (g) No event, change or condition, either individually or in the aggregate, that has had, or could reasonably be expected to have, a Material Adverse Effect, since February 1, 2020. (h) The Agent shall have received and be reasonably satisfied with (i) the audited financial statements of the Parent Borrower and its Subsidiaries for the fiscal year ended February 2, 2019 and February 1, 2020; (ii) satisfactory unaudited interim consolidated financial statements of the Parent Borrower for each fiscal quarter ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph (h) and (iii) the Parent Borrower’s most recent projected income statement, balance sheet and cash flows prepared on a monthly basis through January 29, 2021. (i) There is no pending litigation or other proceeding, the result of which would reasonably be expected to have a Material Adverse Effect. (j) The consummation of the Transactions contemplated hereby shall not conflict with, or result in a default or event of default under, any material agreement of any Borrower, including, without limitation, under the Bonds or under any agreement relating to Material Indebtedness (and the Agent and the Lenders shall receive a satisfactory opinion of Borrowers’ counsel to that effect). (k) The Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the Borrowers’ Inventory and proceeds thereof, including without limitation, receivables from credit card processors, except for Liens for which termination statements and releases reasonably satisfactory to the Agent are being tendered concurrently with such extension of credit. (l) Other than as set forth in Section 2.24(c), the Agent shall have received all documents and instruments, including UCC financing statements, required by law or reasonably requested by the Agent to be paid filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Agent. (m) All fees due on the Second Amendment Effective Date and all reasonable and documented out-of-pocket expenses incurred by the Agent and the Second Amendment Arrangers in connection with the Second Amendment (including the reasonable fees and expenses of counsel to the Agent and the Second Amendment Arrangers) for which invoices have been presented not later than three (3) Business Days prior to the Second Amendment Effective Date, shall have been paid in full. (n) [reserved]. (o) [reserved]. (p) The Agent shall have received a certificate of the Parent Borrower stating that the representations and warranties made by the Borrowers to the Agent and the Lenders in the Loan Documents are true and correct in all material respects (except any representations and warranties qualified by materiality shall be true and correct in all respects) as of the date of such certificate, and that no event has occurred which is or which, solely with the giving of notice or passage of time (or both) would be an Event of Default. (q) There shall be no Default or Event of Default that has occurred and is continuing on the Second Amendment Effective Date. (r) The Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Agent and otherwise in compliance with the terms of Section 6.07 hereof and Section 4.15 of the Security Agreement. (i) The Agent shall have received, at least three (3) days prior to the Second Amendment Effective Date, all documentation and other information regarding the Borrowers requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing of the Borrowers at least seven (7) days prior to the Second Amendment Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) days prior to the Second Amendment Effective Date, any Lender that has requested, in a written notice to the Borrowers at least seven (7) days prior to the Second Amendment Effective Date, a Beneficial Ownership Certification in relation to each Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to the Second Amendment, the condition set forth in this clause (ii) shall be deemed to be satisfied). Without limiting the generality of the provisions of Section 9.02(c), for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed the Second Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 5.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received notice from such Lender prior to the Second Amendment Effective Date specifying its objection thereto. All documents executed or submitted pursuant to that certain Fee Letter, dated as this Section 5.01 by and on behalf of December 19, 2022 (the “Fee Letter”), among Borrowers shall be in form and substance reasonably satisfactory to the Canadian Borrower Agent and its counsel. The Agent shall notify the Borrowers and the Administrative Agent; and (g) On and as Lenders of the Second Amendment Effective Date the representations Date, and warranties of the Obligors set forth in SECTION 4 hereof such notice shall be true conclusive and correctbinding.

Second Amendment Effective Date. This Neither (x) the amendment and restatement of the Original Credit Agreement as contemplated hereby, nor (y) the obligation of any Second Amendment Additional Term Lender or Second Amendment Additional Revolving Lender to provide any Second Amendment Term Commitment Increase or Second Amendment Revolving Commitment Increase, respectively, shall become effective as of until the first date (the “Second Amendment Effective Date”) on which each of the following conditions shall have been be satisfied (or waived by the Required Lenders and the Administrative Agentin accordance with Section 9.02 or Section 2.20, as applicable): (a) The Administrative Agent (or its counsel) shall have received from (x) the Required Lenders or the Administrative Agent acting at the direction of the Required Lenders (excluding, for the avoidance of doubt, the Second Amendment Additional Term Lenders and the Second Amendment Additional Revolving Lenders), (y) each Second Amendment Additional Term Lender and Second Amendment Additional Revolving Lender and (z) each Loan Party either (i) a counterpart signature page of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement or, in the case of any Lender (other than any Second Amendment duly executed by each ObligorAdditional Term Lender or Second Amendment Additional Revolving Lender), in lieu of the signed counterpart referred to in clauses (i) and (ii) above, an addendum to this Agreement in a form satisfactory to the Administrative Agent and the Borrower and furnished to the Lenders constituting the Required Lendersin connection with this Agreement. (b) The Administrative Agent shall have received a certificate signed by a Responsible Officer written opinion (addressed to the Administrative Agent, the Lenders (including, without limitation, the Second Amendment Additional Term Lenders and the Second Amendment Additional Revolving Lenders) and the Issuing Banks and dated the Second Amendment Effective Date) of each Obligor of (i) certifying that attached thereto are resolutions evidencing necessary corporate action on their part approving and authorizing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel for the executionLoan Parties, delivery and performance substantially in the form of this Amendment and approving and authorizing the manner in which and by whom this Amendment are to be executed and deliveredExhibit E-1, and (ii) attaching signature ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., Delaware counsel for the Loan Parties, substantially in the form of Exhibit E-2, (iii) Durham, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ P.C., Utah counsel for the Loan Parties, substantially in the form of Exhibit E-3, (iv) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, Florida counsel for the Loan Parties, substantially in the form of Exhibit E-4 and incumbency certificates (v) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Georgia counsel for the Loan Parties, substantially in the form of Exhibit E-5. Each of Holdings and the Responsible Officers of Borrower hereby requests such Obligor executing this Amendmentcounsel to deliver such opinions. (c) The Administrative Agent shall have received a certificate of statuseach Loan Party, compliancedated the Second Amendment Effective Date, good standing substantially in the form of Exhibit H with appropriate insertions, or like certificate with respect otherwise in form and substance reasonably satisfactory to each Obligor issued the Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching the appropriate government officials of the jurisdiction of its incorporation documents or amalgamationcertifications, as applicable, referred to in paragraph (d) of this Section. (d) The Administrative Agent shall have received (i) as to each Loan Party, either (x) a favourable opinion copy of Stikeman Elliott LLPeach Organizational Document of such Loan Party certified, Canadian counsel to the Borrowerextent applicable, as of a recent date by the applicable Governmental Authority or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s Organizational Documents certified and S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP, United States counsel to the Borrower, in form and substance acceptable delivered to the Administrative Agent on the Effective Date pursuant to paragraphs (c) and (d), respectively, of Section 4.01 of the LendersOriginal Credit Agreement remain in full force and effect on the Second Amendment Effective Date without modification or amendment since such original delivery, addressed (ii) as to each Loan Party, either (x) signature and incumbency certificates of the Responsible Officers of such Loan Party executing the Loan Documents to which it is a party or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s signature and incumbency certificates delivered to the Administrative AgentAgent on the Effective Date pursuant to paragraphs (c) and (d) of Section 4.01 of the Original Credit Agreement remain true and correct as of the Second Amendment Effective Date, (iii) copies of resolutions of the Lenders Board of Directors and/or similar governing bodies of each Loan Party approving and L▇▇▇▇▇▇’ Counsel;authorizing the execution and delivery, as applicable, and performance of the Loan Documents to which it is a party, certified as of the Second Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation as of a reasonably recent date. (e) The Administrative Agent shall have received a Notice of Borrowing prior to all fees and other amounts (which may, at the Drawdown Date as required Administrative Agent’s option in Section 7.3 of consultation with the Amended Credit Agreement; (f) All fees required to Borrower, be paid offset against the Term Loans made on the Second Amendment Effective Date pursuant Date) previously agreed in writing by the Joint Bookrunners and the Borrower to that certain Fee Letterbe due and payable on or prior to the Second Amendment Effective Date, dated including, to the extent invoiced at least three Business Days prior to the Second Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document. (f) The Lenders shall have received a certificate from the chief financial officer of the Borrower certifying as to the solvency of December 19, 2022 (the “Fee Letter”), among the Canadian Borrower and its Subsidiaries on a consolidated basis after giving effect to the Administrative Agent; andSecond Amendment Transactions. (g) On The Administrative Agent shall have received all requests, notices and as certificates required to be delivered by the Borrower or a Financial Officer under (i) Section 2.20(a)(i) in respect of the Second Amendment Revolving Commitment Increase and (ii) Section 2.20(a)(ii) in respect of the Second Amendment Term Commitment Increase, in each case in compliance with such applicable Section and Section 2.20(b)(i). (h) Each of the conditions set forth in Section 4.02 shall have been satisfied (it being understood that all references to “the date of such Borrowing” in such Section 4.02 shall be deemed to refer to the Second Amendment Effective Date). The Administrative Agent shall notify Holdings, the Borrower and the Lenders of the Second Amendment Effective Date the representations Date, and warranties of the Obligors set forth in SECTION 4 hereof such notice shall be true conclusive and correctbinding.

Second Amendment Effective Date. (a) This Second Amendment shall become effective as of the first date (the “Second Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Required 2021 Refinancing Term Lenders and the Administrative Agent):2021 Refinancing Revolving Credit Lenders: (ai) The the Administrative Agent shall have received counterparty signature pages of this Second Amendment from each of the Borrower, each Guarantor and each Lender; (ii) the Administrative Agent shall have received (A) sufficient copies of each Organizational Document of each Loan Party, as applicable, and, to the extent applicable, certified as of the Second Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority; (B) signature and incumbency certificates of the officers of such Persons executing the Loan Documents on behalf of each Loan Party; (C) copies of resolutions of the Board of Directors or similar governing body of each Loan Party approving and authorizing the execution, delivery and performance of this Second Amendment and the other Loan Documents executed in connection with the Second Amendment to which it is a party or by which it or its assets may be bound as of the Second Amendment Effective Date, certified as of the Second Amendment Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (D) other than with respect to the U.K. Borrower, a good standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, dated as of the Second Amendment Effective Date or a recent date prior thereto and (E) to the extent requested by the Administrative Agent in respect of the U.K. Borrower, (i) copies of resolutions of its shareholders approving the terms of, and the transactions contemplated by this Second Amendment and (ii) a certificate signed by a Responsible Officer of the U.K. Borrower certifying that the U.K. Borrower Sublimit would not cause any borrowing or similar limit binding on it to be exceeded; (iii) the Administrative Agent shall have received a counterpart signature page favorable opinion of this ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, dated as of the Second Amendment duly executed Effective Date, in a form consistent with the opinion delivered by each Obligor, ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP on the Administrative Agent and the Lenders constituting the Required Lenders.First Amendment Effective Date; (biv) The the Administrative Agent shall have received a certificate signed by a Responsible Officer of each Obligor the Company certifying (a) that the conditions specified in Sections 5(b) and (c) have been satisfied and (b) that there has been no event or circumstance since September 26, 2020 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (v) Concurrently with the making of the 2021 Refinancing Term Loans, (a) the entire aggregate principal amount of the 2018 Refinancing Term Loans and (b) all accrued interest, fees and other amounts accrued immediately prior to this Second Amendment becoming effective in connection therewith shall have been paid in full and all Interest Periods in respect thereof shall have been terminated; (vi) Concurrently with the availability of the 2021 Revolving Credit Facility, (i) certifying that attached thereto are resolutions evidencing necessary corporate action on their part approving the Revolving Credit Commitments in effect immediately prior to this Second Amendment becoming effective shall have been terminated and authorizing the execution, delivery and performance entire aggregate principal amount of the all Revolving Credit Loans outstanding (if any) immediately prior to this Second Amendment and approving and authorizing the manner becoming effective shall have been paid in which and by whom this Amendment are to be executed and delivered, full and (ii) attaching signature all accrued interest, fees and incumbency certificates of the Responsible Officers of such Obligor executing other amounts accrued prior to this Amendment.Second Amendment becoming effective in connection therewith shall have been paid in full and all Interest Periods in respect thereof shall have been terminated; (cvii) Any fees required to be paid pursuant to the Fee Letter on or before the Second Amendment Effective Date shall have been paid by the Company to the Administrative Agent on the Second Amendment Effective Date; (viii) The Administrative Agent Company shall have received delivered a certificate of status, compliance, good standing or like certificate Committed Loan Notice with respect to the 2021 Refinancing Term Loans, and a notice of prepayment with respect to the Existing Term Loans, in each Obligor issued by case, in accordance with the appropriate government officials of the jurisdiction of its incorporation or amalgamation, as applicable.Credit Agreement; (dix) The Administrative Agent Company shall have received a favourable opinion paid all fees, charges and disbursements of Stikeman Elliott LLP, Canadian counsel to the Borrower, and S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇▇ LLP, United States counsel LLP (it is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (ix) shall be paid by the Company to the Borrower, in form Administrative Agent on the Second Amendment Effective Date); (x) The Loan Parties shall have provided the documentation and substance acceptable other information to the Administrative Agent and Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the LendersPatriot Act and the Beneficial Ownership Regulation, addressed to the Administrative Agent, extent the Lenders and L▇▇▇▇▇▇’ Counsel;Company shall have received written requests therefor at least three (3) Business Days prior to the Second Amendment Effective Date; and (exi) The conditions specified in Section 2.19 of the Credit Agreement with respect to the Refinancing shall have been satisfied (it being understood and agreed that, as of the date hereof, such conditions shall be deemed to be satisfied). (b) Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in Section 6(a) hereof, each Lender that has signed this Second Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received a Notice of Borrowing notice from such Lender prior to the Drawdown Second Amendment Effecitve Date as required in Section 7.3 of the Amended Credit Agreement;specifying its objection thereto. (fc) All fees required to be paid on the The Second Amendment Effective Date pursuant shall not occur if any of the conditions set forth or referred to in this Section 6 has not been satisfied or waived in accordance with Section 10.01 of the Credit Agreement at or prior to 5:00 p.m., New York City time, on September 27, 2021 (it being understood that certain Fee Letter, dated as of December 19, 2022 (the “Fee Letter”), among the Canadian Borrower and the Administrative Agent; and (g) On and as any such failure of the Second Amendment Effective Date to occur by such date will not affect any rights or obligations of any Person under the representations existing Credit Agreement). The Administrative Agent shall promptly notify the Company and warranties the Lenders of the Obligors set forth in SECTION 4 hereof shall be true and correctSecond Amendment Effective Date.

Second Amendment Effective Date. This Amendment shall become effective as of the date first date (the “Second Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Required Lenders above written when and the Administrative Agent):only when: (a) The Administrative Agent shall have received a counterpart signature page all of this Amendment the following, at Administrative Agent’s office, duly executed and delivered and in form, substance and date reasonably satisfactory to Administrative Agent: (i) this Amendment, executed by the Borrower, each Obligorof the Lenders, the Administrative Agent Agent, Issuing Bank, and Swingline Lender and the Lenders constituting Consent and Agreement attached to this Amendment executed by the Required Lenders.Guarantors; (bii) The replacement Notes for the Lenders whose Commitment has changed executed by the Borrower in favor of each such Lender requesting such a Note, each Note in a principal amount equal to such Lender’s Commitment and each Note dated as of the Second Amendment Effective Date; (iii) from the Borrower and the Guarantors, such certificates of secretary, assistant secretary, manager, or general partner, as applicable, as the Administrative Agent shall have received a certificate signed by a Responsible Officer of each Obligor may reasonably require, certifying (i) certifying that attached thereto are resolutions evidencing necessary corporate action on of its board of directors, managers or members (or their part approving and equivalent) authorizing the execution, delivery execution and performance of this Amendment which such Person is executing in connection herewith, (ii) the incumbency and approving and authorizing signature of the manner in which and by whom officer executing this Amendment are to be executed and deliveredAmendment, and (iiiii) attaching signature and incumbency certificates of there has been no change in such Person’s Organization Documents from the Responsible Officers copies of such Obligor executing this Amendment. (c) The Administrative Agent shall have received a certificate of status, compliance, good standing or like certificate with respect to each Obligor issued by the appropriate government officials of the jurisdiction of its incorporation or amalgamation, as applicable. (d) The Administrative Agent shall have received a favourable opinion of Stikeman Elliott LLP, Canadian counsel to the Borrower, and S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP, United States counsel to the Borrower, in form and substance acceptable Person’s Organization Documents most recently delivered to the Administrative Agent and the Lenders, addressed to the Administrative Agent, the Lenders and L▇▇▇▇▇▇’ Counselor attaching any amendments or restatements thereof; (eiv) The Administrative Agent shall have received a Notice of Borrowing prior to the Drawdown Date as required in Section 7.3 of the Amended Credit Agreement; certificate from Borrower (fi) All fees required to be paid representing and warranting that, on the Second Amendment Effective Date pursuant to that certain Fee Letter, dated as of December 19, 2022 (the “Fee Letter”), among the Canadian Borrower and the Administrative Agent; and (g) On and as of the Second Amendment Effective Date Date, before and after giving effect to the increase in Commitments resulting hereunder (A) no Default or Event of Default exists or would exist prior to and immediately after giving effect to the increase in the Commitments, (B) the representations and warranties of contained in Article V and the Obligors set forth other Loan Documents are true and correct in SECTION 4 hereof all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correctcorrect in all respects) on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (C) all financial covenants in Section 7.15 would be satisfied on a pro forma basis as of the most recent testing date and on the Second Amendment Effective Date after giving effect to actual Credit Exposure on the Second Amendment Effective Date, if any, (ii) ratifying and confirming each of the Loan Documents, (iii) agreeing that all Loan Documents shall apply to the Obligations as they are or may be increased by this Amendment and (iv) agreeing that its obligations and covenants under each Loan Document are otherwise unimpaired by this Amendment and shall remain in full force and effect; and (v) an opinion from ▇▇▇▇▇ Lovells US LLP, counsel to each Loan Party and the General Partner, in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (b) Borrower shall have paid: (i) all recording, handling, amendment and other fees required to be paid to Administrative Agent pursuant to any Loan Documents for which Borrower has received an invoice at least one (1) Business Day prior to the Second Amendment Effective Date; (ii) the arrangement fee to be paid to the Arranger pursuant to the Second Amendment Fee Letter, which arrangement fee once paid will be fully earned and nonrefundable; and (iii) the upfront fee to be paid to the Administrative Agent pursuant to the Second Amendment Fee Letter for the account of each Lender increasing its Commitment, which upfront fee will be paid to each Lender increasing its Commitment that sends its signed signature page to this Amendment to the Administrative Agent’s counsel by noon, New York time on December 29, 2011, which fee once paid will be fully earned and nonrefundable. (c) Borrower shall have paid, in connection with such Loan Documents, all other fees and reimbursements required to be paid to Administrative Agent pursuant to any Loan Documents for which Borrower has received an invoice at least one (1) Business Day prior to the Second Amendment Effective Date, or otherwise due Administrative Agent and including invoiced fees and disbursements of Administrative Agent’s attorneys.

Second Amendment Effective Date. This Amendment (subject to Section 4) shall become effective as of the first date (the “Second Amendment Effective Date”) on which each of the following conditions shall precedent have been satisfied (or waived by the Required Lenders and the Administrative Agent):satisfied: (a) The Administrative Agent shall have received a counterpart signature page of this Amendment duly Amendment, executed and delivered by each Obligorthe Administrative Agent, the Administrative Agent Borrower and the Lenders constituting the Required ABL Lenders. (b) The All costs, fees and expenses required to be paid by the Borrower to the Administrative Agent Agent, JPMorgan Chase Bank, N.A., in its capacity as sole lead arranger and bookrunner for this Amendment, and the ABL Lenders in connection with the Amended Credit Agreement and this Amendment (including the reasonable and documented fees and expenses of legal counsel to the Administrative Agent) shall have received a certificate signed by a Responsible Officer of each Obligor (i) certifying that attached thereto are resolutions evidencing necessary corporate action on their part approving been paid to the extent due and authorizing invoiced to the execution, delivery and performance of this Amendment and approving and authorizing the manner in which and by whom this Amendment are to be executed and delivered, and (ii) attaching signature and incumbency certificates of the Responsible Officers of such Obligor executing this AmendmentBorrower. (c) The Administrative Agent shall have received all necessary or reasonably advisable amendments to, and a certificate of status, compliance, good standing or like certificate reaffirmation agreement with respect to, the existing collateral security and guarantee documents delivered under the Credit Agreement, such amendments and reaffirmation agreement to each Obligor issued by be reasonably satisfactory to the appropriate government officials of the jurisdiction of its incorporation or amalgamation, as applicableAdministrative Agent. (d) The Administrative Agent shall have received (i) a favourable opinion certificate of Stikeman Elliott LLPeach Loan Party, Canadian counsel to dated the BorrowerSecond Amendment Effective Date, substantially in the form of Exhibit B hereto, with appropriate insertions and S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP, United States counsel to the Borrower, in form attachments and substance acceptable (ii) evidence reasonably satisfactory to the Administrative Agent and the Lenders, addressed to the Administrative Agent, the Lenders and L▇▇▇▇▇▇’ Counsel;that each Loan Party is in good standing in its jurisdiction of organization. (e) The Administrative Agent shall have received a Notice the executed legal opinion of Borrowing prior Polsinelli PC, counsel to the Drawdown Date as required Borrower and its Restricted Subsidiaries, in Section 7.3 form and substance reasonably acceptable to the Administrative Agent. (f) The Administrative Agent shall have received a solvency certificate, dated the Second Amendment Effective Date, substantially in the form of Exhibit L to the Amended Credit Agreement; , executed by the chief financial officer of the Borrower, certifying that on the Second Amendment Effective Date, immediately after giving effect to this Amendment, the making of any Loan (fas defined in the Amended Credit Agreement) All fees required to be paid made on the Second Amendment Effective Date pursuant to that certain Fee Letterand the application of the proceeds thereof, dated as of December 19, 2022 (the “Fee Letter”), among the Canadian Borrower and the Administrative Agent; andits Subsidiaries, on a consolidated basis, are solvent. (g) On The Administrative Agent shall have received, at least one business day prior to the Second Amendment Effective Date, all documentation and other information about any Loan Party reasonably requested by the Administrative Agent in writing at least three business days prior to the Second Amendment Effective Date and that the Administrative Agent reasonably determines (x) is required by United States bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and (y) has not been previously provided to the Administrative Agent. (h) Each of the representations and warranties made by any Loan Party in or pursuant to this Amendment, the Amended Credit Agreement and the other Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Second Amendment Effective Date as if made on and as of such date, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall have been so true and correct as of such earlier date. (i) No Default or Event of Default shall have occurred and be continuing on the Second Amendment Effective Date or after giving effect to this Amendment and any extensions of credit requested to be made under the Amended Credit Agreement on such date. (j) The Administrative Agent shall have received (i) with respect to any Mortgaged Property that contains one or more buildings, a “life-of-loan standard flood hazard determination”, (ii) if any of the Obligors set forth buildings on such Mortgaged Property is located in SECTION 4 hereof shall be true a special flood area, a policy of flood insurance that (x) covers each such parcel and correctthe building(s) located thereon and (y) is written in an amount that is reasonably satisfactory to the Administrative Agent and otherwise in compliance with the coverage required with respect to the particular type of property under the National Flood Insurance Act of 1968 and (iii) if such Mortgaged Property is located in a special flood hazard area, confirmation that the Borrower has received the notice required pursuant to Regulation H of the Board.

Second Amendment Effective Date. This Amendment (other than the Post Second Amendment Amendments) shall become effective as of the first date (the “Second Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Required Lenders and the Administrative Agent):satisfied: (a) The the Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each ObligorLoan Party, the Administrative Agent Agent, each Swing Line Lender, each L/C Issuer, each New Term A Lender, each New Revolving Credit Lender and the Lenders constituting representing the Required Lenders.; (b) The the Administrative Agent shall have received a certificate signed by a Responsible Officer of each Obligor Loan Party certifying (i) certifying that the articles of formation or other comparable organizational documents of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and complete copy of the bylaws, operating agreement or comparable governing document of each Loan Party either (A) has not been amended since the Closing Date or (B) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (ii) that attached thereto are resolutions evidencing necessary corporate action on their part approving and the written consents of each Loan Party’s governing body authorizing the execution, delivery delivery, performance of, this Amendment and performance such written consents have not been modified, rescinded or amended and are in full force and effect on the Second Amendment Effective Date without amendment, modification or rescission, and (iii) as to the incumbency and genuineness of the signature of the officers or other authorized signatories of each Loan Party, executing this Amendment; (c) the Administrative Agent shall have received a certificate as of a recent date of the good standing of each Loan Party under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization; (d) the Administrative Agent shall have received all documentation and other information from each Loan Party reasonably requested by the Administrative Agent (on behalf of any Lender as of the Second Amendment Effective Date) in writing at least three Business Days in advance of the Second Amendment Effective Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (e) the representations and warranties set forth in Section 4 of this Amendment shall be true and approving correct in all respects on and authorizing as of the manner Second Amendment Effective Date, and the Administrative Agent shall have received a certificate (in which form and substance reasonably acceptable to the Administrative Agent), dated as of the Second Amendment Effective Date and signed by whom this Amendment are a Responsible Officer of the Borrower, certifying as to such representations and warranties; (f) the Administrative Agent shall have received the favorable legal opinion of Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender party hereto and in form and substance reasonably satisfactory to the Administrative Agent; (g) all fees and expenses required to be executed paid by (or on behalf of) the Borrower to the Lender, the Administrative Agent (including pursuant to Section 11.04 of the Credit Agreement) or any arranger pursuant to any written agreement with the Borrower on or before the Second Amendment Effective Date shall have been paid in full in cash (and deliveredin the case of expenses, to the extent invoiced at least three Business Days prior to the Second Amendment Effective Date); (h) the Administrative Agent shall have received (i) the results of a recent UCC lien search with respect to each Loan Party and (ii) a completed standard flood hazard determination form for the real property covered by the Existing Mortgage (as defined below) and if any improvements to such real property are located in a special flood hazard area, (A) a notification to the Borrower by the Administrative Agent and countersigned by the Borrower and (B) a copy of the flood insurance policy, the Borrower’s application for a flood insurance policy, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Administrative Agent; (i) the prepayment of the aggregate outstanding principal amount of (A) (i) the Existing Terms A Loans shall have been consummated or, substantially concurrently with the incurrence of the New Term A Loans, shall be consummated and (B) the Revolving Credit Loans as of the Second Amendment Effective Date (immediately prior to giving effect to the Amendment) shall have been consummated, in each case, together with all accrued and unpaid interest on, and fees related to the Existing Term A Loans and the Existing Revolving Credit Commitments (and Revolving Credit Loans thereunder). The Existing Revolving Credit Commitments shall have been terminated; (j) the Administrative Agent shall have received payment from or on behalf of the Borrower for the account of each New Lender, of an upfront fee for each such Lender in an amount equal to: (i) with respect to each New Lender that is an Existing Term A Lender and/or Existing Revolving Credit Lender, 6 basis points on such Existing Term A Lender’s and/or Existing Revolving Credit Lender’s, as applicable, New Term A Commitments or New Revolving Credit Commitments up to an aggregate amount equal to such Lender’s Existing Term A Loans and Existing Revolving Credit Commitments, and (ii) attaching signature and incumbency certificates for all other New Term A Commitments or New Revolving Credit Commitments, 30 basis points on such commitments; (k) the Administrative Agent shall have received a Request for Credit Extension in respect of the Responsible Officers of such Obligor executing this Amendment.New Term A Loans and any Revolving Credit Loans to be made under the New Revolving Credit Commitments on the Second Amendment Effective Date; (cl) The Administrative Agent shall have received a certificate from the chief financial officer of statusHoldings attesting to the Solvency of Holdings, compliance, good standing or like certificate with respect the Borrower and the Restricted Subsidiaries on a consolidated basis after giving effect to each Obligor issued by the appropriate government officials of the jurisdiction of its incorporation or amalgamation, as applicable.transactions contemplated hereby; and (dm) The Administrative Agent shall have received a favourable opinion satisfactory evidence of Stikeman Elliott LLP, Canadian counsel the redemption (including the payment of any accrued and unpaid interest and required redemption premium) of the LPS Notes in full pursuant to the Borrower, and S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP, United States counsel to the Borrower, in form and substance acceptable to the Administrative Agent and the Lenders, addressed to the Administrative Agent, the Lenders and L▇▇▇▇▇▇’ Counsel; (e) The Administrative Agent shall have received a Notice of Borrowing prior to the Drawdown Date as required in Section 7.3 of the Amended Credit Agreement; (f) All fees required to be paid LPS Notes Indenture on the Second Amendment Effective Date pursuant to that certain Fee Letter, dated as of December 19, 2022 (the “Fee Letter”), among the Canadian Borrower and the Administrative Agent; and (g) On and as of the Second Amendment Effective Date the representations and warranties of the Obligors set forth in SECTION 4 hereof shall be true and correctDate.

Second Amendment Effective Date. This Refinancing Amendment shall become effective as of the first date (the “Second Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Required Lenders and the Administrative Agent):satisfied: (a) The Administrative Agent shall have received (i) a counterpart signature page of this Refinancing Amendment duly executed by each Obligorof the Loan Parties, the Administrative Agent Agent, each Swing Line Lender, each L/C Issuer and the Lenders constituting the Required Lenderseach New Lender. (b) The representations and warranties set forth in Section 4 of this Refinancing Amendment shall be true and correct in all respects on and as of the Second Amendment Effective Date, and the Administrative Agent shall have received a certificate (in form and substance reasonably acceptable to the Administrative Agent), dated as of the Second Amendment Effective Date and signed by a Responsible Officer of the Lead Borrower, certifying as to such representations and warranties. (c) The Administrative Agent shall have received an opinion from each of ▇▇▇▇▇ ▇▇▇▇▇ LLP, U.S. counsel to the Loan Parties and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., corporate counsel of Parent, in each case, in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received a Committed Loan Notice in respect of the New Term A Loans and any New Revolving Credit Loans. (e) The Administrative Agent shall have received (x) a notice of mandatory prepayment of Term Loans pursuant to Section 2.05(b)(v) of the Credit Agreement and (y) a notice of prepayment of Revolving Credit Loans and Swing Line Loans and Termination of Revolving Credit Commitments pursuant to Section 2.06 of the Credit Agreement. (f) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Lead Borrower designating the New Term A Loans as Refinancing Term Loans and the New Revolving Credit Commitments as Refinancing Revolving Credit Commitments. (g) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Obligor (i) certifying that attached thereto are resolutions evidencing necessary corporate action on their part approving and authorizing Loan Party, the authorization of execution, delivery and performance of this Amendment and approving and authorizing Refinancing Amendment, the manner in which and by whom this Amendment are to be executed and delivered, and (ii) attaching signature and incumbency certificates performance of the Responsible Officers of such Obligor executing this AmendmentCredit Agreement and each other applicable Loan Document, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (ch) The Borrowers shall have paid all fees and amounts due and payable pursuant to this Refinancing Amendment and/or any letter agreements or fee letters (collectively, the “Fee Letters”) by and between the Borrowers and the Administrative Agent, including, to the extent evidenced by a written invoice, reimbursement or payment of documented and reasonable out-of-pocket expenses in connection with this Refinancing Amendment and any other out-of-pocket expenses of the Administrative Agent required to be paid or reimbursed pursuant to the Credit Agreement or the Fee Letters. (i) The Administrative Agent shall have received a certificate of status, compliance, good standing or like certificate with respect at least one (1) Business Day prior to each Obligor issued the Second Amendment Effective Date all documentation and other information about the Borrowers and the Guarantors as has been reasonably requested in writing at least three (3) Business Days prior to the Second Amendment Effective Date by the appropriate government officials Administrative Agent that it reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (j) The prepayment of (A) the Existing Term A Loans and (B) the Existing Revolving Credit Loans, in each case, shall have been consummated or, substantially concurrently with the incurrence of the jurisdiction of its incorporation New Term A Loans or amalgamationNew Revolving Credit Commitments, shall be consummated, in each case with all accrued and unpaid interest on, and premiums and fees related to, the Existing Term A Loans and the Revolving Credit Loans, as applicable, to, but not including, the Second Amendment Effective Date. (dk) The Administrative Agent shall have received a favourable opinion payment from or on behalf of Stikeman Elliott LLPthe Borrowers for the account of each New Lender, Canadian counsel of an upfront fee for each such Lender in an amount equal to, with respect to the Borrowereach New Term A Lender or New Revolving Credit Lender, and S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP25 basis points on such New Term A Lender’s and/or New Revolving Credit Lender’s, United States counsel to the Borroweras applicable, in form and substance acceptable to the Administrative Agent and the Lenders, addressed to the Administrative Agent, the Lenders and L▇▇▇▇▇▇’ Counsel; (e) New Term A Commitments or New Revolving Credit Commitments. The Administrative Agent shall have received a Notice of Borrowing prior to notify the Drawdown Date as required in Section 7.3 of the Amended Credit Agreement; (f) All fees required to be paid on the Second Amendment Effective Date pursuant to that certain Fee Letter, dated as of December 19, 2022 (the “Fee Letter”), among the Canadian Borrower Borrowers and the Administrative Agent; and (g) On and as New Lenders of the Second Amendment Effective Date the representations and warranties of the Obligors set forth in SECTION 4 hereof such notice shall be true conclusive and correctbinding.

Second Amendment Effective Date. This Second Amendment shall become effective as of the first date (the “Second Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Required Lenders and the Administrative Agent):satisfied: (ai) The the Administrative Agent shall have received a counterpart signature page of this Second Amendment duly executed by each Obligorof the Borrower, each Guarantor, each Refinancing Term Lender and other Lenders (together with the Refinancing Term Lenders) sufficient to constitute, collectively, the Requisite Lenders; and (ii) the Administrative Agent and the Lenders constituting the Required Lenders. (b) The Administrative Agent and their respective counsel shall have received a certificate signed by a Responsible Officer of each Obligor (i) certifying that attached thereto are resolutions evidencing necessary corporate action on their part approving and authorizing the execution, delivery and performance of this Amendment and approving and authorizing the manner in which and by whom this Amendment are to be an original executed and delivered, and (ii) attaching signature and incumbency certificates copy of the Responsible Officers of such Obligor executing this Amendment. (c) The Administrative Agent shall have received a certificate of status, compliance, good standing or like certificate with respect to each Obligor issued by the appropriate government officials of the jurisdiction of its incorporation or amalgamation, as applicable. (d) The Administrative Agent shall have received a favourable favorable written opinion of Stikeman Elliott LLP, Canadian counsel to the Borrower, and S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & LLP, counsel for the Credit Parties, dated as of the Second Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and the Lenders as of the Second Amendment Effective Date after giving effect to this Second Amendment (and each Credit Party hereby instructs such counsel to deliver such opinion to the Administrative Agent and such Lenders); (iii) the Administrative Agent shall have received (A) a copy of each Organizational Document of each Credit Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, or, if reasonably acceptable to the Administrative Agent, a certification by an Authorized Officer that the applicable Organizational Documents delivered in connection with the Closing Date and/or on First Amendment Effective Date, remain in full force and effect and have not been amended, modified, revoked or rescinded since the First Amendment Effective Date, as applicable, (B) signature and incumbency certificates of the officers or directors of each Credit Party executing this Second Amendment, substantially in the form of the closing certificates delivered on the Closing Date, (C) resolutions of the Board of Directors or similar governing body of each Credit Party approving and, to the extent required in any jurisdiction, resolutions of the meeting of shareholders of a Credit Party, in each case authorizing the execution, delivery and performance of this Second Amendment, certified as of the Second Amendment Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment and (D) a good standing certificate (to the extent such concept is applicable in the relevant jurisdiction) from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation; (iv) the representations and warranties of the Credit Parties set forth in Section 4 hereof shall be true and correct in all material respects as of the Second Amendment Effective Date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), and the Administrative Agent shall have received a certificate, dated as of the Second Amendment Effective Date of the Borrower, confirming the accuracy thereof, which shall be in form and substance reasonably satisfactory to Administrative Agent; (v) the Borrower shall have paid (i) all fees and other amounts due and payable to GS Bank, ▇.▇. ▇▇▇▇▇▇ Securities LLC (“JPMS”), Citigroup Global Markets Inc. (“CGMI”), ▇▇▇▇▇▇▇ LLP▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“MLPFS”) as joint lead arrangers, United States bookrunners and co-syndication agent (in such capacities, the “Lead Arrangers”) and the Administrative Agent in connection with this Second Amendment, including reimbursement or payment of reasonable costs and expenses actually incurred by the Lead Arrangers or the Administrative Agent in connection with this Second Amendment, including the reasonable fees, expenses and disbursements of counsel for the Lead Arrangers and the Administrative Agent, in each case, to the Borrower, extent that Borrower has received a reasonably detailed invoice for such costs and expenses prior to the Second Amendment Effective Date and (ii) a consent fee to the Administrative Agent for the account of each Lender that has evidenced its consent hereto as provided in form and substance acceptable to Section 5(i) or as otherwise agreed by the Administrative Agent and the LendersBorrower (including in a “cashless roll” letter), addressed in an amount equal to 0.05% of the Administrative AgentLoans and/or Revolving Commitment, the Lenders and L▇▇▇▇▇▇’ Counselas applicable, of such Lender; (evi) The concurrently with the making of the Refinancing Tranche B Term Loans, (a) the entire aggregate principal amount of the Existing Tranche B Term Loans and (b) all accrued interest, fees and other amounts (including any amounts due pursuant to Section 2.18 of the Credit Agreement) accrued prior to the Second Amendment Effective Date in connection therewith shall have been paid (or, in the case of principal, deemed paid pursuant to this Second Amendment) in full and all Interest Periods in respect of thereof shall have been terminated; (vii) the Borrower shall have delivered a Funding Notice with respect to the Refinancing Tranche B Term Loans, and a notice of prepayment with respect to the Existing Tranche B Term Loans, in each case, in accordance with the Credit Agreement; and (viii) the Administrative Agent shall have received a Notice payment in the amount of Borrowing prior $200,000,000 to effect the voluntary prepayment of the Refinancing Tranche B Term Loans in accordance with Section 2.13 of the Credit Agreement immediately after giving effect to the Drawdown Date as required in Section 7.3 of the Amended Credit Agreement; (f) All fees required to be paid on the Second Amendment Effective Date pursuant to that certain Fee Letter, dated as of December 19, 2022 Refinancing (the “Fee LetterPrepayment”), among . The Administrative Agent hereby acknowledges that (i) the Canadian Borrower and hereby provides notice under Section 2.13 of the Administrative Agent; and (g) On and Credit Agreement of such Prepayment as of the Second Amendment Effective Date the representations and warranties of the Obligors (ii) all notice requirements set forth in SECTION 4 hereof Section 2.13 of the Credit Agreement with respect to such Prepayment have been satisfied (it being understood and agreed that the Prepayment shall be true made with internally generated cash of the Borrower and correctnot the proceeds of the incurrence of Indebtedness). (b) Subject to Section 9.05(b) of the Credit Agreement, the Second Amendment Effective Date shall not occur if each of the conditions set forth or referred to in this Section 5 has not been satisfied or waived in accordance with Section 10.05 of the Credit Agreement at or prior to 5:00 p.m., New York City time, on August 2, 2013 (it being understood that any such failure of the Second Amendment Effective Date to occur by such date will not affect any rights or obligations of any Person under the existing Credit Agreement). The Administrative Agent shall promptly notify the Borrower and the Lenders of the Second Amendment Effective Date.

Second Amendment Effective Date. This The effectiveness of this Second 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 “Second Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Required 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 Second Amendment duly executed by (i) each ObligorLoan Party, (ii) the Administrative Agent and the Agent, (iii) Lenders constituting the Required Revolving Lenders, and (iv) each L/C Issuer. (b) The Administrative Agent Borrower shall have received a certificate signed by a Responsible Officer paid all fees, compensation and reasonable and documented expenses (including, without limitation, reasonable and documented legal fees and expenses) of each Obligor (i) certifying that attached thereto are resolutions evidencing necessary corporate action on their part approving and authorizing the execution, delivery and performance of this Amendment and approving and authorizing the manner in which and by whom this Amendment are to be executed and delivered, and (ii) attaching signature and incumbency certificates of the Responsible Officers of such Obligor executing this Amendment. (c) The Administrative Agent shall have received a certificate of status, compliance, good standing or like certificate with respect to each Obligor issued by the appropriate government officials of the jurisdiction of its incorporation or amalgamation, as applicable. (d) The Administrative Agent shall have received a favourable opinion of Stikeman Elliott LLP, Canadian counsel to the Borrower, and S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP, United States counsel to the Borrower, in form and substance acceptable to the Administrative Agent and the Lenders, addressed to the Administrative Agent, the Second Amendment Lead Arranger and the Revolving Credit Lenders due and L▇▇▇▇▇▇’ Counsel; (e) The Administrative Agent shall have received a Notice of Borrowing payable on or prior to the Drawdown Date as required in Section 7.3 of the Amended Credit Agreement; (f) All fees required to be paid on the Second Amendment Effective Date (including pursuant to that certain Fee Letter, dated as of December 19March 10, 2022 (the “Fee Letter”)2023, by and among the Canadian Borrower and the Second Amendment Lead Arranger). The Borrower shall have paid to the Administrative Agent; and, for the account of each Consenting Lender, a consent fee (“Consent Fee”) equal to 0.15% of the amount of such ▇▇▇▇▇▇’s Revolving Credit Commitments (whether drawn or undrawn) on the Second Amendment Effective Date. Payment of each Consent Fee will be made in immediately available funds in Dollars and will not be subject to counterclaim or set-off for, or be otherwise affected by, any claim or dispute relating to any other matter. (gc) On After giving effect to the amendments to the Credit Agreement contemplated by this Second Amendment, no Default or Event of Default has occurred and is continuing on the Second Amendment Effective Date both before and immediately after giving effect to the transactions contemplated hereunder. (d) Each of the representations and warranties made by any Loan Party in Article III of this Second Amendment, and in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the Second Amendment Effective Date as if made on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties of the Obligors set forth refer to an earlier date, in SECTION 4 hereof which case they shall be true and correctcorrect in all material respects as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

Second Amendment Effective Date. This Amendment shall will become effective on November 7, 2001 or the first Business Day thereafter as of the first date (the “Second Amendment Effective Date”) on which each of the following conditions shall have precedent has been satisfied (or waived by the Required Lenders and the Administrative Agent"Second Amendment Effective Date"): (a) The Administrative Agent shall have has received from the Company and the Required Banks a duly executed original or facsimile counterpart signature page of this Amendment duly executed (any such facsimiles to be promptly followed by each Obligor, the Administrative Agent and the Lenders constituting the Required Lendersoriginals thereof). (b) The Administrative Agent shall have received a certificate signed by a Responsible Officer "Second Amendment Effective Date" as defined in the Second Amendment to the Amended and Restated Credit Agreement of each Obligor (i) certifying that attached thereto are resolutions evidencing necessary corporate action on their part approving and authorizing the execution, delivery and performance of this Amendment and approving and authorizing the manner in which and by whom this Amendment are to be executed and delivered, and (ii) attaching signature and incumbency certificates even date herewith has occurred or is occurring contemporaneously as of the Responsible Officers of such Obligor executing this AmendmentSecond Amendment Effective Date hereunder. (c) The Administrative Agent shall have has received a certificate of status, compliance, good standing or like certificate with respect to each Obligor issued by the appropriate government officials of the jurisdiction of its incorporation or amalgamation, as applicable. (d) The Administrative Agent shall have received a favourable an opinion of Stikeman Elliott LLP, Canadian counsel to the Borrower, and S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP, United States as counsel to the BorrowerCompany and the Partner Entities addressed to the Agent and the Banks, in form and substance acceptable reasonably satisfactory to the Administrative Agent and the Lenders, addressed Required Banks. (d) The Company shall have paid to the Administrative AgentAgent an amount equal to $8,000,000 representing the aggregate Net Proceeds received by the Company and its Subsidiaries prior to the Second Amendment Effective Date from the dispositions of property described on Schedule 5(d), such Net Proceeds to be applied to the Lenders and L▇▇▇▇▇▇’ Counsel;prepayment of the Facility B Loans in the manner described in Section 2.7(a) of the Agreement, as amended by this Second Amendment. (e) The Administrative Agent Company shall have received a Notice of Borrowing prior paid to the Drawdown Date as required Agent, for the account of each Bank that has executed a counterpart of this Amendment and delivered (by hard copy or facsimile) the same to the Agent or its counsel by 5:00 p.m. (Charlotte, North Carolina time) on the date hereof, a nonrefundable amendment fee in Section 7.3 an amount equal to such Bank's Commitment multiplied by 0.50%; which amounts the Company hereby covenants to pay to the Agent for the account of the Amended Credit Agreement;such Banks on demand. (f) All The Company shall have paid all of the fees required and other amounts due and payable to be paid on Banc of America Securities LLC ("BAS"), including, without limitation, the Second Amendment Effective Date pursuant to fees set forth in that certain Fee Letter, Engagement Letter dated as of December 19August 28, 2022 (2001, between the “Fee Letter”), among the Canadian Borrower Company and the Administrative Agent; and (g) On and as of the Second Amendment Effective Date the representations and warranties of the Obligors set forth in SECTION 4 hereof shall be true and correctBAS.

Second Amendment Effective Date. This Amendment (subject to Section 4), and the obligation of each New Term Lender to make New Term Loans, shall become effective as of the first date (the “Second Amendment Effective Date”) on which each of the following conditions shall precedent have been satisfied (or waived by the Required Lenders and the Administrative Agent):satisfied: (a) The Administrative Agent shall have received a counterpart signature page of (i) this Amendment duly Amendment, executed and delivered by each Obligor, the Administrative Agent and the Lenders constituting Borrower and Persons committing herein to provide New Term Loans in an aggregate principal amount sufficient to refinance in full the Required LendersExisting Term Loans outstanding under the Credit Agreement immediately prior to the Second Amendment Effective Date and (ii) reasonably satisfactory evidence that the Existing Term Loans have been paid in full or replaced with the New Term Loans hereunder and loans outstanding under the ABL Loan Documents shall have been sufficiently reduced (in each case, all accrued interest thereon and other amounts outstanding in respect of such repaid or replaced amount have been or will be paid). (b) The Administrative Agent shall have received all necessary or reasonably advisable amendments to, and a certificate signed by a Responsible Officer of each Obligor (i) certifying that attached thereto are resolutions evidencing necessary corporate action on their part approving reaffirmation agreement with respect to, the existing collateral security and authorizing guarantee documents delivered under the executionCredit Agreement, delivery such amendments and performance of this Amendment and approving and authorizing the manner in which and by whom this Amendment are reaffirmation agreement to be executed and delivered, and (ii) attaching signature and incumbency certificates of reasonably satisfactory to the Responsible Officers of such Obligor executing this AmendmentAdministrative Agent. (c) The All costs, fees and expenses required to be paid by the Borrower to the Administrative Agent Agent, the Lead Arrangers and the New Term Lenders in connection with the Amended Credit Agreement and this Amendment (including the reasonable and documented fees and expenses of legal counsel to the Administrative Agent) shall have received a certificate of status, compliance, good standing or like certificate with respect been paid to each Obligor issued by the appropriate government officials of extent due and invoiced to the jurisdiction of its incorporation or amalgamation, as applicableBorrower. (d) The Administrative Agent shall have received (i) a favourable opinion certificate of Stikeman Elliott LLP, Canadian counsel to the Borrower, dated the Second Amendment Effective Date, substantially in the form of Exhibit C hereto, with appropriate insertions and S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP, United States counsel to the Borrower, in form attachments and substance acceptable (ii) evidence reasonably satisfactory to the Administrative Agent and the Lenders, addressed to the Administrative Agent, the Lenders and L▇▇▇▇▇▇’ Counsel;that each Loan Party is in good standing in its jurisdiction of organization. (e) The Administrative Agent shall have received a Notice the executed legal opinion of Borrowing prior ▇▇▇▇▇▇▇▇▇▇ PC, counsel to the Drawdown Date as required Borrower and its Restricted Subsidiaries, in Section 7.3 of form and substance reasonably acceptable to the Amended Credit Agreement;Administrative Agent. (f) All fees required The Administrative Agent shall have received a solvency certificate, dated the Second Amendment Effective Date, substantially in the form of Exhibit L to the Credit Agreement, executed by the chief financial officer of the Borrower, certifying that on the Second Amendment Effective Date, immediately after giving effect to this Amendment, the issuance of the New Notes, the use of proceeds thereof (including in respect of the Term Loan Prepayment), the making by each New Term Lender of New Term Loans to be paid made by it on the Second Amendment Effective Date pursuant to that certain Fee Letterand the application of the proceeds thereof, dated as of December 19, 2022 (the “Fee Letter”), among the Canadian Borrower and the Administrative Agent; andits Subsidiaries, on a consolidated basis, are solvent. (g) On The Administrative Agent shall have received, at least three business day prior to the Second Amendment Effective Date, all documentation and other information about any Loan Party reasonably requested by the Administrative Agent in writing at least ten business days prior to the Second Amendment Effective Date and that the Administrative Agent reasonably determines (i) is required by United States bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and (ii) has not been previously provided to the Administrative Agent. (h) The Administrative Agent shall have received (i) with respect to any Mortgaged Property that contains one or more buildings, a “life-of-loan standard flood hazard determination”, (ii) if any of the buildings on such Mortgaged Property is located in a special flood area, a policy of flood insurance that (x) covers each such parcel and the building(s) located thereon, (y) is written in an amount that is reasonably satisfactory to the Administrative Agent and otherwise in compliance with the coverage required with respect to the particular type of property under the National Flood Insurance Act of 1968, and (z) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (iii) if such Mortgaged Property is located in a special flood hazard area, confirmation that the Borrower has received the notice required pursuant to Regulation H of the Board. (i) Each of the representations and warranties made by any Loan Party in or pursuant to this Amendment, the Amended Credit Agreement and the other Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Second Amendment Effective Date immediately prior to and immediately after giving effect to the incurrence of the New Term Loans and the use of proceeds thereof, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall have been so true and correct as of such earlier date. (j) The Administrative Agent shall have received the results of a recent Lien search with respect to each Loan Party, and such search shall reveal no Liens on any of the Obligors set forth in SECTION 4 hereof assets of the Loan Parties except for Liens permitted by Section 7.3 of the Credit Agreement or discharged on or prior to the Second Amendment Effective Date pursuant to documentation satisfactory to the Administrative Agent. (k) The Administrative Agent shall have received (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its subsidiaries for the three most recently completed fiscal years ended at least 90 days before the Second Amendment Effective Date and (b) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its subsidiaries for each subsequent fiscal quarter ended (that is not a fiscal year-end) at least 45 days before the Second Amendment Closing Date; provided that filing of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirements (l) No Default or Event of Default shall have occurred and be true continuing on the Second Amendment Effective Date immediately prior to and correctimmediately after giving effect to this Amendment, the incurrence of the New Term Loans and the use of proceeds thereof.

Second Amendment Effective Date. This Amendment shall become effective as upon the execution and delivery hereof by each Loan Party, the Administrative Agent and each of the first Lenders; provided that Section 1 and 2 hereof shall not become effective until the date (the “Second Amendment Effective Date”) on which each of when the following additional conditions shall have also been satisfied (or waived by the Required Lenders and the Administrative Agent):satisfied: (a) The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each Obligor, the Administrative Agent and the Lenders constituting the Required Lenders. (b) The Administrative Agent shall have received a certificate signed by a Responsible Officer of each Obligor (i) certifying that attached thereto are resolutions evidencing necessary corporate action on their part approving and authorizing the execution, delivery and performance of this Amendment and approving and authorizing the manner in which and by whom this Amendment are to be executed and delivered, and (ii) attaching signature and incumbency certificates of the Responsible Officers of such Obligor executing this Amendment. (c) The Administrative Agent shall have received a certificate of status, compliance, good standing or like certificate with respect to each Obligor issued by the appropriate government officials a Responsible Officer of the jurisdiction of its incorporation or amalgamationCompany dated the date hereof, certifying as applicable.to the representations and warranties made by each Loan Party contained in Section 3 hereof; (db) The the Administrative Agent shall have received a favourable opinion of Stikeman Elliott LLP, Canadian counsel to fee letter duly executed and delivered by the Borrower, and S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP, United States counsel to Company (the Borrower, in form and substance acceptable to the Administrative Agent and the Lenders, addressed to the Administrative Agent, the Lenders and L▇▇▇▇▇▇’ Counsel“Amendment Fee Letter”); (ec) The the Administrative Agent shall have received a Loan Notice of Borrowing prior with respect to the Drawdown Date as required in Section 7.3 of Term Loans to be funded pursuant to the Amended Credit AgreementSecond Amendment Term Commitments on the Second Amendment Effective Date; (fd) All the Administrative Agent and the Lenders shall have received (i) all fees required to be paid on the Second Amendment Effective Date pursuant to the Amendment Fee Letter and (ii) all other reasonable and documented out of pocket expenses (including, without limitation, legal fees of counsel to the Administrative Agent), to the extent invoiced prior to the Second Amendment Effective, owing pursuant to the Loan Documents (which amounts may be offset against the proceeds of the Loans funded in connection herewith); provided, however, that certain Fee Letterthe Loan Parties shall not be responsible for payment of any expenses (including, without limitation, legal fees of counsel to the Administrative Agent) owing relating to the First Amendment to Credit Agreement, dated as of December 19September 13, 2022 (the “Fee Letter”), among the Canadian Borrower and the Administrative Agent2022; and (ge) On and as of Lenders shall have received at least three Business Days prior to the Second Amendment Effective Date all documentation and other information regarding the representations Loan Parties required by Governmental Authorities under applicable “know your customer and warranties anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Canadian AML Acts, in each case to the extent reasonably requested of the Obligors set forth in SECTION 4 hereof shall be true and correctBorrower at least 10 Business Days prior to the Second Amendment Effective Date (or such shorter period agreed to by the Company).

Second Amendment Effective Date. This Amendment The amendments to the Credit Agreement set out in Section 1(a) and (b) shall become effective as on the date on which each of the first date following conditions precedent is satisfied in a manner reasonably satisfactory to the Lender (the “Second Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Required Lenders and the Administrative Agent): (a) The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each Obligor, the Administrative Agent and the Lenders constituting the Required Lenders.Lender shall have received: (bi) The counterparts of this Second Amendment, duly authorized, executed and delivered by the Borrower, the Guarantors, the Lender and the Administrative Agent shall have Agent; (ii) evidence that the Borrower has received cash proceeds from a cash capital contribution in respect of its common Equity Interests in an amount of no less than Two Hundred and Twenty Five Million Dollars $225,000,000 and net of underwriting fees and other transaction costs and expenses (not taking into account any capital contributions made to the Borrower or any other Subsidiary thereof on or prior to October 28, 2025); (iii) a certificate signed by of a Responsible Officer of each Obligor Credit Party setting forth (iA) certifying that attached thereto resolutions of its board of directors or other appropriate governing body with respect to the authorization of such Credit Party, as applicable, to execute and deliver this Second Amendment and the transactions contemplated hereby; (B) the officers of such Credit Party who are resolutions evidencing necessary corporate action on their part approving and authorizing the execution, delivery and performance of authorized to sign this Amendment and approving and authorizing the manner in which and by whom this Amendment are to be executed and delivered, transactions contemplated hereby; (C) specimen or genuine signatures of such authorized officers; and (iiD) attaching signature the articles or certificate of incorporation and incumbency by-laws or other applicable Organizational Documents of such Credit Party, as applicable, certified as being true and complete; (iv) certificates of the Responsible Officers appropriate state agencies, as requested by the Lender, with respect to the existence, qualification and good standing of such Obligor executing each Credit Party in its jurisdiction of organization; (v) a Solvency Certificate from the Borrower in form and substance reasonably satisfactory to the Lender; (vi) legal opinions addressing (A) capacity and due authorization matters with respect to the Credit Parties and (B) non-disturbance of the security interests granted in the Collateral; (b) there shall be no pending litigation seeking to enjoin or prevent the execution of this Amendment.Second Amendment or the consummation of the transactions contemplated thereby; (c) The Administrative Agent no Material Adverse Effect shall have received a certificate of status, compliance, good standing or like certificate with respect to each Obligor issued by the appropriate government officials of the jurisdiction of its incorporation or amalgamation, as applicable.occurred; and (d) The Administrative Agent the Borrower shall have received a favourable opinion of Stikeman Elliott LLPpaid on or before the Second Amendment Effective Date, Canadian counsel to the Borrowerall outstanding fees, premiums, expenses and S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP, United States counsel to the Borrower, in form and substance acceptable other charges then payable by it to the Administrative Agent and the LendersLender (including the reasonable fees, addressed to charges and disbursements of counsel for the Lender and the Administrative Agent); provided, that the Lenders Borrower receives an invoice for such fees, premiums, expenses and L▇▇▇▇▇▇’ Counsel; other charges on or before the date that is two (e2) The Administrative Agent shall have received a Notice of Borrowing Business Days prior to the Drawdown Date as required in Section 7.3 of the Amended Credit Agreement; (f) All fees required to be paid on the Second Amendment Effective Date Date, including (without limitation) pursuant to section 3 of that certain Fee Letter, dated Letter Agreement Regarding Restart Production and SBC FDPs effective as of December 19June 1, 2022 2025 between the Borrower, the Lender, Mobil Pacific Pipeline Company, Pacific Offshore Pipeline Company and Pacific Pipeline Company (the “Fee Restart Letter”), among the Canadian Borrower and the Administrative Agent; and (g) On and as of the Second Amendment Effective Date the representations and warranties of the Obligors set forth in SECTION 4 hereof shall be true and correct.

Second Amendment Effective Date. This Amendment The addition of the New Lender as a party to the Credit Agreement effected by PARAGRAPH 2 above and the amendments effected by PARAGRAPH 3 above shall become effective on January 28, 2000 (the "SECOND AMENDMENT EFFECTIVE DATE"), subject to receipt by the Existing Lenders, the New Lender and Agent, as applicable, on or prior to the Second Amendment Effective Date of the following, each in form and substance satisfactory to the Existing Lenders, the New Lender and Agent and their respective counsel, as applicable: (a) This Amendment duly executed by Borrower, each Lender and Agent; (b) An Amended and Restated Note, dated the Closing Date and otherwise appropriately completed, made payable to the New Lender, in the amount of the New Lender's Proportionate Share as of the first date (the “Second Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Required Lenders and the Administrative Agent):; (ac) The Administrative Agent shall have received a counterpart signature page A letter in the form of this Amendment ATTACHMENT B hereto appropriately completed and duly executed by each Obligor, the Administrative Agent and the Lenders constituting the Required Lenders.Guarantor; (bd) The Administrative Agent shall have received a certificate signed by a Responsible Officer A Certificate of each Obligor the Secretary of Borrower, dated the Second Amendment Effective Date, certifying that (i) certifying the Articles of Incorporation and Bylaws of Borrower, in the form delivered to Agent on the Closing Date, are in full force and effect and have not been amended, supplemented, revoked or repealed since such date and (ii) that attached thereto are true and correct copies of resolutions evidencing necessary corporate action on their part approving duly adopted by the Board of Directors of Borrower and authorizing continuing in effect, which authorize the execution, delivery and performance by Borrower of this Amendment and approving and authorizing the manner in which and by whom this Amendment are to be executed and delivered, and (ii) attaching signature and incumbency certificates consummation of the Responsible Officers of such Obligor executing this Amendment. (c) The Administrative Agent shall have received a certificate of statustransactions contemplated hereby, compliance, good standing or like certificate with respect to each Obligor issued by the appropriate government officials of the jurisdiction of its incorporation or amalgamation, as applicable. (d) The Administrative Agent shall have received a favourable opinion of Stikeman Elliott LLP, Canadian counsel to the Borrower, and S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP, United States counsel to the Borrower, in form and substance acceptable to the Administrative Agent and the Lenders, addressed to the Administrative Agentincluding without limitation, the Lenders and L▇▇▇▇▇▇’ Counselincrease in the Total Commitment; (e) The Administrative Agent shall have received a Notice of Borrowing prior to the Drawdown Date as required in Section 7.3 A Certificate of the Amended Secretary of each Domestic Subsidiary, dated the Second Amendment Effective Date, certifying that (i) the Articles of Incorporation and Bylaws of such Domestic Subsidiary, in the form delivered to Agent on the Closing Date or the First Amendment Effective Date (as applicable), are in full force and effect and have not been amended, supplemented, revoked or repealed since such date and (ii) that attached thereto are true and correct copies of resolutions duly adopted by the Board of Directors of such Domestic Subsidiary and continuing in effect, which authorize the execution, delivery and performance by such Domestic Subsidiary of the Credit AgreementDocuments executed or to be executed by such Subsidiary in connection with this Amendment and the consummation of the transactions contemplated hereby and thereby; (f) All fees required to be paid on A favorable written opinion of legal counsel for Borrower and the Domestic Subsidiaries, dated the Second Amendment Effective Date pursuant Date, addressed to that certain Fee LetterAgent for the benefit of Agent, dated as of December 19, 2022 (the “Fee Letter”), among the Canadian Borrower Existing Lenders and the Administrative New Lender, covering such legal matters as Agent may reasonably request and otherwise in form and substance satisfactory to Agent; and (g) On Such other evidence as Agent, any Existing Lender or the New Lender may reasonably request to establish the accuracy and as completeness of the Second Amendment Effective Date the representations and warranties of and the Obligors set forth compliance with the terms and conditions contained in SECTION 4 hereof shall be true this Amendment and correctthe other Credit Documents.

Second Amendment Effective Date. This Amendment shall become effective as of the first date (the “Second Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Required Lenders and the Administrative Agent): (a) The the Administrative Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed by Holdings, each ObligorBorrower, the Administrative Agent and the Lenders constituting the Required Lenders.each 2021 Incremental Term Loan Lender; (b) The the Administrative Agent (or its counsel) shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit B attached hereto, executed and delivered by a Responsible Officer of Lead Borrower, the Co-Borrower and each Guarantor; (c) the Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial funding of the 2021 Incremental Term Loans in all material respects in accordance with the terms of the Arkema Acquisition Agreement (without giving effect to any modifications, amendments or waivers that are materially adverse to the 2021 Incremental Term Loan Lenders or 2021 Incremental Term Loan Lead Arrangers (in each case, in their capacity as such)) without the consent of the 2021 Incremental Term Loan Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed); provided that (a) any amendment, waiver or consent that results in a change in the amount of consideration required to consummate the Acquisition shall be deemed not to be materially adverse to the 2021 Incremental Term Loan Lenders or the 2021 Incremental Term Loan Lead Arrangers so long as (i) any reduction shall be applied to reduce the principal amount of 2021 Incremental Term Loans provided pursuant to this Amendment and the 2021 Unsecured Notes on a pro rata basis and (ii) any increase is funded by the Borrowers’ cash on hand and (b) the granting of any consent under the Arkema Acquisition Agreement that is not materially adverse to the interests of the 2021 Incremental Term Loan Lenders or the 2021 Incremental Term Loan Lead Arrangers shall not otherwise constitute an amendment or waiver; (d) the Administrative Agent shall have received a certificate signed by a Responsible Officer of each Obligor Committed Loan Notice with respect to the 2021 Incremental Term Loans; (e) the Administrative Agent shall have received (i) either (x) a copy of the certificate or articles of incorporation, articles of association (statuts) or equivalent organizational document, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (where relevant) or by the Luxembourg Companies Register with respect to the Luxembourg Loan Parties or (y) confirmation from such Loan Party that there has been no change to such organizational documents since last delivered to the Administrative Agent, (ii) a certificate of the secretary, an authorized representative, assistant secretary or managing director (as applicable) of each Loan Party dated the Second Amendment Effective Date and certifying (A) that (x) attached thereto is a true and complete copy of the by-laws, articles of association or operating, management, partnership or similar agreement of such Loan Party as in effect on the Second Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below or (y) there has been no change to such governing documents since last delivered to the Administrative Agent, (B) that attached thereto are is a true and complete copy of resolutions evidencing necessary corporate action on their part approving and duly adopted by the board of directors or managers, general meeting of the shareholders or other equivalent governing body of such Loan Party authorizing the execution, delivery and performance of this Amendment and/or the Acknowledgment and approving Confirmation delivered pursuant to clause (b) above and authorizing that such resolutions have not been modified, rescinded or amended and are in full force and effect (as applicable), (C) that any attached certificate or articles of incorporation, equivalent organizational document, by-laws, operating, management, partnership or similar agreement of such Loan Party has not been amended (in the manner case of the articles of incorporation of each such Loan Party, since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (E) below), (D) as to the incumbency and specimen signature of each officer or authorised signatory executing this Amendment or any other document delivered in connection herewith on behalf of such Loan Party, (E) good standing certificates, business registration certificates or registrars (or, in each case, its equivalent) for each Loan Party from the jurisdiction in which it is organized (as applicable in the relevant jurisdiction except for the Luxembourg Loan Parties), each dated a recent date prior to the Second Amendment Effective Date; and (F) for Luxembourg Loan Parties (x) that each such Luxembourg Loan Party is not subject to nor, as applicable, does it meet or threaten to meet the criteria of bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de la faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally and no application has been made or is to be made by whom its manager or, as far as it is aware, by any other person for the appointment of a commissaire, juge-commissaire, liquidateur, curateur or similar officer pursuant to any voluntary or judicial insolvency, winding-up, liquidation or similar proceedings, (y) a certificate of non-inscription of judicial decision (certificat de non-inscription d’une décision judiciaire) in relation to the Luxembourg Loan Parties dated as no earlier than one Business Day prior to the date of this Amendment are obtained from the Luxembourg Companies Register and reflecting the situation no more than two Business Days prior to be executed and delivered, the date of this Amendment and (iiz) attaching signature and incumbency certificates an excerpt from the Luxembourg Companies Register pertaining to the Luxembourg Loan Parties dated no earlier than one Business Day prior to the date of this Amendment; (f) the Administrative Agent (or its counsel) shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officers Officer of such Obligor executing the Lead Borrower, certifying that the conditions precedent specified in clauses (c), (i) and (k) of this Amendment.Section 5 have been satisfied; (cg) The the Administrative Agent shall have received from the Lead Borrower a solvency certificate from the chief financial officer or chief accounting officer or other officer with equivalent duties of the Lead Borrower, in the form of Exhibit I to the Credit Agreement; (h) the Administrative Agent shall have received a certificate of status, compliance, good standing or like certificate with respect to each Obligor issued by the appropriate government officials of the jurisdiction of its incorporation or amalgamationcustomary opinion from (i) Ropes & Gr▇▇ ▇LP, as applicable. New York counsel for the Loan Parties, (dii) The Loyens & Loeff, as Luxembourg and Swiss counsel for the Loan Parties, (iii) NautaDutilh, as Luxembourg and Dutch counsel for the Administrative Agent shall have received a favourable opinion of Stikeman Elliott LLPAgent, Canadian counsel to the Borrower, and S▇(iv) Wi▇▇▇▇▇ ▇▇▇▇▇, as Irish counsel for the Administrative Agent and (v) Re▇▇ & B▇▇▇▇▇▇▇ LLP▇LP, United States as German, Singapore and Hong Kong counsel to for the BorrowerLoan Parties, in form and substance each case, reasonably acceptable to the Administrative Agent and dated the Lenders, addressed to the Administrative Agent, the Lenders and L▇▇▇▇▇▇’ CounselSecond Amendment Effective Date; (ei) The Administrative Agent the Specified Representations shall have received a Notice of Borrowing prior to the Drawdown Date be true and correct in all material respects as required in Section 7.3 of the Amended Credit AgreementSecond Amendment Effective Date; (j) no partial or total physical destruction of any of the Deer Park MMA Facility, Louisville PMMA Facility, Bristol PMMA Facility, Porto Marghera ACH Facility and Rho MMA/PMMA Facility has occurred after the Put Option Date (each, an “Affected Facility” and, collectively, the “Affected Facilities”) that would reasonably be expected as of the date of such occurrence to result in (i) the Expected Production Volume to fall below one-half (i.e. 50%) of the Historical Production Volume for a given Affected Facility, and (ii) the capital expenditures required to restore such Affected Facility to exceed fifty million (50,000,000) euros (a “Material Adverse Change”) unless such Material Adverse Change has been remedied by the Sellers before the Expiration Date in accordance with the provisions set forth in Section 3.1(a) of the Arkema Acquisition Agreement as in effect on December 14, 2020 (each of the capitalized terms used but not defined in this paragraph shall have the meaning assigned to such term in the Arkema Acquisition Agreement as in effect on December 14, 2020 or the Second Amended and Restated Commitment Letter, dated as of January 28, 2021, as applicable); (k) at the time of the Second Amendment Effective Date and immediately after giving effect to the incurrence of the 2021 Incremental Term Loans and the consummation of the Acquisition on such date, no Event of Default under Section 8.01(a) or (f) All of the Credit Agreement shall have occurred and be continuing or would result therefrom; (l) all fees and expenses required to be paid by (or on behalf of) the Borrowers to the Administrative Agent or any arranger with respect to the 2021 Incremental Term Loans on or before the Second Amendment Effective Date pursuant to that certain Fee Letterany written agreement with the Borrowers shall have been (or shall substantially contemporaneously be) paid in full in cash, dated in the case of expenses to the extent invoiced at least three Business Days prior to the Closing Date (except as of December 19, 2022 (otherwise agreed by the “Fee Letter”Borrowers), among the Canadian Borrower and the Administrative Agent; and (gm) On and as of the Administrative Agent shall have received, at least two Business Days prior to the Second Amendment Effective Date Date, all documentation and other information required about the representations Borrowers and warranties the Guarantors under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and a Beneficial Ownership Certification for any Borrower or Guarantor that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, that has been requested in writing at least 10 Business Days prior to the Second Amendment Effective Date. For purposes of determining whether the Obligors set forth conditions specified in SECTION 4 hereof this ‎Section 5 have been satisfied on the date hereof, by the funding of 2021 Incremental Term Loans, the Administrative Agent and each 2021 Incremental Term Loan Lender that has executed this Amendment shall be true and correctdeemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such 2021 Incremental Term Loan Lender, as the case may be.

Second Amendment Effective Date. This Amendment shall become effective as of the first date (the “Second Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Required Lenders and the Administrative Agent): (a) The Administrative Agent shall have received a counterpart signature page Each of this Amendment duly executed by each Obligor, the Administrative Agent and the Lenders constituting the Required Lenders. (b) The Administrative Agent shall have received a certificate signed by a Responsible Officer of each Obligor (i) certifying that attached thereto are resolutions evidencing necessary corporate action on their part approving and authorizing the execution, delivery and performance of this Amendment and approving and authorizing the manner in which and by whom this Amendment are to be executed and delivered, and (ii) attaching signature and incumbency certificates of the Responsible Officers of such Obligor executing this Amendment. (c) The Administrative Agent shall have received a certificate of status, compliance, good standing or like certificate with respect to each Obligor issued by the appropriate government officials of the jurisdiction of its incorporation or amalgamation, as applicable. (d) The Administrative Agent shall have received a favourable opinion of Stikeman Elliott LLP, Canadian counsel to the Borrower, and S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLPthe Equityholder, United States counsel to the Borrower, in form and substance acceptable to the Administrative Agent Seller and the LendersCollateral Manager hereby confirms, addressed to the Administrative Agent, the Lenders acknowledges and L▇▇▇▇▇▇’ Counsel; (e) The Administrative Agent shall have received a Notice of Borrowing prior to the Drawdown Date as required in Section 7.3 of the Amended Credit Agreement; (f) All fees required to be paid on the Second Amendment Effective Date pursuant to that certain Fee Letter, dated as of December 19, 2022 (the “Fee Letter”), among the Canadian Borrower and the Administrative Agent; and (g) On and agrees as of the Second Amendment Effective Date the representations and warranties that its obligations contained in each of the Obligors set forth Transaction Documents to which it is a party are, and shall continue, in SECTION 4 hereof full force and effect and are hereby ratified and confirmed in all respects, except that, on and after the Second Amendment Effective Date, each reference in the Transaction Documents to “the Loan and Security Agreement”, “thereunder”, “thereof” or words of like import shall mean and be true a reference to this Agreement as amended and correctrestated on the Second Amendment Effective Date and each reference in the Transaction Documents to “the Securities Account Control Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Securities Account Control Agreement as amended and restated as of the Second Amendment Effective Date. Each of the Borrower, the Equityholder, the Seller and the Collateral Manager acknowledges that it expects to receive substantial direct and indirect benefits as a result of the amendments made to the Agreement as of the Second Amendment Effective Date and the transactions contemplated hereby and (x) reaffirms its obligations under this Agreement and each other Transaction Document to which it is a party, (y) reaffirms all Liens on the Collateral which have been granted by it in favor of the Administrative Agent pursuant to the Transaction Documents and (z) acknowledges and agrees that the grants of security interests by and the guarantees of the Borrower, the Equityholder, the Seller and the Collateral Manager, as applicable, contained in the Transaction Documents are, and shall remain, in full force and effect immediately after giving effect to the amendments made to this Agreement as of the Second Amendment Effective Date. This Agreement constitute a “Transaction Document” for all purposes of the Loan and Security Agreement, the Securities Account Control Agreement and the other Transaction Documents.

Second Amendment Effective Date. This Amendment shall become effective as of the first date (the “Second Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by in accordance with Section 9.02 of the Required Lenders and the Administrative AgentCredit Agreement): (a) The the Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each ObligorHoldings, U.S. HoldCo 1, U.S. HoldCo 2, the Borrower, the Administrative Agent and the Lenders constituting who shall constitute the Required Lenders.; (b) The Administrative Agent shall have received a certificate signed by a Responsible Officer of each Obligor (i) certifying that attached thereto are resolutions evidencing necessary corporate action on their part approving all fees and authorizing the execution, delivery and performance of this Amendment and approving and authorizing the manner in which and by whom this Amendment are expenses required to be executed and delivered, and paid by (iior on behalf of) attaching signature and incumbency certificates of the Responsible Officers of such Obligor executing this Amendment. (c) The Administrative Agent shall have received a certificate of status, compliance, good standing or like certificate with respect to each Obligor issued by the appropriate government officials of the jurisdiction of its incorporation or amalgamation, as applicable. (d) The Administrative Agent shall have received a favourable opinion of Stikeman Elliott LLP, Canadian counsel to the Borrower, and S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP, United States counsel to the Borrower, in form and substance acceptable Borrower to the Administrative Agent and or any arranger pursuant to any fee letter with the Lenders, addressed to the Administrative Agent, the Lenders and L▇▇▇▇▇▇’ Counsel; (e) The Administrative Agent shall have received a Notice of Borrowing prior to the Drawdown Date as required in Section 7.3 of the Amended Credit Agreement; (f) All fees required to be paid Borrower on or before the Second Amendment Effective Date pursuant shall have been (or shall substantially contemporaneously be) paid in full in cash (and in the case of expenses, to that certain Fee Letter, dated as of December 19, 2022 (the “Fee Letter”extent invoiced at least three Business Days prior to the Second Amendment Effective Date or such shorter period agreed by the Borrower in its sole discretion), among the Canadian Borrower and the Administrative Agent; and; (gc) On the representations and warranties of each Loan Party set forth herein and in the Loan Documents shall be true and correct in all material respects on and as of the Second Amendment Effective Date Date; provided that, to the extent that such representations and warranties of the Obligors set forth in SECTION 4 hereof specifically refer to an earlier date, they shall be true and correctcorrect in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects, taking into account such materiality or reference to Material Adverse Effect, on the Second Amendment Effective Date or on such earlier date, as the case may be; (d) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing; and (e) the Administrative Agent shall have received a certificate, dated the Second Amendment Effective Date and signed by a Financial Officer or the President or a Vice President of the Borrower, confirming compliance with the conditions set forth in paragraphs (c) and (d) of this Section 4.

Second Amendment Effective Date. This Amendment shall become effective as of the first date (the “Second Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Required Lenders and the Administrative Agent): (a) The the Administrative Agent (or its counsel) shall have received (x) a counterpart signature page of this Amendment duly executed by Holdings, the Borrower and each ObligorLoan Party, the Administrative Agent and each 2018 Refinancing Term Loan Lender and (y) from each Converting Lender, a Converting Lender Consent substantially in the Lenders constituting form of Exhibit B hereto (the Required Lenders.“Converting Lender Consent”) (in each case, including by way of facsimile or other electronic transmission); (b) The the Administrative Agent (or its counsel) shall have received a certificate signed by a Responsible Officer of each Obligor Loan Party referred to in clause (a), in substantially the form delivered on the Closing Date (i) certifying that the articles of formation (or equivalent document) of such Loan Party, certified by the appropriate Governmental Authority of the state of formation of such Loan Party, and the operating agreement (or equivalent document) of such Loan Party, either (A) has not been amended since the Closing Date or (B) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and certified as true and complete as of a recent date by the appropriate Governmental Authority of the state of formation of such Loan Party, (ii) certifying that attached thereto are the resolutions evidencing necessary corporate action on their part of the board of directors or other comparable managing body of such Loan Party approving the Amendment, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a Responsible Officer of such Loan Party as of the executionSecond Amendment Effective Date to be true and correct and in force and effect as of such date, delivery (iii) certifying as to the incumbency and performance genuineness of the signatures of the officers or other authorized signatories of such Loan Party executing this Amendment and approving and authorizing the manner in which and by whom this Amendment are to be executed and delivered, and (iiiv) attaching signature and incumbency the good standing certificates described in clause (d) of the Responsible Officers of such Obligor executing this Amendment.Section 5; (c) The to the extent requested by the Administrative Agent, the Administrative Agent (or its counsel) shall have received received, on behalf of itself and the Lenders and each Issuing Bank on the Second Amendment Effective Date, a certificate of status, compliance, good standing or like certificate with respect to each Obligor issued by the appropriate government officials of the jurisdiction of its incorporation or amalgamation, as applicable. (d) The Administrative Agent shall have received a favourable customary written opinion of Stikeman Elliott LLP, Canadian counsel to the Borrower, and S▇(i) ▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇▇ LLP, United States in its capacity as special New York counsel for Holdings, the Borrower and the Subsidiary Guarantors, (ii) DLA Piper LLP in its capacity as special Delaware counsel for Holdings, the Borrower and the Subsidiary Guarantors and (iii) DLA Piper LLP in its capacity as special Virginia counsel for Holdings, the Borrower and the Subsidiary Guarantors; (d) to the Borrower, in form and substance acceptable to the Administrative Agent and the Lenders, addressed to extent requested by the Administrative Agent, the Lenders and L▇▇▇▇▇▇’ Counsel; (e) The Administrative Agent shall have received a Notice certificate of Borrowing good standing (to the extent such concept exists in the relevant jurisdiction) with respect to such Loan Parties referred to in clause (a) (above) certified as of a recent date by the appropriate Governmental Authority of the state of formation; (e) to the extent requested by the Administrative Agent, the Administrative Agent shall have received all documentation and other information, at least two Business Days prior to the Drawdown Date as Second Amendment Effective Date, required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act (in Section 7.3 of each case to the Amended Credit Agreementextent so requested no less than ten Business Days prior to the Second Amendment Effective Date); (f) All to the extent requested by the Administrative Agent in writing not less than five (5) days prior to the Second Amendment Effective Date, to the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), the Lender shall have received a Beneficial Ownership Certification in relation to the Borrower (a “Beneficial Ownership Certification”) (provided that, upon the execution and delivery by any Lender of its signature page to this Amendment, the condition set forth in this clause (f) shall be deemed to be satisfied) (g) all fees and expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent (including pursuant to Section 9.03 of the Existing Credit Agreement and pursuant to Section 7 hereof) or any arranger pursuant to any applicable engagement letter with the Borrower on or before the Second Amendment Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (and in the case of expenses, to the extent invoiced at least three Business Days prior to the Second Amendment Effective Date); (h) the Administrative Agent shall have received (a) a notice of prepayment of the Existing Term Loans and (b) a Borrowing Request in respect of the 2018 Refinancing Term Loans to be made on the Second Amendment Effective Date pursuant to that certain Fee Letter, dated as of December 19, 2022 (the “Fee Letter”), among the Canadian Borrower and the Administrative AgentDate; and (i) no Event of Default under Sections 7.01(a), (f) or (g) On and as of the Second Amendment Effective Date Amended Credit Agreement shall exist immediately prior to or after giving effect to the representations effectiveness of this Amendment. For purposes of determining whether the conditions specified in this Section 5 have been satisfied on the date hereof, by the funding of or converting to, as applicable, 2018 Refinancing Term Loans, the Administrative Agent and warranties of each 2018 Refinancing Term Loan Lender that has executed this Agreement (or an Assignment and Assumption on the Obligors set forth in SECTION 4 hereof date hereof; or the applicable Converting Lender Consent on or prior to the date hereof) shall be true and correctdeemed to have consented to, waived, approved or accepted, or to be satisfied with, each document or other matter required hereunder.