Common use of Canadian Anti-Money Laundering Legislation Clause in Contracts

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party or any prospective assignee or participant of a Secured Party, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured Party, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so

Canadian Anti-Money Laundering Legislation. (a) Each The Loan Party acknowledges Parties acknowledge that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties and Parties, their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each The Loan Party Parties shall promptly provide all such informationinformation in their possession, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lenders, or any prospective assignee or participant of a Secured PartyLender, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the any Loan Parties Party for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party and the Administrative Agent and each other Lender within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. . (c) Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of the any Loan Parties Party or any authorized signatories of the any Loan Parties Party on behalf of any LenderCredit Party, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party Borrower acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Lender Parties may be required to obtain, verify and record information regarding the Loan Parties Borrowers and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan PartiesBorrowers, and the transactions contemplated hereby. Each Loan Party Borrower shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Lender Party or any prospective assignee or participant of a Secured PartyLender, any Issuing Bank or any Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Canadian Administrative Agent has ascertained the identity of any Loan Party Borrower or any authorized signatories of the Loan Parties Borrower for the purposes of applicable AML Legislation, then the Canadian Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured Lender Party, and this Agreement shall constitute a “written agreement” in such regard between each Secured Lender Party and the Canadian Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Lender Party copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders Lender Parties agrees that neither the Canadian Administrative Agent nor any other Agent has no any obligation to ascertain the identity of the Loan Parties Borrowers or any authorized signatories of the Loan Parties Borrowers on behalf of any LenderLender Party, or to confirm the completeness or accuracy of any information it obtains from any Loan Party Borrower or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (ai) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act (Money Laundering) and Terrorist Financing Act, S.C. 2000, c.17 and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Administrative Agent and the Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by the Administrative Agent, any Secured Party Lender, any Issuer or any of their respective prospective assignee assignees or participant of a Secured Partyparticipants, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (bii) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the any Loan Parties Party for the purposes of applicable AML Legislation, then the Administrative Agent: (iA) shall be deemed to have done so as an agent for itself, each Secured PartyLender and each Issuer, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender, each Issuer and the Administrative Agent within the meaning of the applicable AML Legislation; and (iiB) shall provide to each Secured Party Lender and each Issuer copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders and each of the Issuers agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lenderof the Lenders or any of the Issuers, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a1) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable Canadian anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender or any Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b2) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (ia) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (iib) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent nor any other Agent has no any obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, the Administrative Agent or any Issuing Bank, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent nor any other Agent has no any obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party Obligor acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties Obligors and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan PartiesObligors, and the transactions contemplated hereby. Each Loan Party Obligor shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, any Issuing Bank or any Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party Obligor or any authorized signatories of the Loan Parties Obligors for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent nor any other Agent has no any obligation to ascertain the identity of the Loan Parties Obligors or any authorized signatories of the Loan Parties Obligors on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party Obligor or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “Canadian AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, any Issuing Bank or the Administrative Agent, in order to comply with any applicable Canadian AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable Canadian AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable Canadian AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. . (iii) Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent nor any other the Administrative Agent has no any obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each of the Canadian Loan Party Parties acknowledges that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws laws, whether within Canada or elsewhere (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Applicable Agent and the Lenders may be required to obtain, verify and record information regarding the such Canadian Loan Parties and their respective Party, its directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the such Canadian Loan PartiesParty, and the transactions contemplated hereby. Each of the Canadian Loan Party Parties shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or the Applicable Agent, or any prospective assignee assign or participant of a Secured PartyLender or the Applicable Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Applicable Agent has ascertained the identity of any Canadian Loan Party or any authorized signatories of the such Canadian Loan Parties Party for the purposes of applicable AML Legislation, then the Administrative Applicable Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative such Applicable Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Administrative Applicable Agent has no obligation to ascertain the identity of the any Canadian Loan Parties Party or any authorized signatories of the such Canadian Loan Parties Party on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any such Canadian Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each The Loan Party acknowledges Parties acknowledge that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable Canadian anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Credit Parties may be required to obtain, verify and record information regarding the Loan Parties and Parties, their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each The Loan Party Parties shall promptly provide all such informationinformation in their possession, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Credit Parties, or any prospective assignee or participant of a Secured Credit Party, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the any Loan Parties Party for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured Credit Party, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party and the Administrative Agent and each other Credit Party within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Credit Party copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders Credit Parties agrees that the Administrative Agent has no obligation to ascertain the identity of the any Loan Parties Party or any authorized signatories of the any Loan Parties Party on behalf of any LenderCredit Party, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, any Issuing Bank or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) . If the Administrative Agent has ascertained obtained any such information relating to the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured Party, Lender and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent nor any other Agent has no any obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lenderany, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party Borrower acknowledges that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders, the Issuing Banks and the Agents may be required to obtain, verify and record information regarding the Loan Parties Borrowers and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan PartiesBorrowers, and the transactions contemplated hereby. Each Loan Party Borrower shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender, any Issuing Bank or any Agent, or any prospective assignee or participant of a Secured PartyLender, any Issuing Bank or any Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Canadian Administrative Agent has ascertained the identity of any Loan Party Borrower or any authorized signatories of the Loan Parties Borrower for the purposes of applicable AML Legislation, then the Canadian Administrative Agent: (i) shall Shall be deemed to have done so as an agent for each Secured PartyLender and each Issuing Bank, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender, each Issuing Bank and the Canadian Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall Shall provide to each Secured Party Lender and each Issuing Bank copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders and each of the Issuing Banks agrees that neither the Canadian Administrative Agent nor any other Agent has no any obligation to ascertain the identity of the Loan Parties Borrowers or any authorized signatories of the Loan Parties Borrowers on behalf of any LenderLender or any Issuing Bank, or to confirm the completeness or accuracy of any information it obtains from any Loan Party Borrower or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Credit Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable Canadian anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Credit Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Credit Parties, and the transactions contemplated hereby. Each Loan Credit Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, any Issuing Bank or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Credit Party or any authorized signatories of the Loan Credit Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent nor any other agent has no any obligation to ascertain the identity of the Loan Credit Parties or any authorized signatories of the Loan Credit Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Credit Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Credit Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Credit Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Credit Parties, and the transactions contemplated hereby. Each Loan Credit Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, the Issuing Bank or the Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Credit Party or any authorized signatories of the Loan Credit Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Credit Parties or any authorized signatories of the Loan Credit Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Credit Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Revolving Credit Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Revolving Credit Lender or any prospective assignee or participant of a Secured PartyRevolving Credit Lender, any L/C Issuer or any Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyRevolving Credit Lender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Revolving Credit Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Revolving Credit Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Revolving Credit Lenders agrees that neither the Administrative Agent nor any other Agent has no any obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Revolving Credit Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act Canadian Anti-Money Laundering Legislation and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a1) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable Canadian anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party or any prospective assignee or participant of a Secured Party, any Issuing Bank or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b2) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the any Loan Parties Party for the purposes of applicable AML Legislation, then the Administrative Agent: (ia) shall be deemed to have done so as an agent for each Secured Party, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party and the Administrative Agent within the meaning of the applicable AML Legislation; and; (iib) shall provide to each Secured Party copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. ; and (c) Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders Secured Parties agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any LenderSecured Party, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party Intermediate Holdings acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws in each relevant jurisdiction (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding Holdings, Intermediate Holdings, the Loan Parties and Borrowers, their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Related Parties, any Parent Entity, the Transactions and the any other transactions contemplated hereby. Each Loan Party Intermediate Holdings shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender, any Issuing Bank or any prospective assignee or participant of a Secured PartyAgent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party Borrower or any authorized signatories of the Loan Parties Borrower for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. . (c) Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent nor any other Agent has no any obligation to ascertain the identity of the Loan Parties Borrowers or any authorized signatories of the Loan Parties Borrowers on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party Borrower or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party Borrower acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Lender Parties may be required to obtain, verify and record information regarding the Loan Parties Borrowers and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan PartiesBorrowers, and the transactions contemplated hereby. Each Loan Party Borrower shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Lender Party or any prospective assignee or participant Participant of a Secured PartyLender, any Issuing Bank or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party Borrower or any authorized signatories of the Loan Parties Borrower for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured Lender Party, and this Agreement shall constitute a “written agreement” in such regard between each Secured Lender Party and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Lender Party copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders Lender Parties agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties Borrowers or any authorized signatories of the Loan Parties Borrowers on behalf of any LenderLender Party, or to confirm the completeness or accuracy of any information it obtains from any Loan Party Borrower or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party Borrower acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws in each relevant jurisdiction (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties Borrowers and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan PartiesBorrowers, and the transactions contemplated hereby. Each Loan Party Borrower shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, any Issuing Bank or any Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party Borrower or any authorized signatories of the Loan Parties Borrower for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties Borrowers or any authorized signatories of the Loan Parties Borrowers on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party Borrower or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant Lender that is subject to the requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and (Canada) or other applicable Canadian anti-money laundering, anti-terrorist financing, government sanction financing and “know your client” laws (collectively, including any guidelines or orders thereunder, the “AML Legislation”)) hereby notifies the Canadian Loan Parties that pursuant to the requirements of the AML Legislation, the Secured Parties may be it is required to obtain, verify and record information regarding the each Canadian Loan Parties and their respective Party, its directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the each Canadian Loan PartiesParty, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party or any prospective assignee or participant of a Secured Party, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Canadian Loan Party or any authorized signatories of the any Canadian Loan Parties Party for the purposes of applicable any AML Legislation, then the Administrative Agent: (i) it shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) it shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of the each Canadian Loan Parties Party or any authorized signatories of the each Canadian Loan Parties Party on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any each Canadian Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act Canadian Anti-Money Laundering Legislation and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender or any Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent nor any other Agent has no any obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party The Borrower acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “"know your client” " laws (collectively, including any guidelines or orders thereunder, “"AML Legislation”"), the Secured Parties may be required to obtain, verify and record information regarding the Loan Parties Borrower and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan PartiesBorrower, and the transactions contemplated hereby. Each Loan Party The Borrower shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party or any prospective assignee or participant of a Secured PartyParty or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party the Borrower or any authorized signatories of the Loan Parties Borrower for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured Party, and this Agreement shall constitute a “"written agreement” " in such regard between each Secured Party and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders Secured Parties agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties Borrower or any of its authorized signatories of the Loan Parties on behalf of any LenderSecured Party, or to confirm the completeness or accuracy of any information it obtains from any Loan Party the Borrower or any such of its authorized signatory signatories in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws laws, in each case in any jurisdiction in which any Loan Party or any of its Subsidiaries is located or is doing material business (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent nor any other Agent has no any obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party Borrower acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Lender Parties may be required to obtain, verify and record information regarding the Loan Parties Borrowers and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan PartiesBorrowers, and the transactions contemplated hereby. Each Loan Party Borrower shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Lender Party or any prospective assignee or participant Participant of a Secured PartyLender, any Issuing Bank or any Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Canadian Administrative Agent has ascertained the identity of any Loan Party Borrower or any authorized signatories of the Loan Parties Borrower for the purposes of applicable AML Legislation, then the Canadian Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured Lender Party, and this Agreement shall constitute a “written agreement” in such regard between each Secured Lender Party and the Canadian Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Lender Party copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders Lender Parties agrees that neither the Canadian Administrative Agent nor any other Agent has no any obligation to ascertain the identity of the Loan Parties Borrowers or any authorized signatories of the Loan Parties Borrowers on behalf of any LenderLender Party, or to confirm the completeness or accuracy of any information it obtains from any Loan Party Borrower or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws laws, in each case in other jurisdictions in any jurisdiction in which any Loan Party or any of its Subsidiaries is located or is doing material business (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, the Administrative Agent or any Issuing Bank, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent: : (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent nor any other Agent has no any obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, the L/C Issuer, or the Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party Obligor acknowledges that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Criminal Code (Canada) and the United Nations Act (Canada), including the Regulations Implementing the United Nations Rsolutions on the Suppression of Terrorism (Canada) and the United Nations Al-Qaida and Taliban Regulations (Canada) promulgated under the United Nations Act (Canada), and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws laws, policies, regulations, or rules (collectively, including any rules, regulations, directives, guidelines or orders thereunder, “AML Legislation”), ) the Secured Parties Lenders and the Administrative Agent may be required to obtain, verify and record information regarding the Loan Parties and their respective each Obligor, its directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Partieseach Obligor, and the transactions contemplated hereby. Each Loan Party Obligor shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or the Administrative Agent, or any prospective assignee assign or participant of a Secured PartyLender or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) . If the Administrative Agent has ascertained the identity of any Loan Party Obligor or any authorized signatories of the Loan Parties any Obligor for the purposes of applicable AML Legislation, then the Administrative Agent: (ia) shall be deemed to have done so as an agent for each Secured Party, Lender and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (iib) shall provide to each Secured Party the Lenders, copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders Lender agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties Obligors or any authorized signatories of the Loan Parties Obligors on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party Obligor or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party Obligor acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties Obligors and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan PartiesObligors, and the transactions contemplated hereby. Each Loan Party Obligor shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender or any Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party Obligor or any authorized signatories of the Loan Parties Obligors for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent nor any other Agent has no any obligation to ascertain the identity of the Loan Parties Obligors or any authorized signatories of the Loan Parties Obligors on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party Obligor or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “Canadian AML Legislation”)Laws, the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, any issuer of letters of credit hereunder or any Agent, in order to comply with any applicable Canadian AML LegislationLaws, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the any Loan Parties Party for the purposes of applicable Canadian AML LegislationLaws, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured Party, Lender and this Agreement shall constitute a “written agreement” in such regard between each Secured Party such Lender and the Administrative Agent within the meaning of the applicable Canadian AML LegislationLaws; and (ii) shall provide to each Secured Party such Lender, copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders Xxxxxx agrees that the Administrative Agent has no obligation to ascertain the identity of the any Loan Parties Party or any authorized signatories of the a Loan Parties Party on behalf of any other Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, the L/C Issuer, or the Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so. (c) None of the Loan Parties shall, nor shall they permit any of their Subsidiaries to (i) become a person whose property or interests in property are blocked or subject to blocking pursuant to any AML Legislation, (ii) engage in any dealings or transactions prohibited by AML Legislation, or be otherwise associated with any such person in any manner violative of AML Legislation, or (iii) otherwise become a person on OFAC’s list of Specially Designated Nationals and Blocked Persons or a similar list under AML Legislation or be subject to any Sanctions.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party The Borrower acknowledges that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable Canadian anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders, the Issuing Bank and the Administrative Agent may be required to obtain, verify and record information regarding the Loan Parties Borrower and their respective its directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan PartiesBorrower, and the transactions contemplated herebyhereby and in that regard, without limiting the generality of the foregoing, may require that the authorized signing officers of each of the relevant Loan Parties who will be signing this Agreement, and other Loan Documents (each, a “signatory”) shall have made themselves available to the Administrative Agent in person, and shall have produced to the Administrative Agent a minimum of two unexpired identification documents (at least one of which must be a birth certificate, driver’s license, passport, provincial health insurance card, if permitted by the applicable provincial law, or other government-issued document) and permitted examination and the making of copies of same with a view to the Administrative Agent gathering the full names of, and the dates of birth of each such signatory, the type of identification document examined, the reference numbers of each of the identification documents examined (collectively, the “Personal Information”) and such Personal Information (together with photocopies of each identification document examined) shall have been provided to the Administrative Agent on or prior to the closing date. Each Loan Party The Borrower shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender, the Issuing Bank or the Administrative Agent, or any prospective assignee or participant of a Secured PartyLender, the Issuing Bank or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party the Borrower or any authorized signatories of the Loan Parties Borrower for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender and the Issuing Bank (and to hold on behalf of the Lenders and the Issuing Bank for their review upon reasonable request from time to time), and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender, the Issuing Bank and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender and the Issuing Bank copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders and the Issuing Bank agrees that the Administrative Agent has no does not have any obligation to ascertain the identity of the Loan Parties Borrower or any authorized signatories of the Loan Parties Borrower on behalf of any LenderLender or the Issuing Bank, or to confirm the completeness or accuracy of any information it obtains from any Loan Party the Borrower or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party Obligor acknowledges that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Criminal Code (Canada) and the United Nations Act (Canada), including the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (Canada) and the United Nations Al-Qaida and Taliban Regulations (Canada) promulgated under the United Nations Act (Canada), and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws laws, policies, regulations, or rules (collectively, including any rules, regulations, directives, guidelines or orders thereunder, “AML Legislation”), ) the Secured Parties Lenders and the Administrative Agent may be required to obtain, verify and record information regarding the Loan Parties and their respective each Obligor, its directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Partieseach Obligor, and the transactions contemplated hereby. Each Loan Party Obligor shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or the Administrative Agent, or any prospective assignee assign or participant of a Secured PartyLender or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) . If the Administrative Agent has ascertained the identity of any Loan Party Obligor or any authorized signatories of the Loan Parties any Obligor for the purposes of applicable AML Legislation, then the Administrative Agent: (ia) shall be deemed to have done so as an agent for each Secured Party, Lender and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (iib) shall provide to each Secured Party the Lenders, copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders Lxxxxx agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties Obligors or any authorized signatories of the Loan Parties Obligors on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party Obligor or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Credit Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Credit Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Credit Parties, and the transactions contemplated hereby. Each Loan Credit Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, any Issuing Lender or any Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Credit Party or any authorized signatories of the Loan Credit Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent nor any other Agent has no any obligation to ascertain the identity of the Loan Credit Parties or any authorized signatories of the Loan Credit Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Credit Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Credit Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Credit Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Credit Parties, and the transactions contemplated hereby. Each Loan Credit Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, the Issuing Bank or any Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent or Canadian Agent has ascertained the identity of any Loan Credit Party or any authorized signatories of the Loan Credit Parties for the purposes of applicable AML Legislation, then the Administrative Agent or Canadian Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent and/or Canadian Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent nor any other Agent has no any obligation to ascertain the identity of the Loan Credit Parties or any authorized signatories of the Loan Credit Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Credit Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party Borrower and Guarantor acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties Borrowers and Guarantors and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan PartiesBorrowers and Guarantors, and the transactions contemplated hereby. Each Loan Party Borrower and Guarantor shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, any Issuing Bank or any Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party Borrower and Guarantor or any authorized signatories of the Loan Parties Borrowers and Guarantors for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent has no any obligation to ascertain the identity of the Loan Parties Borrowers and Guarantors or any authorized signatories of the Loan Parties Borrowers and Guarantors on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party Borrower and Guarantor or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Credit Party acknowledges that, pursuant to the Proceeds of Crime Money Laundering and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws, under the laws of Canada (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Agent and Lenders may be required to obtain, verify and record information regarding the Loan Parties and their each Credit Party, its respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Partiessuch Credit Party, and the transactions contemplated hereby. Each Loan Party Borrowing Agent shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or Agent, or any prospective assignee assign or participant of a Secured PartyLender or Agent, necessary in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) . If the Administrative Agent has ascertained the identity of any Loan Credit Party or any authorized signatories of the Loan Parties any Credit Party for the purposes of applicable AML Legislation, then the Administrative Agent: (ia) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (iib) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence provisions of this Section and except as may otherwise be agreed in writing, each of the Lenders Lender agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Credit Parties or any authorized signatories of the Loan Credit Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party the Credit Parties or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party Borrower acknowledges that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable Canadian anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders, the Issuing Bank and the Administrative Agents may be required to obtain, verify and record information regarding the Loan Parties Borrowers and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan PartiesBorrowers, and the transactions contemplated herebyhereby and in that regard, without limiting the generality of the foregoing, may require that the authorized signing officers of each of the relevant Loan Parties who will be signing this Agreement, and other Loan Documents (each, a “signatory”) shall have made themselves available to the Canadian Administrative Agent in person, and shall have produced to the Canadian Administrative Agent a minimum of two unexpired identification documents (at least one of which must be a birth certificate, driver’s license, passport, provincial health insurance card, if permitted by the applicable provincial law, or other government-issued document) and permitted examination and the making of copies of same with a view to the Canadian Administrative Agent gathering the full names of, and the dates of birth of each such signatory, the type of identification document examined, the reference numbers of each of the identification documents examined (collectively, the “Personal Information”) and such Personal Information (together with photocopies of each identification document examined) shall have been provided to the Canadian Administrative Agent on or prior to the closing date. Each Loan Party Borrower shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender, the Issuing Bank or any Administrative Agent, or any prospective assignee or participant of a Secured PartyLender, the Issuing Bank or any Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Canadian Administrative Agent has ascertained the identity of any Loan Party Borrower or any authorized signatories of the Loan Parties any Borrower for the purposes of applicable AML Legislation, then the Canadian Administrative Agent: (i) shall Shall be deemed to have done so as an agent for each Secured PartyLender and the Issuing Bank (and to hold on behalf of the Lenders and the Issuing Bank for their review upon reasonable request from time to time), and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender, the Issuing Bank and the Canadian Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall Shall provide to each Secured Party Lender and the Issuing Bank copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders and the Issuing Bank agrees that neither the Canadian Administrative Agent nor any other Administrative Agent has no any obligation to ascertain the identity of the Loan Parties Borrowers or any authorized signatories of the Loan Parties Borrowers on behalf of any LenderLender or the Issuing Bank, or to confirm the completeness or accuracy of any information it obtains from any Loan Party Borrower or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party Holdings acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws in each relevant jurisdiction (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding Holdings, Intermediate Holdings, the Loan Parties and Borrowers, their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Related Parties, any Parent Entity, the Transactions and the any other transactions contemplated hereby. Each Loan Party Holdings shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyAgent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party Borrower or any authorized signatories of the Loan Parties Borrower for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (iii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. . (c) Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent nor any other Agent has no any obligation to ascertain the identity of the Loan Parties Borrowers or any authorized signatories of the Loan Parties Borrowers on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party Borrower or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws laws, in each case in any jurisdiction in which any Loan Party or any of its Subsidiaries is located or is doing material business (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent: : (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent nor any other Agent has no any obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges The Borrowers acknowledge that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws laws, whether within Canada or elsewhere (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Agent and the Lenders may be required to obtain, verify and record information regarding the Loan Parties Borrowers, their Affiliates and the Restricted Subsidiaries and their respective directors, authorized signing officers, direct or indirect shareholders shareholders, partners or other Persons persons in control of the Loan PartiesBorrowers, their Affiliates and the Restricted Subsidiaries and the transactions contemplated hereby. Each Loan Party The Borrowers shall, and shall cause their Affiliates and Restricted Subsidiaries to promptly provide all such information, including any supporting documentation and other evidence, as may be reasonably requested by the Agent or any Secured Party Lender, or any prospective assignee or participant of a Secured PartyLender or the Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party Borrower, Affiliate of a Borrower or a Restricted Subsidiary, or any authorized signatories of the Loan Parties any Borrower, Affiliate of a Borrower or a Restricted Subsidiary, for the purposes of applicable AML Legislation, then the Administrative AgentAgent shall: (i1) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii2) shall provide to each Secured Party Lender with copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties any Borrower, Affiliate of a Borrower or a Restricted Subsidiary, or any authorized signatories of the Loan Parties any Borrower, Affiliate of a Borrower or a Restricted Subsidiary, on behalf of any Lender, Lender or to confirm the completeness or accuracy of any information it that the Agent obtains from any Loan Party Borrower, Affiliate of a Borrower or a Restricted Subsidiary, or any such authorized signatory signatory, in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party or any prospective assignee or participant of a Secured Party, any Issuing Bank or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the any Loan Parties Party for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured Party, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. . (c) Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders Secured Parties agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any LenderSecured Party, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Credit Party acknowledges that, pursuant to the Proceeds of Crime Act Anti-Terrorism Laws and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws Laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Credit Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Credit Parties, and the transactions contemplated hereby. Each Loan Credit Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender or Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Credit Party or any authorized signatories of the Loan Credit Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Administrative neither Agent nor any other agent has no any obligation to ascertain the identity of the Loan Credit Parties or any authorized signatories of the Loan Credit Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Credit Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (ai) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, any Issuing Bank or any Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (bii) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (iA) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (iiB) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent nor any other Agent has no any obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, any Issuing Bank or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) . If the Administrative Agent has ascertained 007751-0138-14324-Active.18437309 #86412664v10 obtained any such information relating to the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured Party, Lender and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent nor any other Agent has no any obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lenderany, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Credit Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable Canadian anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Credit Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Credit Parties, and the transactions contemplated hereby. Each Loan Credit Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, any Issuing Lender or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Credit Party or any authorized signatories of the Loan Credit Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent nor any other agent has no any obligation to ascertain the identity of the Loan Credit Parties or any authorized signatories of the Loan Credit Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Credit Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act Canadian Anti-Money Laundering Legislation and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (ba) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act Canadian Anti-Money Laundering & Anti-Terrorism Legislation and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, any Issuing Bank or any Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent nor any other Agent has no any obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act (Money Laundering) and Terrorist Financing Act, S.C. 2000, c.17 and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Agent and the Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by the Agent, any Secured Party Lender, any Issuer or any of their respective prospective assignee assignees or participant of a Secured Partyparticipants, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the any Loan Parties Party for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for itself, each Secured PartyLender and each Issuer, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender, each Issuer and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender and each Issuer copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders and each of the Issuers agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lenderof the Lenders or any of the Issuers, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so. 50. Schedules 1.1, 1.1(S)(2), 1.2, 4.4, 5.2(a), 5.2(b), 5.4, 5.6, 5.8(b)(i), 5.8(b)(ii), 5.8(d), 5.9, 5.14, 5.24, 5.27 and 7.3 to the Credit Agreement are hereby deleted in their entirety and replaced by Schedules 1.1, 1.1(S)(2), 1.2, 4.4, 5.2(a), 5.2(b), 5.4, 5.6, 5.8(b)(i), 5.8(b)(ii), 5.8(d), 5.9, 5.14, 5.24, 5.27 and 7.3, respectively, to the Credit Agreement attached hereto and made a part hereof as Exhibit B. Exhibit A to the Pledge Agreement granted by Ampco UES is hereby deleted in its entirety and replaced by Exhibit A to the Pledge Agreement granted by Ampco UES delivered in connection herewith. 51. The provisions of Sections 2 through 50 of this Second Amendment shall not become effective until the Agent shall have received: (a) this Second Amendment, duly executed by the Borrowers, the Guarantors, the Required Lenders and the Agent; (b) the documents and conditions listed in the Preliminary Closing Agenda and the List of Canadian Matters for Closing each attached hereto and made a part hereof as Exhibit A; (c) payment of all fees and expenses owed to the Agent, and the Agent’s counsel in connection with this Second Amendment and the Credit Agreement (including, without limitation, any such fees and expenses payable pursuant to any fee letter entered into between the Borrowers and the Agent in connection herewith); and (d) such other documents in connection with such transactions as the Agent or said counsel may reasonably request. 52. Each Loan Party hereby reconfirms and reaffirms all representations and warranties, agreements and covenants made by it pursuant to the terms and conditions of the Credit Agreement, except as such representations and warranties, agreements and covenants may have heretofore been amended, modified or waived in writing in accordance with the Credit Agreement, and except any such representations or warranties made as of a specific date or time, which shall have been true and correct in all material respects as of such date or time. 53. Each Loan Party acknowledges and agrees that each and every document, instrument or agreement, which secured the Obligations immediately prior to the entering into of this Second Amendment, continues to secure the Obligations, as amended from time to time, including, without limitation, by way of this Second Amendment. 54. Each Loan Party represents and warrants to the Agent and each of the Lenders as follows: (i) such Loan Party has the full power to enter into, execute, deliver and carry out this Second Amendment and all such actions have been duly authorized by all necessary proceedings on its part, (ii) neither the execution and delivery of this Second Amendment by such Loan Party nor the consummation of the transactions herein contemplated or compliance with the terms and provisions hereof by any of them will conflict with, constitute a default under or result in any breach of (a) the terms and conditions of the certificate or articles of incorporation, bylaws or other organizational documents of such Loan Party or (b) any material Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which such Loan Party is a party or by which it is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of such Loan Party, and (iii) this Second Amendment has been duly and validly executed and delivered by such Loan Party and constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except to the extent that enforceability of this Second Amendment may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforceability of creditors’ rights generally or limiting the right of specific performance and general concepts of equity. 55. Each Loan Party represents and warrants that (i) no Default or Event of Default exists under the Credit Agreement, nor will any occur as a result of the execution and delivery of this Second Amendment or the performance or observance of any provision hereof or any transaction completed hereby, and (ii) the schedules attached to and made a part of the Credit Agreement, are true and correct in all material respects as of the date hereof, except as such schedules may have heretofore been amended or modified in writing in accordance with the Credit Agreement or pursuant to this Second Amendment. 56. Each reference to the Credit Agreement that is made in the Credit Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Credit Agreement as amended hereby. 57. The agreements contained in this Second Amendment are limited to the specific agreements made herein. Except as expressly set forth herein, this Second Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Agent or the Lenders under the Credit Agreement or any Other Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any Other Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any Other Document in similar or different circumstances. This Second Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Second Amendment amends the Credit Agreement and is not a novation thereof. Nothing expressed or implied in this Second Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Borrower or any Guarantor under the Credit Agreement or any Other Document from any of its obligations and liabilities thereunder. 58. This Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an original, but all such counterparts shall constitute but one and the same instrument. 59. This Second Amendment shall be governed by, and shall be construed and enforced in accordance with, the Laws of the Commonwealth of Pennsylvania without regard to the principles of the conflicts of law thereof. Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction and venue of the courts of the Commonwealth of Pennsylvania sitting in Allegheny County, Pennsylvania and the United States District Court for the Western District of Pennsylvania with respect to any suit arising out of or relating to this Second Amendment. [INTENTIONALLY LEFT BLANK]

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable Canadian anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) . If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) : shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) and shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent nor any other agent has no any obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, any Issuing Bank or the Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, Legislation then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act (Money Laundering) and Terrorist Financing Act, S.C. 2000, c.17 and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Agent and the Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by the Agent, any Secured Party Lender, any Issuer or any of their respective prospective assignee assignees or participant of a Secured Partyparticipants, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the any Loan Parties Party for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for itself, each Secured PartyLender and each Issuer, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender, each Issuer and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender and each Issuer copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders and each of the Issuers agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lenderof the Lenders or any of the Issuers, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so. 50. Schedules 1.1, 1.1(S)(2), 1.2, 4.4, 5.2(a), 5.2(b), 5.4, 5.6, 5.8(b)(i), 5.8(b)(ii), 5.8(d), 5.9, 5.14, 5.24, 5.27 and 7.3 to the Credit Agreement are hereby deleted in their entirety and replaced by Schedules 1.1, 1.1(S)(2), 1.2, 4.4, 5.2(a), 5.2(b), 5.4, 5.6, 5.8(b)(i), 5.8(b)(ii), 5.8(d), 5.9, 5.14, 5.24, 5.27 and 7.3, respectively, to the Credit Agreement attached hereto and made a part hereof as Exhibit B. Exhibit A to the Pledge Agreement granted by Ampco UES is hereby deleted in its entirety and replaced by Exhibit A to the Pledge Agreement granted by Ampco UES delivered in connection herewith. 51. The provisions of Sections 2 through 50 of this Second Amendment shall not become effective until the Agent shall have received: (a) this Second Amendment, duly executed by the Borrowers, the Guarantors, the Required Lenders and the Agent; (b) the documents and conditions listed in the Preliminary Closing Agenda and the List of Canadian Matters for Closing each attached hereto and made a part hereof as Exhibit A; (c) payment of all fees and expenses owed to the Agent, and the Agent’s counsel in connection with this Second Amendment and the Credit Agreement (including, without limitation, any such fees and expenses payable pursuant to any fee letter entered into between the Borrowers and the Agent in connection herewith); and (d) such other documents in connection with such transactions as the Agent or said counsel may reasonably request. 52. Each Loan Party hereby reconfirms and reaffirms all representations and warranties, agreements and covenants made by it pursuant to the terms and conditions of the Credit Agreement, except as such representations and warranties, agreements and covenants may have heretofore been amended, modified or waived in writing in accordance with the Credit Agreement, and except any such representations or warranties made as of a specific date or time, which shall have been true and correct in all material respects as of such date or time. 53. Each Loan Party acknowledges and agrees that each and every document, instrument or agreement, which secured the Obligations immediately prior to the entering into of this Second Amendment, continues to secure the Obligations, as amended from time to time, including, without limitation, by way of this Second Amendment. 54. Each Loan Party represents and warrants to the Agent and each of the Lenders as follows: (i) such Loan Party has the full power to enter into, execute, deliver and carry out this Second Amendment and all such actions have been duly authorized by all necessary proceedings on its part, (ii) neither the execution and delivery of this Second Amendment by such Loan Party nor the consummation of the transactions herein contemplated or compliance with the terms and provisions hereof by any of them will conflict with, constitute a default under or result in any breach of (a) the terms and conditions of the certificate or articles of incorporation, bylaws or other organizational documents of such Loan Party or (b) any material Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which such Loan Party is a party or by which it is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of such Loan Party, and (iii) this Second Amendment has been duly and validly executed and delivered by such Loan Party and constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except to the extent that enforceability of this Second Amendment may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforceability of creditors’ rights generally or limiting the right of specific performance and general concepts of equity. 55. Each Loan Party represents and warrants that (i) no Default or Event of Default exists under the Credit Agreement, nor will any occur as a result of the execution and delivery of this Second Amendment or the performance or observance of any provision hereof or any transaction completed hereby, and (ii) the schedules attached to and made a part of the Credit Agreement, are true and correct in all material respects as of the date hereof, except as such schedules may have heretofore been amended or modified in writing in accordance with the Credit Agreement or pursuant to this Second Amendment. 56. Each reference to the Credit Agreement that is made in the Credit Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Credit Agreement as amended hereby. 57. The agreements contained in this Second Amendment are limited to the specific agreements made herein. Except as expressly set forth herein, this Second Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Agent or the Lenders under the Credit Agreement or any Other Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any Other Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any Other Document in similar or different circumstances. This Second Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Second Amendment amends the Credit Agreement and is not a novation thereof. Nothing expressed or implied in this Second Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Borrower or any Guarantor under the Credit Agreement or any Other Document from any of its obligations and liabilities thereunder. 58. This Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an original, but all such counterparts shall constitute but one and the same instrument. 59. This Second Amendment shall be governed by, and shall be construed and enforced in accordance with, the Laws of the Commonwealth of Pennsylvania without regard to the principles of the conflicts of law thereof. Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction and venue of the courts of the Commonwealth of Pennsylvania sitting in Allegheny County, Pennsylvania and the United States District Court for the Western District of Pennsylvania with respect to any suit arising out of or relating to this Second Amendment.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party Borrower acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Lender Parties may be required to obtain, verify and record information regarding the Loan Parties Borrowers and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan PartiesBorrowers, and the transactions contemplated hereby. Each Loan Party Borrower shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Lender Party or any prospective assignee or participant Participant of a Secured PartyLender, any Issuing Bank or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party Borrower or any authorized signatories of the Loan Parties Borrower for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured Lender Party, and this Agreement shall constitute a “written agreement” in such regard between each Secured Lender Party and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Lender Party copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders Lender Parties agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties Borrowers or US-DOCS\114000287.20119598083.7 any authorized signatories of the Loan Parties Borrowers on behalf of any LenderLender Party, or to confirm the completeness or accuracy of any information it obtains from any Loan Party Borrower or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party or any prospective assignee or participant of a Secured Party, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured Party, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, the L/C Issuer, or the Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so. (c) None of the Loan Parties shall, nor shall they permit any of their Subsidiaries to (i) become a person whose property or interests in property are blocked or subject to blocking pursuant to any AML Legislation, (ii) engage in any dealings or transactions prohibited by AML Legislation, or be otherwise associated with any such person in any manner violative of AML Legislation, or (iii) otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or a similar list under AML Legislation.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, any Issuing Bank or any Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent:; (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent nor any other Agent has no any obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party or any prospective assignee or participant of a Secured Party, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the any Loan Parties Party for the purposes of the Proceeds of Crime Act and other applicable anti-terrorism Laws and “know your client” policies, regulations, Laws or rules (the Proceeds of Crime Act and such other anti-terrorism laws, applicable policies, regulations, Laws or rules, collectively, including any guidelines or orders thereunder, “AML Legislation”), then the Administrative Agent: (ia) shall be deemed to have done so as an agent for each Secured Party, Lender and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (iib) shall provide to each Secured Party the Lenders, copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders Lender agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party Parties or any such authorized signatory in doing so. [signatures begin on the following page] To: Bank of America, N.A., as Administrative Agent Please refer to Section 10.1.3 of the Seventh Amended and Restated Credit Agreement dated as of January 31, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Middleby Marshall Inc., The Middleby Corporation (the “Parent”), the Subsidiary Borrowers party thereto, various financial institutions and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not defined herein have the meanings set forth in the Credit Agreement. The Parent hereby certifies and warrants to you that [(a)] set forth on Attachments 1 and 2 are true and correct computations of the financial ratios set forth in Section 10.6 of the Credit Agreement as of the last day of the relevant Computation Period [and (b) set forth on Attachment 3 is an accurate and complete organizational chart for the Parent and its Subsidiaries as of the date of the preparation of this Compliance Certificate, including the correct name and jurisdiction of organization of each entity included therein]1. The Parent further certifies to you that, as of the date hereof: (a) there has not been any cancellation (without replacement) of, material reduction in the amount of or other material negative change with respect to any material insurance maintained by the Parent or any Subsidiary [except as follows:]; and (b) no Event of Default or Unmatured Event of Default has occurred and is continuing [except as follows: [describe Event of Default or Unmatured Event of Default and the steps, if any, being taken to cure it].

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party The Borrower acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties may be required to obtain, verify and record information regarding the Loan Parties Borrower and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan PartiesBorrower, and the transactions contemplated hereby. Each Loan Party The Borrower shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party or any prospective assignee or participant of a Secured PartyParty or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party the Borrower or any authorized signatories of the Loan Parties Borrower for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured Party, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders Secured Parties agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties Borrower or any of its authorized signatories of the Loan Parties on behalf of any LenderSecured Party, or to confirm the completeness or accuracy of any information it obtains from any Loan Party the Borrower or any such of its authorized signatory signatories in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party or any prospective assignee or participant of a Secured Party, any Issuing Bank or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the any Loan Parties Party for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured Party, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders Secured Parties agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any LenderSecured Party, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Credit Party acknowledges that, pursuant to the Proceeds of Crime Act Anti-Terrorism Laws and other applicable anti-money laundering, anti-terrorist financing, government sanction and “"know your client” laws " Laws (collectively, including any guidelines or orders thereunder, “"AML Legislation”"), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Canadian Credit Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Canadian Credit Parties, and the transactions contemplated hereby. Each Loan Credit Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender or Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Credit Party or any authorized signatories of the Loan Canadian Credit Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “"written agreement” " in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Administrative neither Agent nor any other agent has no any obligation to ascertain the identity of the Loan Canadian Credit Parties or any authorized signatories of the Loan Canadian Credit Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Canadian Credit Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws laws, in each case in other jurisdictions in any jurisdiction in which any Loan Party or any of its Subsidiaries is located or is doing material business (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, the Administrative Agent or any Issuing Bank, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither the Administrative Agent nor any other Agent has no any obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Credit Party acknowledges that, pursuant to the Proceeds of Crime Act Canadian Anti-Money Laundering & Anti-Terrorism Legislation and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Credit Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Credit Parties, and the transactions contemplated hereby. Each Loan Credit Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured Partythe Lender, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) . If the Administrative Agent has ascertained the identity of any Loan Credit Party or any authorized signatories of the Loan Parties any Credit Party for the purposes of applicable AML Legislation, then the Administrative Agent: , (i) shall be deemed to have done so as an agent for each Secured Party, and this Agreement shall constitute a “"written agreement” " in such regard between each Secured Party and the Administrative Agent within the meaning of the applicable AML Legislation; and and (ii) shall provide to each Secured Party copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding Reference is made to the preceding sentence Credit and except Guaranty Agreement, dated as of October 25, 2021 (as the same may be amended, restated, supplemented or otherwise be agreed in writingmodified from time to time, or otherwise renewed, refinanced or replaced from time to time (including subsequent or successive renewals, refinancings or replacements, and pursuant to one or more agreements or facilities), the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Hydrofarm Holdings Group, Inc. (the “Company” or the “Borrower”), the Subsidiaries of the Borrower party thereto from time to time (each a “Guarantor” and collectively the “Guarantors”), the banks and financial institutions party thereto from time to time (together with their respective successors and assigns, each individually referred to herein as a “Lender” and collectively as “Lenders”), JPMorgan Chase Bank, N.A. (“JPMCB”), as administrative agent for the Lenders (in such capacity, “Administrative Agent”) and as collateral agent for the Lenders (in such capacity, “Collateral Agent”) and the other agents party thereto. Pursuant to Section 2.1(b) of the Credit Agreement, Borrower desires that Lenders agrees that make the Administrative Agent has no obligation following Credit Extension[s] to ascertain Company in accordance with the identity applicable terms and conditions of the Loan Parties or any authorized signatories Credit Agreement on [mm/dd/yyyy] (the “Credit Date”): Term Loans ☐ ABR Loans: $[] ☐ Term Benchmark Loans, with an Initial Interest Period of [] Month(s): $[] Borrower hereby certifies that: (i) the Credit Extension[s] requested herein [comply] [complies] with the provisions of Section 2.1; and (ii) the conditions specified in Section 3.1 have been satisfied on and as of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing soCredit Date.

Canadian Anti-Money Laundering Legislation. (a) No Loan Party is an individual or entity currently the subject of any action, suit or proceeding under any federal, state or provincial racketeering or similar statute (including the Racketeer Influenced and Corrupt Organization Act of 1970 and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada)). The operations of the Loan Parties are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering and anti-corruption and bribery statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “AML Legislation”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Loan Party with respect to the AML Legislation is pending or, to the best knowledge of any Loan Party, threatened. (b) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, any Letter of Credit Issuer or any Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (bc) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Administrative Agent has no does not have any obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so. All forms provided to the Agent regarding authority to execute and deliver for and on behalf of the Loan Parties, for the establishment or operation of the accounts of the Loan Parties and to give orders or instruction to transact and/or withdraw, including the names of authorized signatories, are equally applicable for all Lenders.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Credit Party acknowledges that, pursuant to the Proceeds of Crime Act Canadian Anti-Money Laundering & AntiTerrorism Legislation and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Credit Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Credit Parties, and the transactions contemplated hereby. Each Loan Credit Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured Partythe Lender, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) . If the Administrative Agent has ascertained the identity of any Loan Credit Party or any authorized signatories of the Loan Parties any Credit Party for the purposes of applicable AML Legislation, then the Administrative Agent: , (i) shall be deemed to have done so as an agent for each Secured PartyCreditor, and this Agreement shall constitute a “"written agreement” " in such regard between each Secured Party Creditor and the Administrative Agent within the meaning of the applicable AML Legislation; and and (ii) shall provide to each Secured Party Creditor copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (ai) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act (Money Laundering) and Terrorist Financing Act, S.C. 2000, c.17 and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Administrative Agent and the Lenders may be required to obtain, verify and record information regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by the Administrative Agent, any Secured Party Lender, any Issuing Lender or any of their respective prospective assignee assignees or participant of a Secured Partyparticipants, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (bii) If the Administrative Agent has ascertained the identity of any Loan Party or any authorized signatories of the any Loan Parties Party for the purposes of applicable AML Legislation, then the Administrative Agent: (iA) shall be deemed to have done so as an agent for itself, each Secured PartyLender and each Issuing Lender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender, each Issuing Lender and the Administrative Agent within the meaning of the applicable AML Legislation; andand 216004669 (iiB) shall provide to each Secured Party Lender and each Issuing Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders and each of the Issuing Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lenderof the Lenders or any of the Issuing Lenders, or to confirm the completeness or accuracy of any information it obtains from any Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Party acknowledges that, pursuant Lender that is subject to the requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and (Canada) or other applicable Canadian anti-money laundering, anti-terrorist financing, government sanction financing and “know your client” laws (collectively, including any guidelines or orders thereunder, the “AML Legislation”)) hereby notifies the Canadian Loan Parties that pursuant to the requirements of the AML Legislation, the Secured Parties may be it is required to obtain, verify and record information regarding the each Canadian Loan Parties and their respective Party, its directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the each Canadian Loan PartiesParty, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party or any prospective assignee or participant of a Secured Party, in order to comply with any applicable AML Legislation, whether now or hereafter in existence. (b) If the Administrative Agent has ascertained the identity of any Canadian Loan Party or any authorized signatories of the any Canadian Loan Parties Party for the purposes of any applicable AML Legislation, then the Administrative Agent: (i) it shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) it shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of the each Canadian Loan Parties Party or any authorized signatories of the each Canadian Loan Parties Party on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any each Canadian Loan Party or any such authorized signatory in doing so.

Canadian Anti-Money Laundering Legislation. (a) Each Loan Credit Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties Lenders may be required to obtain, verify and record information regarding the Loan Credit Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Credit Parties, and the transactions contemplated hereby. Each Loan Credit Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party Lender or any prospective assignee or participant of a Secured PartyLender, the Issuing Bank or the Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence.. DB1/ 126870242.8 (b) If the Administrative Agent has ascertained the identity of any Loan Credit Party or any authorized signatories of the Loan Credit Parties for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Secured PartyLender, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and (ii) shall provide to each Secured Party Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Credit Parties or any authorized signatories of the Loan Credit Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Loan Credit Party or any such authorized signatory in doing so.