Common use of Canadian Pension Plans and Benefit Plans Clause in Contracts

Canadian Pension Plans and Benefit Plans. (a) For each existing, or hereafter adopted, Canadian Pension Plan and Canadian Benefit Plan, in a timely fashion comply with and perform in all material respects all of its obligations under and in respect of such Canadian Pension Plan or Canadian Benefit Plan, including under any funding agreements and all applicable laws (including any fiduciary, funding, investment and administration obligations). Within 45 days after the Restatement Effective Date (or such longer time as may be agreed by the Administrative Agent), (i) and (ii) cause each of the documents set forth on Schedule 5.3 of the Successor Agent Agreement to be duly executed and delivered to the Administrative Agent. (b) Remit, withhold or pay (and cause each of its Subsidiaries to remit, withhold or pay) all employer or employee payments, contributions or premiums required to be remitted, withheld or paid to or in respect of each Canadian Pension Plan or Canadian Benefit Plan, in each case in a timely fashion in compliance in all material respects with the terms thereof, any funding agreements and all applicable laws. (c) Deliver to the Administrative Agent (i) if requested by the Administrative Agent, copies of each annual and other return, report or valuation with respect to each Canadian Pension Plan as filed with any applicable Governmental Authority; (ii) promptly after receipt thereof, a copy of any material direction, order, notice, ruling or opinion that any Loan Party or any Subsidiary of any Loan Party may receive from any applicable Governmental Authority with respect to any Canadian Pension Plan; (iii) notification within 30 days of any increases having a cost to one or more of the Loan Parties and their Subsidiaries in excess of $500,000 per annum in the aggregate, in the benefits of any existing Canadian Pension Plan or Canadian Benefit Plan, or the establishment of any new Canadian Pension Plan or Canadian Benefit Plan, or the commencement of contributions to any such plan to which any Loan Party was not previously contributing; and (iv) notification within 30 days of any voluntary or involuntary termination of, or participation in, a Canadian Pension Plan or a Canadian Benefit Plan. SECTION 8 NEGATIVE COVENANTS Each of the Borrowers hereby jointly and severally agrees that, commencing on the Restatement Effective Date and continuing so long as any of the Commitments or Dollar Working Capital Facility Uncommitted Tranche Portions remain in effect, any Letter of Credit remains outstanding that has not been Cash Collateralized or any amount is owing to any Lender or the Administrative Agent hereunder or under any other Loan Document (except contingent indemnification and expense reimbursement obligations for which no claim has been made), no Loan Party shall, directly or indirectly: 8.1 Financial Condition Covenants. USActive 56005294.156005294.9 -207-

Canadian Pension Plans and Benefit Plans. Each Obligor will, and will cause each of its Subsidiaries to, (ai) For each existing, or hereafter adopted, Canadian Pension Plan and Canadian Benefit Plan, comply in a timely fashion comply with and perform in all material respects all of its obligations under and in respect of such all Canadian Pension Plan Plans or Canadian Benefit PlanPlans, including under any funding agreements and all applicable laws (including any fiduciary, funding, investment and administration obligations). Within 45 days after the Restatement Effective Date (or such longer time as may be agreed by the Administrative Agent), (i) and (ii) cause each of the documents set forth on Schedule 5.3 of the Successor Agent Agreement to be duly executed and delivered to the Administrative Agent. (b) Remit, withhold pay or pay (and cause each of its Subsidiaries to remit, withhold or pay) remit in a timely fashion all employer or employee payments, contributions or premiums required to be remitted, withheld or paid to or in respect of each Canadian Pension Plan or Canadian Benefit Plan, Plan in each case in a timely fashion in compliance in all material respects accordance with the terms thereof, any funding agreements and all applicable laws. , (ciii) Deliver deliver to the Administrative Agent each holder of any Note (iA) if requested by the Administrative AgentRequired Holders, copies of each annual and other return, report or valuation with respect to each Canadian Pension Plan or Canadian Benefit Plan as filed with any applicable Governmental Authority; (iiB) promptly after receipt thereof, a copy of any material direction, order, notice, ruling or opinion that any Loan Party such Obligor or any such Subsidiary of any Loan Party may receive from any applicable Governmental Authority with respect to any Canadian Pension Plan Canadian Benefit Plan; (iiiiv) notification notify each holder of any Note within 30 days of any increases in the cost of, or contributions to the Canadian Benefit Plans or the Canadian Pension Plans having a cost to one or more of the Loan Parties Obligors and their respective Subsidiaries in excess of $500,000 250,000 per annum in the aggregate, in the benefits of any existing Canadian Pension Plan or Canadian Benefit Plan, or the establishment of any new Canadian Pension Plan or Canadian Benefit Plan, or the commencement of contributions to any such plan to which any Loan Party was not previously contributing; and (ivv) notification notify each holder of any Note within 30 days of any voluntary or involuntary termination of, or participation in, of a Canadian Pension Plan or a Canadian Benefit Plan. SECTION 8 NEGATIVE COVENANTS Each of the Borrowers hereby jointly and severally agrees that, commencing on the Restatement Effective Date and continuing so long as any of the Commitments or Dollar Working Capital Facility Uncommitted Tranche Portions remain in effect, any Letter of Credit remains outstanding that has not been Cash Collateralized or any amount is owing Plan which could reasonably be expected to any Lender or the Administrative Agent hereunder or under any other Loan Document (except contingent indemnification and expense reimbursement obligations for which no claim has been made), no Loan Party shall, directly or indirectly: 8.1 Financial Condition Covenants. USActive 56005294.156005294.9 -207-have a Material Adverse Effect.

Canadian Pension Plans and Benefit Plans. The Company, each Borrower and each of their respective Subsidiaries shall (ai) For each existing, or hereafter adopted, Canadian Pension Plan and Canadian Benefit Plan, comply in a timely fashion comply with and perform in all material respects all of its obligations under and in respect of such all Canadian Pension Plan Plans or Canadian Benefit PlanPlans, including under any funding agreements and all applicable laws (including any fiduciary, funding, investment and administration obligations). Within 45 days after the Restatement Effective Date (or such longer time as may be agreed by the Administrative Agent), (i) and (ii) cause each of the documents set forth on Schedule 5.3 of the Successor Agent Agreement to be duly executed and delivered to the Administrative Agent. (b) Remit, withhold pay or pay (and cause each of its Subsidiaries to remit, withhold or pay) remit in a timely fashion all employer or employee payments, contributions or premiums required to be remitted, withheld or paid to or in respect of each Canadian Pension Plan or Canadian Benefit Plan, Plan in each case in a timely fashion in compliance in all material respects accordance with the terms thereof, any funding agreements and all applicable laws. , (ciii) Deliver deliver to the Administrative Agent (iA) if requested by the Administrative Agent, copies of each annual and other return, report or valuation with respect to each Canadian Pension Plan or Canadian Benefit Plan as filed with any applicable Governmental Authoritygovernmental authority; (iiB) promptly after receipt thereof, a copy of any material direction, order, notice, ruling or opinion that any Loan Party the Company, such Borrower or any such Subsidiary of any Loan Party may receive from any applicable Governmental Authority governmental authority with respect to any Canadian Pension Plan Canadian Benefit Plan; (iiiiv) notification notify the Administrative Agent within 30 days of any increases in the cost of, or contributions to the Canadian Benefit Plans or the Canadian Pension Plans having a cost to one or more of the Loan Parties Company, the Borrowers and their respective Subsidiaries in excess of $500,000 250,000 per annum in the aggregate, in the benefits of any existing Canadian Pension Plan or Canadian Benefit Plan, or the establishment of any new Canadian Pension Plan or Canadian Benefit Plan, or the commencement of contributions to any such plan to which any Loan Party was not previously contributing; and (ivv) notification within 30 days of any voluntary or involuntary termination of, or participation in, of a Canadian Pension Plan or a Canadian Benefit Plan. SECTION 8 NEGATIVE COVENANTS Each of the Borrowers hereby jointly and severally agrees that, commencing on the Restatement Effective Date and continuing so long as any of the Commitments or Dollar Working Capital Facility Uncommitted Tranche Portions remain in effect, any Letter of Credit remains outstanding that has not been Cash Collateralized or any amount is owing Plan which could reasonably be expected to any Lender or the Administrative Agent hereunder or under any other Loan Document (except contingent indemnification and expense reimbursement obligations for which no claim has been made), no Loan Party shall, directly or indirectly: 8.1 Financial Condition Covenants. USActive 56005294.156005294.9 -207-have a Material Adverse Effect.

Canadian Pension Plans and Benefit Plans. (a) For each existing, or hereafter adopted, Canadian Pension Plan and Canadian Benefit Plan, in a timely fashion comply with and perform in all material respects all of its obligations under and in respect of such Canadian Pension Plan or Canadian Benefit Plan, including under any funding agreements and all applicable laws (including any fiduciary, funding, investment and administration obligations). Within 45 days after the Restatement Effective Date (or such longer time as may be agreed by the Administrative Agent), (i) and (ii) cause each of the documents set forth on Schedule 5.3 of the Successor Agent Agreement to be duly executed and delivered to the Administrative Agent. (b) Remit, withhold or pay (and cause each of its Subsidiaries to remitremit , withhold or pay) all employer or employee payments, contributions or premiums required to be remitted, withheld or paid to or in respect of each Canadian Pension Plan or Canadian Benefit Plan, in each case in a timely fashion in compliance in all material respects with the terms thereof, any funding agreements and all applicable laws. (c) Deliver to the Administrative Agent (i) if requested by the Administrative Agent, copies of each annual and other return, report or valuation with respect to each Canadian Pension Plan as filed with any applicable Governmental Authority; (ii) promptly after receipt thereof, a copy of any material direction, order, notice, ruling or opinion that any Loan Party or any Subsidiary of any Loan Party may receive from any applicable Governmental Authority with respect to any Canadian Pension Plan; (iii) notification within with 30 days of any increases having a cost to one or more of the Loan Parties and their Subsidiaries in excess of $500,000 per annum in the aggregate, in the benefits of any existing Canadian Pension Plan or Canadian Benefit Plan, or the establishment of any new Canadian Pension Plan or Canadian Benefit Plan, or the commencement of contributions to any such plan to which any Loan Party was not previously contributing; and (iv) notification within 30 days of any voluntary or involuntary termination of, or participation in, a Canadian Pension Plan or a Canadian Benefit Plan. SECTION 8 NEGATIVE COVENANTS Each of the Borrowers hereby jointly and severally agrees that, commencing on the Restatement Effective Date and continuing so long as any of the Commitments or Dollar Working Capital Facility Uncommitted Tranche Portions remain in effect, any Letter of Credit remains outstanding that has not been Cash Collateralized or any amount is owing to any Lender or the Administrative Agent hereunder or under any other Loan Document (except contingent indemnification and expense reimbursement obligations for which no claim has been made), no Loan Party shall, directly or indirectly: 8.1 Financial Condition Covenants. USActive 56005294.156005294.9 -207-7.20

Canadian Pension Plans and Benefit Plans. (a) For each existing, or or7.18 hereafter adopted, Canadian Pension Plan and Canadian Benefit Plan, in a timely fashion comply with and perform in all material respects all of its obligations under and in respect of such Canadian Pension Plan or Canadian Benefit Plan, including under any funding agreements and all applicable laws (including any fiduciary, funding, investment and administration obligations). Within 45 days after the Restatement Effective Date (or such longer time as may be agreed by the Administrative Agent), (i) and (ii) cause each of the documents set forth on Schedule 5.3 of the Successor Agent Agreement to be duly executed and delivered to the Administrative Agent. (b) Remit, withhold or pay (and cause each of its Subsidiaries to remit, remit,(b) withhold or pay) all employer or employee payments, contributions or premiums required to be remitted, withheld or paid to or in respect of each Canadian Pension Plan or Canadian Benefit Plan, in each case in a timely fashion in compliance in all material respects with the terms thereof, any funding agreements and all applicable laws. (c) Deliver to the Administrative Agent (i) if requested by the Administrative Administrative(c) Agent, copies of each annual and other return, report or valuation with respect to each Canadian Pension Plan as filed with any applicable Governmental Authority; (ii) promptly after receipt thereof, a copy of any material direction, order, notice, ruling or opinion that any Loan Party or any Subsidiary of any Loan Party may receive from any applicable Governmental Authority with respect to any Canadian Pension Plan; (iii) notification within 30 days of any increases having a cost to one or more of the Loan Parties and their Subsidiaries in excess of $500,000 per annum in the aggregate, in the benefits of any existing Canadian Pension Plan or Canadian Benefit Plan, or the establishment of any new Canadian Pension Plan or Canadian Benefit Plan, or the commencement of contributions to any such plan to which any Loan Party was not previously contributing; and (iv) notification within 30 days of any voluntary or involuntary termination of, or participation in, a Canadian Pension Plan or a Canadian Benefit Plan. SECTION NEGATIVE COVENANTSSECTION 8 NEGATIVE COVENANTS Each of the Borrowers hereby jointly and severally agrees that, commencing on the Restatement Effective Date and continuing so long as any of the Commitments or Dollar Working Capital Facility Uncommitted Tranche Portions remain in effect, any Letter of Credit remains outstanding that has not been Cash Collateralized or any amount is owing to any Lender or the Administrative Agent hereunder or under any other Loan Document (except contingent indemnification and expense reimbursement obligations for which no claim has been made), no Loan Party shall, directly or indirectly: 8.1 Financial Condition CovenantsCovenants.8.1 USActive 56005294.956005294.16-215- Minimum Consolidated Net Working Capital. Permit, as of the last day of(a) any calendar month, the Consolidated Net Working Capital to be less than the Minimum Consolidated Net Working Capital Amount applicable as of such day in accordance with the definitions thereof. Minimum Consolidated Fixed Charge Coverage Ratio. Permit, as of the(b) last day of any fiscal quarter (commencing with the fiscal quarter ending March 31, 2020), for the twelve (12) month period ending on such day, the Consolidated Fixed Charge Coverage Ratio to be less than the Minimum Consolidated Fixed Charge Coverage Ratio. Maximum Consolidated Total Leverage Ratio. Permit, as of the last day(c) of any fiscal quarter (commencing with the fiscal quarter ending March 31, 2020), for the twelve (12) month period ending on such day, the Consolidated Total Leverage Ratio to exceed the Maximum Consolidated Total Leverage Ratio applicable as of such day in accordance with the definition thereof. Limitation on Indebtedness. Create, incur, assume or suffer to exist any8.2 Indebtedness, or permit any preferred stock to be issued or outstanding, except: Indebtedness of such Loan Party under this Agreement and the other Loan(a) Documents; (i) any Intercompany Subordinated Indebtedness and (ii) any Axel (b) JohnsonHartree Subordinated Indebtedness; Indebtedness in respect of purchase money security interests, Financing(c) Leases or Synthetic Leases; provided that the aggregate amount of Indebtedness incurred pursuant to this Section 8.2(c) in any Fiscal Year shall not exceed $50,000,000; Indebtedness outstanding on the RestatementSecond Amendment(d) Effective Date and listed on Schedule 8.2, or any refinancings, refundings, renewals or extensions thereof (such refinanced, refunded, renewed or extended Indebtedness, “Permitted Refinancing Indebtedness”); provided that (i) the stated amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension (except to the extent of non-cash interest), (ii) such refinancing, refunding, renewal or extended Indebtedness shall (A) not have a stated final maturity prior to the final maturity date of the Indebtedness being refinanced, refunded, renewed or extended and (B) have an average life to maturity equal to or greater than such Indebtedness, (iii) the terms of such refinancing, refunding, renewal or extension, taken as a whole, shall not be more restrictive than the terms of such Indebtedness, (iv) any guarantee entered into in connection with such refinancing, refunding, renewal or extension that is not a refinancing of an existing guarantee of such Indebtedness shall not be permitted under this Section 8.2(d) (except that a Loan Party may guarantee such refinanced Indebtedness) and (v) if the Indebtedness being refinanced, refunded, renewed or extended is subordinated, such Permitted Refinancing Indebtedness shall be subordinated to at least the same extent, and on terms at least as favorable to the Lenders, as the Indebtedness being refinanced, refunded, renewed or extended; USActive 56005294.956005294.16-216- Indebtedness arising from the honoring by a bank or other financial(e) institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; provided that such Indebtedness (other than credit or purchase cards) is extinguished within one (1) Business Day after notification to any Loan Party of its incurrence; Indebtedness under one or more Contango Facilities in an amount(f) outstanding at any time not to exceed $125,000,000 in the aggregate; limited recourse Indebtedness of any Borrower or any other Loan Party to(g) any Governmental Authority in respect of a capital project financing provided by such Governmental Authority, but only so long as (i) such funding accounts for 100% of the capital costs of such project in excess of any Investment by such Borrower or such Loan Party, (ii) the recourse to such Borrower or such Loan Party, as applicable, with respect to such Indebtedness is limited to its interest in the project financed by such Indebtedness and proceeds from the operation of such project, (iii) the aggregate principal amount of all such Indebtedness at any time outstanding shall not exceed $20,000,000 and (iv) the terms of such Indebtedness are reasonably satisfactory to the Administrative Agent; and additional unsecured Indebtedness of the Loan Parties in an aggregate(h) principal amount (for all Loan Parties) not to exceed $500,000,000 at any one time outstanding; provided, that (i) the terms of such unsecured Indebtedness shall not be more restrictive, in the aggregate to the Loan Parties, than the terms, conditions, covenants and defaults contained in the Loan Documents, (ii) the terms of such unsecured Indebtedness shall permit Obligations under the Loan Documents in a principal amount at least equal to 115% of the combined aggregate amount of the Working Capital Facility Commitments in effect as of the date the documentation for any such unsecured Indebtedness is entered into, the Dollar Working Capital Facility Uncommitted Tranche Portions in effect as of the date the documentation for any such unsecured Indebtedness is entered into and the Acquisition Facility Commitments in effect as of the date the documentation for any such unsecured Indebtedness is entered into without meeting any financial ratio test (including any incurrence test) contained in the documentation for such unsecured Indebtedness, (iii) the Weighted Average Life to Maturity of such unsecured Indebtedness shall be at least ninety-one (91) days after the Maturity Date, (iv) the maturity date of such unsecured Indebtedness shall be at least six (6) months after the Maturity Date, (v) such unsecured Indebtedness shall not be guaranteed by any Subsidiary of the MLP that is not a Loan Party; and (vi) no Default or Event of Default shall have occurred and be continuing as of the date of incurrence or refinancing of such unsecured Indebtedness (or would occur as a result thereof) and as of such date, the Loan Parties would be in compliance with the covenants set forth in Section 8.1 calculated on a Pro Forma Basis as of such date assuming the incurrence of such unsecured Indebtedness. Notwithstanding the foregoing, in no event shall any Indebtedness of (i) any Loan Party, on the one hand, owing to (ii) the MLP or any Subsidiary or any Affiliate of the MLP, on the other hand, be permitted hereunder other than pursuant to Section 8.2(b). USActive 56005294.156005294.9 -207-56005294.956005294.16-217- Limitation on Liens. Create, incur, assume or suffer to exist any Lien8.3 upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: Liens for taxes, assessments or governmental charges or levies not yet due(a) and payable or which are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of such Loan Party, in conformity with GAAP; carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s,(b) landlord’s Liens, or other similar Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings or which have been bonded over or otherwise adequately secured against; pledges or deposits in connection with workers’ compensation,(c) unemployment insurance and other social security legislation or in connection with casualty insurance; deposits or bonds to secure (i) the performance of bids, trade contracts(d) (other than for borrowed money), leases, statutory obligations, surety and appeal bonds and (ii) indemnities, performance and similar bonds and other obligations of a like nature incurred in the ordinary course of business; Permitted Cash Management Liens;(e) easements, rights-of-way, restrictions and other similar title exceptions(f) and encumbrances, landlords’ and lessors’ Liens on rented premises and restrictions on transfers of leases, each incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, secure obligations that do not constitute Indebtedness, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Loan Parties; Liens arising from precautionary or unauthorized UCC or PPSA financing(g) statements or applications for registration of a hypothec under the Register of Personal and Movable Real Rights (Quebec) under the Civil Code of Quebec; Liens created pursuant to the Security Documents and the other Loan(h) Documents; First Purchaser Liens;(i) netting and other offset rights granted by any Loan Party to counterparties(j) under Commodity Contracts and Financial Hedging Agreements on or with respect to payment and other obligations owed by such Loan Party to such counterparties; USActive 56005294.956005294.16-218- Liens in existence on the Restatement Effective Date that are listed, and(k) the property subject thereto described, on Schedule 8.3; Liens on cash and short-term investments deposited as collateral by a(l) Loan Party under any Commodity Contract or Financial Hedging Agreement with the counterparty (or counterparties) thereto; Liens securing judgments for the payment of money not constituting an(m) Event of Default under Section 9.1(i) or securing appeal or other surety bonds related to such judgments; Liens of an account bank on currency, Cash Equivalents, commodities or(n) Commodities Contracts of Wintergreen or Xxxxxxx Resources Canada, deposited in, or credited to, an account with such account bank; provided that such Liens arise by operation of law; Liens securing Indebtedness of the Loan Parties permitted by Section (o) 8.2(f); provided that such Liens do not at any time encumber any property other than the inventory, forward contracts and receivables related to the Cash and Carry Transactions financed by such Indebtedness; Liens securing Indebtedness of the Loan Parties permitted by Section (p) 8.2(g) on the property being financed by such Indebtedness and proceeds of such property; restrictions under federal, provincial, territorial and state securities laws(q) on the transfer of securities; Liens constituting purchase money security interests (including(r) mortgages, conditional sales, Financing Leases and any other title retention or deferred purchase devices) in real property, interests in leases or personal property existing or created on the date on which such property is acquired; provided, however, that (i) each such security interest shall attach solely to the particular item of property so acquired, and the principal amount of Indebtedness secured thereby shall not exceed the cost (including all such Indebtedness secured thereby, whether or not assumed) of such item of property; and (ii) the Indebtedness secured thereby was incurred, and permitted, pursuant to Section 8.2(c); Liens securing the Maine Dock Liability Obligations in connection with(s) the incurrence of such liability; provided, however, that such Lien shall attach solely to the property acquired; Liens on assets not included in the U.S. Borrowing Base or the Kildair(t) Borrowing Base securing obligations of the Loan Parties in an amount not to exceed $2,500,000 in the aggregate at any one time outstanding; Liens granted to a Subject Utility on the Subject Natural Gas Receivables(u) purchased by such Subject Utility (and not other assets of a Loan Party) pursuant to a Natural Gas Transaction; USActive 56005294.956005294.16-219-