Common use of Fifth Amendment Effective Date Clause in Contracts

Fifth Amendment Effective Date. This Amendment shall become effective as of the first date (the “Fifth Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Administrative Agent): (a) the Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by Holdings, the Borrower and each Loan Party, the Administrative Agent and certain Revolving Lenders, who shall, collectively, represent the Required Revolving Lenders; (b) all expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent (including pursuant to Section 9.03 of the Credit Agreement and pursuant to Section 6 hereof) on or before the Fifth Amendment Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (to the extent invoiced at least three Business Days prior to the Fifth Amendment Effective Date); (c) the representations and warranties set forth in Article 3 of the Credit Agreement shall be true and correct in all material respects on and as of the Fifth Amendment Effective Date with the same effect as though such representations and warranties had been made on the Fifth Amendment Effective Date; provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; (d) no Event of Default under Section 7 of the Credit Agreement shall be continuing at the time of or immediately after giving effect to the effectiveness of this Amendment; and (e) the Incremental Liquidity Facility Credit Agreement shall become effective simultaneously with the Fifth Amendment Effective Date. By executing this Amendment, the Required Revolving Lenders and the Administrative Agent shall be deemed to have consented to, approved or accepted, or be satisfied with, or have waived, each of the preceding conditions. The Administrative Agent shall post a notice of effectiveness and occurrence of the Fifth Amendment Effective Date, which shall be conclusive. The Administrative Agent and the Revolving Lenders party hereto (who collectively represent the Required Revolving Lenders) acknowledge and agree that the Fifth Amendment Effective Date is September 25, 2020.

Fifth Amendment Effective Date. This Amendment Agreement shall become effective as of the first date on March 11, 2021 (the “Fifth Amendment Effective Date”) on which other than with respect to the effectiveness of the 2021-1 New Revolving Credit Commitments, subject solely to the satisfaction or waiver by each of the Consenting Lenders of the following conditions precedent: (i) The Administrative Agent (or its counsel) shall have been satisfied received this Agreement, executed and delivered by a duly Authorized Officer of each (x) Credit Party, (y) Consenting Lender and (z) 2021-1 New Revolving Loan Lender. (ii) The Administrative Agent (or waived by its counsel) shall have received (x) as of the Administrative Agent): Fifth Amendment Effective Date, executed legal opinions, in customary form, from (i) Xxxxxxxx & Xxxxx LLP, as New York, California and Texas counsel to the Credit Parties, (ii) Xxxxxxxxx Traurig LLP, as special Delaware, Pennsylvania, Massachusetts, Minnesota, Nevada, New Jersey, Arizona, Colorado, Virginia and Georgia counsel to the Credit Parties, (iii) Polsinelli PC, as special Washington and Missouri counsel to the Credit Parties, (iv) Xxxxxxxxx Xxxxxx PLLC, as special Michigan, Florida and Tennessee counsel to the Credit Parties, (v) Xxxxxx Xxxxxxx Xxxxx & Scarborough LLP as special North Carolina counsel to the Credit Parties and (vi) Xxxxxx Xxxx Xxxxxx Xxxxxxxxxx, LLP as special Oklahoma, Iowa and Wisconsin counsel to the Credit Parties and (y) a customary certificate of each Credit Party, dated as of the Fifth Amendment Effective Date, substantially in the form delivered on the Closing Date, with appropriate insertions and attaching (i) a copy of the resolutions of the applicable governing body of each Credit Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery, and performance of this Agreement and any related agreements to which it is a party and (b) in the case of the Borrower, the extensions of credit contemplated hereunder, (ii) the applicable Organizational Documents of each of each Credit Party (or confirming no amendment to such Organizational Documents have been made with respect to such Credit Party since such Organizational Documents were delivered to the Administrative Agent in connection with that certain Second Joinder Agreement and Fourth Amendment, dated September 21, 2020) and, to the extent applicable in the jurisdiction of organization of such Credit Party, a certificate as to its good standing as of a recent date from an applicable Governmental Authority in such jurisdiction of organization, and (iii) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of each Credit Party executing this Agreement and any related agreements to which it is a party (or confirming there are no such changes to the Authorized Officers with respect to such Credit Party since the Closing Date). The Borrower hereby instructs and agrees to instruct the other Credit Parties to have the counsel described in this clause (ii) deliver such legal opinions. (iii) On the Fifth Amendment Effective Date, the Administrative Agent shall have received a counterpart signature page certificate from the Chief Financial Officer of this Amendment duly executed by Holdings, the Borrower and each Loan Party, the Administrative Agent and certain Revolving Lenders, who shall, collectively, represent the Required Revolving Lenders; (b) all expenses required to be paid by (or on behalf of) other officer of the Borrower with similar responsibilities) substantially in the form of Exhibit A hereto to the Administrative Agent (including pursuant to Section 9.03 effect that as of the Credit Agreement and pursuant to Section 6 hereof) on or before the Fifth Amendment Effective Date Date, the Borrower, together with its Subsidiaries on a consolidated basis, is Solvent. (iv) The Administrative Agent shall have been received (or shall substantially contemporaneously be) paid in full in cash (to the extent invoiced at least three (3) Business Days prior to the Fifth Amendment Effective Date);) all documentation and other information about each Credit Party as has been reasonably requested in writing at least ten (10) Business Days prior to the Fifth Amendment Effective Date by the Administrative Agent or any Consenting Lenders that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and a certification regarding beneficial ownership required by 31 C.F.R. § 1010.230. (cv) The Borrower shall have paid (which may occur substantially simultaneously with the effectiveness of this Agreement on the Fifth Amendment Effective Date) (x) all reasonable, documented and invoiced fees and documented out-of-pocket costs and expenses payable to the Administrative Agent in connection with this Agreement and (y) all reasonable fees, expenses and disbursements of Xxxx Xxxxxxxx LLP, as counsel for the Administrative Agent, incurred in connection with the preparation, negotiation and execution of this Amendment to the extent invoiced at least three (3) Business Days prior to the date hereof. (vi) The Administrative Agent shall have received a certificate from the Chief Financial Officer of the Borrower (or other officer of the Borrower with similar responsibilities) certifying that (x) no Event of Default shall exist on the Fifth Amendment Effective Date or immediately after giving effect thereto, and (y) on and as of the Fifth Amendment Effective Date, all representations and warranties set forth made by any Credit Party contained in Article 3 of the Credit Agreement or in the other Credit Documents shall be true and correct in all material respects on and as of the Fifth Amendment Effective Date with the same effect as though such representations and warranties had been made on and as of the Fifth Amendment Effective Date; provided that such date (except where such representations and warranties expressly relate to the extent that any representation an earlier date, in which case such representations and warranty specifically refers to a given date or period, it warranties shall be have been true and correct in all material respects as of such date or for such period; (d) no Event of Default under Section 7 of the Credit Agreement shall be continuing at the time of or immediately after giving effect to the effectiveness of this Amendment; and (e) the Incremental Liquidity Facility Credit Agreement shall become effective simultaneously with the Fifth Amendment Effective Date. By executing this Amendment, the Required Revolving Lenders and the Administrative Agent shall be deemed to have consented to, approved or accepted, or be satisfied with, or have waived, each of the preceding conditions. The Administrative Agent shall post a notice of effectiveness and occurrence of the Fifth Amendment Effective Date, which shall be conclusive. The Administrative Agent and the Revolving Lenders party hereto (who collectively represent the Required Revolving Lenders) acknowledge and agree that the Fifth Amendment Effective Date is September 25, 2020earlier date).

Fifth Amendment Effective Date. This Section 3 of this Amendment shall become effective as of the first date (the “Fifth Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Administrative Agentapplicable Lenders): (a) the Administrative Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed by Holdings, the Borrower and Intermediate Holdings, each Loan PartyBorrower, the Administrative Agent Agent, the 2023 Refinancing Term Loan Lender and certain Revolving Lenders, who shall, collectively, represent the Required Revolving Lenders2023 Incremental Term Loan Lender; (b) the Administrative Agent (or its counsel) shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit B attached hereto, executed and delivered by a Responsible Officer of each Loan Party (other than any Loan Party organized under the laws of The Netherlands (collectively, the “Dutch Loan Parties”)) (in each case, including by way of facsimile or other electronic transmission); (c) the Administrative Agent (or its counsel) shall have received on the Fifth Amendment Effective Date the Irish law deed of confirmation dated on or about the Fifth Amendment Effective Date among Holdings, the Lead Borrower, Intermediate Holdings, Trinseo Finance Ireland Unlimited Company, Trinseo Ireland Global IHB Limited, Trinseo Services Ireland Limited and the Collateral Agent; (d) the Administrative Agent (or its counsel) shall have received on the Fifth Amendment Effective Date, (i) the Hong Kong law-governed third deed of confirmatory security dated on or about the date of this Amendment (in respect of the debenture dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018, and as further supplemented by the second deed of confirmatory security relating thereto dated 3 May 2021) between Trinseo (Hong Kong) Limited and the Collateral Agent (the “HK Debenture Third Deed of Confirmatory Security”), (ii) the Hong Kong law governed third deed of confirmatory security dated on or about the date of this Amendment (in respect of the share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018, and as further supplemented by the second deed of confirmatory security relating thereto dated 3 May 2021) between Trinseo Holdings Asia Pte. Ltd. and the Collateral Agent (the “HK Share Charge Third Deed of Confirmatory Security”), (iii) the Singapore law governed third composite deed of confirmatory security dated on or about the date of this Amendment (in respect of (A) the Singapore law security deed dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018, and as further supplemented by the second deed of confirmatory security relating thereto dated 3 May 2021, (B) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018, and as further supplemented by the second deed of confirmatory security relating thereto dated 3 May 2021, and (C) the Singapore law share charge dated 6 September 2017, as supplemented by the deed of confirmatory security relating thereto dated 22 May 2018, and as further supplemented by the second deed of confirmatory security relating thereto dated 3 May 2021) between Trinseo Holdings Asia Pte. Ltd., Trinseo Holding B.V. and the Collateral Agent (the “Singapore Third Composite Deed of Confirmatory Security”, and together with the HK Debenture Third Deed of Confirmatory Security and the HK Share Charge Third Deed of Confirmatory Security, collectively, the “Security Confirmations”); (iv) a letter of authorization and confirmation from Trinseo Holdings Asia Pte. Ltd. addressed to White & Case Pte. Ltd. in connection with the registration of the (A) Singapore Third Composite Deed of Confirmatory Security and (B) HK Share Charge Third Deed of Confirmatory Security with the Accounting and Corporate Regulatory Authority of Singapore; and (v) evidence that any process agent referred to in the HK Share Charge Third Deed of Confirmatory Security and the Singapore Third Composite Deed of Confirmatory Security has accepted its appointment as agent for service of process; (e) all fees and expenses required to be paid by (or on behalf of) the Borrower Borrowers to the Administrative Agent (including pursuant the reasonable and documented fees and expenses of White & Case LLP as counsel for the Administrative Agent), the Lead Arrangers (including the reasonable and documented fees and expenses of Pxxx Xxxxxxxx LLP, as counsel to Section 9.03 of the Credit Agreement Lead Arrangers), 2023 Refinancing Term Loan Lender or 2023 Incremental Term Loan Lender with respect to the transactions and pursuant to Section 6 hereof) amendments contemplated by this Amendment on or before the Fifth Amendment Effective Date pursuant to any written agreement with the Borrowers shall have been (or shall substantially contemporaneously be) paid in full in cash cash; (f) no Default or Event of Default shall have occurred and be continuing; (g) the representations and warranties contained in Section 4 of this Amendment shall be true and correct on and as of the Fifth Amendment Effective Date and the Administrative Agent (or its counsel) shall have received a certificate dated as of the Fifth Amendment Effective Date signed by a Responsible Officer of the Lead Borrower certifying as to the extent invoiced same; (h) the Administrative Agent shall have received from the Lead Borrower a solvency certificate from the chief financial officer of the Lead Borrower or, if no chief financial officer has been appointed, from the Permanent Representative, in the form of Exhibit I to the Amended Credit Agreement; (i) the Administrative Agent shall have received (i) either (x) a copy of the certificate or articles of incorporation, articles of association (statuts) or equivalent organizational document, including all amendments thereto, of each Loan Party (other than the Dutch Loan Parties), certified as of a recent date by the Secretary of State of the state of its organization (where relevant) or by the Luxembourg Companies Register with respect to the Luxembourg Loan Parties or (y) confirmation from such Loan Party that there has been no change to such organizational documents since last delivered to the Administrative Agent, (ii) a certificate of the secretary, an authorized representative, assistant secretary or managing director (as applicable) of each Loan Party (other than the Dutch Loan Parties) dated the Fifth Amendment Effective Date and certifying (A) that (x) attached thereto is a true and complete copy of the certificate of incorporation (and, where applicable, certificate of change of name), by-laws, articles of association or operating, management, partnership or similar agreement of such Loan Party as in effect on the Fifth Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below or (y) there has been no change to such governing documents since last delivered to the Administrative Agent, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or managers, general meeting of the shareholders or other equivalent governing body of such Loan Party authorizing the execution, delivery and performance of this Amendment, the Acknowledgment and Confirmation delivered pursuant to clause (b) above and the Security Confirmations, in each case, to which it is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect (as applicable), (C) that any attached certificate or articles of incorporation, equivalent organizational document, by-laws, operating, management, partnership or similar agreement of such Loan Party has not been amended (in the case of the articles of incorporation of each such Loan Party, since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (E) below), (D) as to the incumbency (where applicable) and specimen signature of each officer or authorized signatory executing this Amendment or any other document delivered in connection herewith on behalf of such Loan Party, (E) good standing certificates, business registration certificates or registrars (or, in each case, its equivalent) for each Loan Party (other than the Dutch Loan Parties) from the jurisdiction in which it is organized (as applicable in the relevant jurisdiction except for the Luxembourg Loan Parties and Irish Guarantors), each dated a recent date prior to the Fifth Amendment Effective Date; and (F) for Luxembourg Loan Parties (x) that each such Luxembourg Loan Party is not subject to nor, as applicable, does it meet or threaten to meet the criteria of bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de la faillite), controlled management (gestion contrôlée), administrative dissolution without liquidation (dissolution administrative sans liquidation), reprieve from payment (sursis de paiement), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally and no application has been made or is to be made by its manager or, as far as it is aware, by any other person for the appointment of a commissaire, juge-commissaire, liquidateur, curateur or similar officer pursuant to any voluntary or judicial insolvency, winding-up, liquidation or similar proceedings, (y) a certificate of non-inscription of judicial decisions or of administrative dissolution without liquidation (certificat de non-inscription d’une décision judiciaire ou de dissolution administrative sans liquidation) issued by the Luxembourg Insolvency Register (Registre de l’insolvabilité) held and maintained with the Luxembourg Companies Register in relation to the Luxembourg Loan Parties dated as no earlier than one Business Day prior to the Fifth Amendment Effective Date and reflecting the situation no more than two Business Days prior to the Fifth Amendment Effective Date and (z) an excerpt from the Luxembourg Companies Register pertaining to the Luxembourg Loan Parties dated no earlier than one Business Day prior to the Fifth Amendment Effective Date; (j) the Administrative Agent shall have received a customary opinion from (i) Ropes & Gray LLP, as New York counsel for the Loan Parties, (ii) Lxxxxx & Loeff N.V., as Luxembourg and Swiss counsel for the Loan Parties, (iii) NautaDutilh Avocats Luxembourg S.à r.x. (société à responsabilité limitée), as Luxembourg counsel for the Administrative Agent, (iv) Wxxxxxx Xxx XXX, as Irish counsel for the Administrative Agent, (v) Rxxx Xxxxx LLP, as Singapore and Hong Kong counsel for the Loan Parties, and (vi) Sxxxxx and Hxxxxxxx PLLC, as Kentucky counsel for the Loan Parties, in each case, reasonably acceptable to the Administrative Agent and addressed to the 2023 Refinancing Term Loan Lender and the 2023 Incremental Term Loan Lender and dated the Fifth Amendment Effective Date; (k) the Administrative Agent shall have received, at least three two Business Days prior to the Fifth Amendment Effective Date); (c) , all documentation and other information required about the representations Borrowers and warranties set forth the Guarantors under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and a Beneficial Ownership Certification for any Borrower or Guarantor that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, that has been requested in Article 3 of the Credit Agreement shall be true and correct in all material respects on and as of writing at least 10 Business Days prior to the Fifth Amendment Effective Date Date; (l) the Administrative Agent shall have received a Committed Loan Notice with respect to the same effect 2023 Refinancing Term Loans and the 2023 Incremental Term Loans; and (m) the Administrative Agent shall have received an Officer’s Certificate of the Lead Borrower certifying as though such representations and warranties had to the incurrence of the 2023 Incremental Term Loans pursuant to Section 2.16(d)(iii)(B) of the Existing Credit Agreement. For purposes of determining whether the conditions specified in this ‎Section 5 have been made satisfied on the Fifth Amendment Effective Date; provided that to , by the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; (d) no Event of Default under Section 7 funding of the Credit Agreement shall be continuing at 2023 Refinancing Term Loans and the time of or immediately after giving effect to the effectiveness of this Amendment; and (e) the 2023 Incremental Liquidity Facility Credit Agreement shall become effective simultaneously with the Fifth Amendment Effective Date. By executing this AmendmentTerm Loans, as applicable, the Required Revolving Lenders Administrative Agent, the 2023 Refinancing Term Loan Lender, and the Administrative Agent 2023 Incremental Term Loan Lender shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or have waivedother matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent, each of the preceding conditions. The Administrative Agent shall post a notice of effectiveness and occurrence of the Fifth Amendment Effective Date2023 Refinancing Term Loan Lender, which shall be conclusive. The Administrative Agent and the Revolving Lenders party hereto (who collectively represent 2023 Incremental Term Loan Lender, as the Required Revolving Lenders) acknowledge and agree that the Fifth Amendment Effective Date is September 25, 2020case may be.

Fifth Amendment Effective Date. This Amendment The amendments effected by paragraph 2 above shall become effective as of the first date on November 7, 1997 (the “"Fifth Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived "), subject to receipt by the Administrative Agent): (a) the Administrative Banks and Agent shall have received a counterpart signature page of this Amendment duly executed by Holdings, the Borrower and each Loan Party, the Administrative Agent and certain Revolving Lenders, who shall, collectively, represent the Required Revolving Lenders; (b) all expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent (including pursuant to Section 9.03 of the Credit Agreement and pursuant to Section 6 hereof) on or before the Fifth Amendment Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (to the extent invoiced at least three Business Days prior to the Fifth Amendment Effective Date of the following, each in form and substance satisfactory to the Banks, Agent and their respective counsel: (a) This Amendment duly executed by Borrower, each Bank and Agent; (b) A Certificate of the Secretary of Borrower, dated the Fifth Amendment Effective Date, certifying (i) that the Certificate of Incorporation and Bylaws of Borrower, in the forms delivered to Agent on the Effective Date, are in full force and effect and have not been amended, supplemented, revoked or repealed since such date; (ii) that attached thereto are true and correct copies of resolutions duly adopted by the Board of Directors of Borrower and continuing in effect, which authorize the execution, delivery and performance by Borrower of this Amendment and the consummation of the transactions contemplated hereby; (iii) that there are no proceedings for the dissolution or liquidation of Borrower (commenced or threatened); and (iv) the incumbency, signatures and authority of the officers of Borrower authorized to execute, deliver and perform the Amendment; (c) the representations and warranties set forth in Article 3 A favorable written opinion of the Credit Agreement shall be true and correct in all material respects on and Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to Borrower, as to such matters as Agent may reasonably request; (d) A Certificate of Good Standing (or comparable certificate) for Borrower, certified as of a recent date prior to the Fifth Amendment Effective Date with by the same effect as though such representations Secretary of State of California; (e) Payment of all fees and warranties had been made on expenses of Agent's counsel through the Fifth Amendment Effective Date; provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; (d) no Event of Default under Section 7 of the Credit Agreement shall be continuing at the time of or immediately after giving effect to the effectiveness of this Amendment; and (ef) Such other evidence as Agent or any Bank may reasonably request to establish the Incremental Liquidity Facility Credit Agreement shall become effective simultaneously accuracy and completeness of the representations and warranties and the compliance with the Fifth Amendment Effective Date. By executing terms and conditions contained in this Amendment, the Required Revolving Lenders and the Administrative Agent shall be deemed to have consented to, approved or accepted, or be satisfied with, or have waived, each of the preceding conditions. The Administrative Agent shall post a notice of effectiveness and occurrence of the Fifth Amendment Effective Date, which shall be conclusive. The Administrative Agent and the Revolving Lenders party hereto (who collectively represent the Required Revolving Lenders) acknowledge and agree that the Fifth Amendment Effective Date is September 25, 2020.

Fifth Amendment Effective Date. This Fifth Amendment shall become effective as of the date first date written above (the “Fifth Amendment Effective Date”"FIFTH AMENDMENT EFFECTIVE DATE") on which upon the satisfaction of each of the following conditions shall have been satisfied (or waived by the Administrative Agent):conditions: (a) the Administrative Agent Lender shall have received a counterpart signature page each of this Amendment duly the following documents, in each case in form and substance satisfactory to the Lender: (i) counterparts hereof executed by Holdings, the Borrower and each Loan Partythe Lender; (ii) a certificate of the chief financial officer of the Borrower certifying that all conditions precedent to the effectiveness of this Fifth Amendment have been satisfied; (iii) a certificate of the Secretary or Assistant Secretary of the Borrower dated the Fifth Amendment Effective Date certifying (A) the names and true signatures of the incumbent officers of the Borrower authorized to sign this Fifth Amendment and the other Transaction Documents executed in connection with this Fifth Amendment to which it is a party, (B) that the Administrative Agent By-laws of the Borrower have not been amended or otherwise modified since the date of the most recent certification thereof by the Secretary or Assistant Secretary of the Borrower delivered to the Lender and certain Revolving Lendersremain in full force and effect as of the Fifth Amendment Effective Date, who shall(C) that the Articles of Incorporation of the Borrower have not been amended or otherwise modified since the date of the most recent certification thereof by the Secretary of State of Delaware delivered to the Lender and remain in full force and effect as of the Fifth Amendment Effective Date and (D) the resolutions of the Borrower's board of directors approving and authorizing the execution, collectively, represent delivery and performance of this Fifth Amendment and the Required Revolving Lendersother Transaction Documents executed in connection with this Fifth Amendment to which the Borrower is a party; and (iv) such additional documentation as the Lender may reasonably request; (b) all expenses required to be paid by (no law, regulation, order, judgment or on behalf of) decree of any Governmental Authority shall, and the Borrower to Lender shall not have received any notice that litigation is pending or threatened which is likely to, enjoin, prohibit or restrain the Administrative Agent (including pursuant to Section 9.03 consummation of the Credit Agreement and pursuant transaction contemplated by this Fifth Amendment, except for such laws, regulations, orders or decrees, or pending or threatened litigation that in the aggregate could not reasonably be expected to Section 6 hereof) on or before the Fifth Amendment Effective Date shall have been (or shall substantially contemporaneously be) paid result in full in cash (to the extent invoiced at least three Business Days prior to the Fifth Amendment Effective Date)a Material Adverse Effect; (c) all of the representations and warranties set forth of the Borrower contained in Article 3 of this Fifth Amendment, the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Fifth Amendment Effective Date with the same effect Date, as though such if then made (other than representations and warranties had been made on the Fifth Amendment Effective Date; provided that to the extent that any representation and warranty specifically refers to which expressly speak as of a given date or perioddifferent date, it which shall be true and correct in all material respects as of such date or for such periodthat date); (d) no Event of Default under Section 7 of all corporate and other proceedings, and all documents, instruments and other legal matters in connection with the Credit Agreement transactions contemplated by this Fifth Amendment shall be continuing at the time of or immediately after giving effect satisfactory in all respects in form and substance to the effectiveness of this AmendmentLender; and (e) the Incremental Liquidity Facility Credit Agreement no Event of Default or Potential Event of Default shall become effective simultaneously with the Fifth Amendment Effective Date. By executing this Amendment, the Required Revolving Lenders have occurred and the Administrative Agent shall be deemed to have consented to, approved or accepted, or be satisfied with, or have waived, each of the preceding conditions. The Administrative Agent shall post a notice of effectiveness and occurrence of the Fifth Amendment Effective Date, which shall be conclusive. The Administrative Agent and the Revolving Lenders party hereto (who collectively represent the Required Revolving Lenders) acknowledge and agree that continuing on the Fifth Amendment Effective Date is September 25, 2020or will result after giving effect to this Fifth Amendment.

Fifth Amendment Effective Date. This Fifth Amendment shall become effective as of the first date (the “Fifth Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Administrative Agent):satisfied: (a) the Administrative Agent shall have received a counterpart signature page of this Amendment duly Fifth Amendment, executed and delivered by Holdingsthe Administrative Agent, the Borrower each Loan Party and each Loan Party, Term Lender listed on Schedule 2.01 of the Administrative Agent and certain Revolving Lenders, who shall, collectively, represent the Required Revolving LendersAmended Credit Agreement; (b) all fees and expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent (including or any arranger pursuant to Section 9.03 of any fee letter with the Credit Agreement and pursuant to Section 6 hereof) Borrower on or before the Fifth Amendment Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (and in the case of expenses, to the extent invoiced at least three Business Days prior to the Fifth Amendment Effective DateDate or such shorter period agreed by the Borrower in its sole discretion); (c) the representations and warranties of each Loan Party set forth herein and in Article 3 of the Credit Agreement Loan Documents shall be true and correct in all material respects on and as of the Fifth Amendment Effective Date with Date; provided that, to the same effect as though extent that such representations and warranties had been made on the Fifth Amendment Effective Date; provided that specifically refer to the extent that any representation and warranty specifically refers to a given date or periodan earlier date, it they shall be true and correct in all material respects as of such date earlier date; provided, further, that any representation and warranty that is qualified by materiality or for reference to Material Adverse Effect shall be true and correct in all respects, taking into account such periodmateriality or reference to Material Adverse Effect, on the Fifth Amendment Effective Date or on such earlier date, as the case may be; (d) no Event of Default under Section 7 of the Credit Agreement shall be continuing at the time of or and immediately after giving effect to the effectiveness this Fifth Amendment, no Default or Event of this Amendment; andDefault shall have occurred and be continuing; (e) the Incremental Liquidity Facility Credit Agreement Administrative Agent shall become effective simultaneously with have received a certificate, dated the Fifth Amendment Effective Date. By executing Date and signed by a Financial Officer or the President or a Vice President of the Borrower, confirming compliance with the conditions set forth in paragraphs (c) and (d) of this Amendment, the Required Revolving Lenders and Section 6; (f) the Administrative Agent shall be deemed have received a favorable written opinion (addressed to have consented tothe Administrative Agent and the Lenders) of Xxxxxxx Xxxx & Xxxxxxxxx LLP, approved or accepted, or be satisfied with, or have waived, each special New York counsel for the Loan Parties (i) dated as of the preceding conditions. The Fifth Amendment Effective Date and (ii) in form and substance reasonably satisfactory to the Administrative Agent; (g) the Administrative Agent shall post have received a notice copy of effectiveness (i) organizational document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and occurrence incumbency certificates of the responsible officers of each Loan Party executing the Loan Documents to which it is a party, (iii) copies of resolutions of the board of directors or managers, shareholders, partners, and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Fifth Amendment Effective Date by a secretary, an assistant secretary or a responsible officer of such Loan Party as being in full force and effect without modification or amendment and (iv) a good standing certificate (to the extent such concept, or an analogous concept, exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (h) the Administrative Agent shall have received at least three Business Days prior to the Fifth Amendment Effective Date, which shall be conclusive. The Administrative Agent all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Revolving Lenders party hereto (who collectively represent the Required Revolving Lenders) acknowledge and agree USA PATRIOT Act, that has been requested at least ten days prior to the Fifth Amendment Effective Date is September 25and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and a Lender has requested in a written notice to the Borrower at least 10 days prior to the Fifth Amendment Effective Date a Beneficial Ownership Certification in relation to the Borrower, 2020such Lender shall have received such Beneficial Ownership Certification with respect to the Borrower at least three Business Days prior to the Fifth Amendment Effective Date (provided that, upon the execution and delivery by such Lender of its signature pages to this Fifth Amendment, the conditions set forth in this clause (h) shall be deemed to be satisfied); (i) the Borrower shall have delivered to the Administrative Agent the notice required by Section 2.03 of the Amended Credit Agreement; and (j) (i) all Existing Initial Term Loans shall have been continued as or replaced with (as applicable) Initial Term Loans under the Amended Credit Agreement and (ii) all Existing Fourth Amendment Term Loans shall have been continued as or replaced with (as applicable) Fourth Amendment Term Loans under the Amended Credit Agreement.

Fifth Amendment Effective Date. This Fifth Amendment shall become effective as of the first date (the “Fifth Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the 2023-A Refinancing Term Lenders and the Administrative Agent): (a) the The Administrative Agent shall have received a counterpart signature page of this Fifth Amendment duly executed by Holdings, the Borrower and each Loan Party, the Administrative Agent and certain Revolving Lenderseach 2023-A Refinancing Term Lender (which, who shallfor the avoidance of doubt, collectively, represent shall constitute the Required Revolving Lenders;). (b) all expenses required The Administrative Agent shall have received a certificate signed by a Responsible Officer of each Loan Party (i) attaching the articles of formation or other or formation documents of such Loan Party and the bylaws, operating agreement or comparable governing document of such Loan Party, in each case, certified by an appropriate Governmental Authority, to be paid by (the extent applicable, or on behalf of) otherwise certifying there have been no changes to such formation or organizational documents since the Borrower date such documents were previously delivered to the Administrative Agent (including pursuant to Section 9.03 ii) certifying that attached thereto are the resolutions of the Credit Agreement Board of Directors (or other governing body) of such Loan Party approving and pursuant to Section 6 hereof) on authorizing the execution, delivery and performance of this Fifth Amendment and the other Loan Documents, as applicable, as being in full force and effect without modification or before amendment as of the Fifth Amendment Effective Date Date, (iii) attaching signature and incumbency certificates of the Responsible Officers of such Loan Party executing Loan Documents to which it is a party and (iv) attaching the good standing certificates described in clause (c) below. (c) The Administrative Agent shall have been (received a certificate of good standing, existence or shall substantially contemporaneously be) paid in full in cash (its equivalent with respect to each Loan Party certified as of a recent date by the appropriate Governmental Authority of the state of incorporation or formation, as the case may be and to the extent invoiced at such concept exists. (i) At least three (3) Business Days prior to the Fifth Amendment Effective Date); , the Administrative Agent and the Lenders shall have received all documentation and other information about the Loan Parties that shall have been reasonably requested in writing at least ten (c10) the representations and warranties set forth in Article 3 of the Credit Agreement shall be true and correct in all material respects on and as of Business Days prior to the Fifth Amendment Effective Date and that the Administrative Agent and the Lenders reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and (ii) if any Borrower (as defined in the Amended Credit Agreement) qualifies as a “legal entity” customer under the Beneficial Ownership Regulation, such Borrower shall deliver a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in relation to such Borrower (as defined in the Amended Credit Agreement). (e) The Administrative Agent shall have received a written legal opinion, reasonably satisfactory to it (addressed to it and each 2023-A Refinancing Term Lender party hereto and dated the Fifth Amendment Effective Date) of: (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP New York counsel to the Loan Parties; and (ii) Xxxxxxxx Xxxxxx LLP, Alberta, British Columbia and Ontario counsel to the Loan Parties. (f) Subject to the provisions of Section 10.04 of the Existing Credit Agreement, the Borrowers shall have paid all fees and other amounts due and payable to the Lead Arrangers and the Administrative Agent in connection with this Fifth Amendment, including reimbursement or payment of reasonable costs and expenses actually incurred by the same effect as though such representations Lead Arranger or the Administrative Agent in connection with this Fifth Amendment, including the reasonable fees, expenses and warranties had been disbursements of counsel for the Lead Arranger and the Administrative Agent. (g) [Reserved]. (h) The Administrative Agent shall have received: (i) A Request for Credit Extension in respect of the 2023-A Refinancing Term Loans to be made on the Fifth Amendment Effective Date; provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; (d) no Event of Default under Section 7 of the Credit Agreement shall be continuing at the time of or immediately after giving effect to the effectiveness of this Amendment; and (eii) A notice of prepayment with respect to the Incremental Liquidity Facility Credit Agreement shall become effective simultaneously Existing Term Loans in accordance with the Fifth Amendment Effective Date. By executing this Amendment, the Required Revolving Lenders and the Administrative Agent shall be deemed to have consented to, approved or accepted, or be satisfied with, or have waived, each Section 2.05(a) of the preceding conditions. Existing Credit Agreement. (i) The Administrative Agent shall post have received a notice solvency certificate, substantially in the form set forth in Exhibit Q to the Existing Credit Agreement (taking into account the nature of effectiveness and occurrence of the transactions contemplated hereby), dated the Fifth Amendment Effective Date, which shall be conclusive. The Administrative Agent and of the Revolving Lenders party hereto Initial Borrower’s President. (who collectively represent the Required Revolving Lendersj) acknowledge and agree that the This Fifth Amendment Effective Date is September 25, 2020shall comply with Section 2.15(d) of the Existing Credit Agreement.