Canadian Benefit Plans. No Credit Party sponsors, contributes to or administers any Canadian Pension Plans. Except as could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, # all obligations of each Credit Party (including fiduciary, contribution, funding, investment and administration obligations) required to be performed in connection with the Canadian Benefit Plans and any funding agreements therefor under the terms thereof and applicable statutory and regulatory requirements, have been performed in a timely and proper fashion, and # there have been no improper withdrawals or applications of the assets of any Credit Party’s Canadian Benefit Plans. There are no outstanding material disputes concerning the assets or liabilities of any Credit Party’s Canadian Benefit Plans.

Seller Party # acknowledges that the Equity Consideration has not been qualified for distribution to the public in Canada, # represents and warrants that it is not a resident of Canada nor acting for the account or benefit of a Canadian resident or Person in Canada, # acknowledges that the Equity Consideration was not offered to Seller Party in Canada, # represents and warrants that Seller Party was, at the time of agreeing to purchase the Equity Consideration, and will be at Closing, located outside of Canada, and # represents and warrants that Seller Party is purchasing the Equity Consideration hereunder as principal;

The Canadian Swingline Lender is authorized by the Canadian Lenders and shall, subject to the provisions of this Section, make Canadian Swingline Loans up to the Canadian Swingline Sublimit in the aggregate outstanding at any time consisting of Canadian Prime Rate Loans or U.S. Index Rate Loans, upon a Notice of Borrowing (which may be sent electronically) received by the Agent and the Canadian Swingline Lender (which Notice of Borrowing, at the Canadian Swingline Lender’s discretion, may be submitted prior to 1:00 p.m., Local Time, on the Business Day on which such Canadian Swingline Loan is requested) provided further that the Canadian Swingline Lender shall not be obligated to make any Canadian Swingline Loan at any time when any Canadian Lender is at such time a Defaulting Lender hereunder, unless the Canadian Swingline Lender has entered into satisfactory arrangements with the Borrowers or such Canadian Lender to eliminate the Swingline Lender’s Fronting Exposure. Canadian Swingline Loans shall be subject to periodic settlement with the Canadian Lenders under Section 2.7 below; provided, however, that during the months of November and December of each calendar year the Agent shall settle Canadian Swingline Loans at such times as it shall determine, in its discretion.

Canadian Pension Event. A Canadian Pension Event occurs with respect to a Canadian Pension Plan or Canadian Union Plan which has resulted or could reasonably be expected to result in Liability of any Loan Party to the Canadian Pension Plan, Canadian Union Plan or other Person in an aggregate amount in excess of $2,000,000 or which could reasonably likely result in a Material Adverse Effect; or

“Local Time” means # with respect to any Loan or Borrowing denominated in dollars or Canadian Dollars or any Letter of Credit denominated in dollars or Canadian Dollars, New York City time, and # with respect to any Loan or Borrowing denominated in a Permitted Foreign Currency or any Letter of Credit denominated in a Permitted Foreign Currency (in each case other than Canadian Dollars), London time.

“Canadian Dollar Loan” means any Loan denominated in Canadian Dollars.

notwithstanding any other term in this Agreement, no Advance denominated in Canadian Dollars may be converted into an Advance denominated in US Dollars and no Advance denominated in US Dollars may be converted into an Advance denominated in Canadian Dollars;

“Relevant Interbank Market” means # with respect to any currency (other than Euros or Canadian Dollars), the London interbank market, # with respect to Euros, the European interbank market and # with respect to Canadian Dollars, the Canadian interbank market.

Under the Existing Credit Agreement, on the First Amendment Effective Date, the Canadian Term Lenders made a single Canadian Term Loan in Canadian dollars to the Parent Borrower. Upon the effectiveness of this Agreement on the Closing Date, the Canadian Term Loans shall remain outstanding Obligations of the Parent Borrower and be deemed to be the “Canadian Term Loans” under this Agreement in the amount set forth opposite such Lender’s name on [Schedule 2.01] under the caption “Canadian Term Loans”. The Canadian Borrower may prepay the Canadian Term Loans but shall have no right to reborrow any portion of the Canadian Term Loans which is repaid or prepaid from time to time. With respect to the Canadian Term Loan Facility only, for purposes of determining the Canadian Dollar Equivalent, the Administrative Agent shall use the rate of exchange for Canadian interbank transactions at which Canadian dollars may be exchanged into U.S. dollars or at which U.S. dollars may be exchanged into Canadian dollars, respectively, established by the Bank of Canada as quoted at approximately the end of business (Standard Time) on the Business Day immediately preceding the Closing Date (the “Canadian Term Facility Exchange Rate”). Thereafter, the Canadian Term Facility Exchange Rate shall be fixed during the life of the Canadian Term Loan Facility.

payable other than in Dollars or Canadian Dollars;