“Benefit Plan” means a “defined benefit plan” (as defined in [Section 3(35)] of ERISA) for which any Borrower or any of its Subsidiaries or ERISA Affiliates has been an “employer” (as defined in Section 3(5) of ERISA) within the past six years or, with respect to a Canadian Guarantor, any Canadian Pension Plan.

"Canadian Pension Plan" shall mean a pension plan that is covered by the applicable pension standards laws of any jurisdiction in Canada including the Pension Benefits Act (Ontario) (or a similar legislation of any other Canadian jurisdiction) and the Income Tax Act (Canada) and that is either # maintained or sponsored by any Loan Party for employees or former employees in Canada or # maintained pursuant to a collective bargaining agreement, or other arrangement under which more than one employer makes contributions and to which a Loan Party is making or accruing an obligation to make contributions or has within the preceding five years made or accrued

Section # ERISA Compliance; Canadian Pension Matters 163162

“Foreign Plan” means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by, or entered into with, any Loan Party or any Subsidiary with respect to employees employed outside the United States and shall include a Canadian Pension Plan.

“Canadian Pension Event” shall mean the occurrence of any of the following: # Holdings, the Lead Borrower or any Subsidiary initiates any action or filing to voluntarily terminate or wind up (in whole or in part) any Canadian Defined Benefit Plan; # the institution of proceedings by a Governmental Authority to terminate or wind-up (in whole or in part) any Canadian Defined Benefit Plan; # the termination or wind-up (in whole or in part) of any Canadian Defined Benefit Plan; or # the withdrawal of any Loan Party or any Subsidiary from any Canadian Multi-Employer Plan where such withdrawal would give rise to an obligation on the part of Holdings, the Lead Borrower or any Subsidiary to contribute to any unfunded liability in respect thereof.

Canadian Revolving Loans. Subject to the terms and conditions set forth herein, each Canadian Lender severally agrees to make loans (each such loan, a “Canadian Revolving Loan”) in Dollars or Canadian Dollars to any Canadian Borrower from time to time on any Business Day during the Canadian Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Canadian Lender’s Canadian Commitment; provided, that, after giving effect to any Canadian Revolving Borrowing, # the Total Canadian Outstandings shall not exceed the Aggregate Canadian Commitments, and # the Canadian Revolving Credit Exposure of any Canadian Lender shall not exceed such Canadian Lender’s Canadian Commitment. Within the limits of each Canadian Lender’s Canadian Commitment, and subject to the other terms and conditions hereof, each Canadian Borrower may borrow Canadian Revolving Loans under this [Section 2.01(b)], prepay Canadian Revolving Loans under [Section 2.05(a)], and reborrow Canadian Revolving Loans under this [Section 2.01(b)]. Canadian Revolving Loans may be Canadian Base Rate Loans, Eurodollar RateTerm SOFR Loans, or Canadian Prime Rate Loans, as further provided herein.

Unsuppressed Canadian Availability. As long as there are any Canadian Total Revolving Credit Outstandings, permit the amount equal to the Canadian Borrowing Base minus Canadian Total Revolving Credit Outstandings to be less than $500,000 at any time.

Canadian Tax Restructuring. Notwithstanding anything to the contrary in this Article VII, ​ and its Subsidiaries may consummate the internal restructuring (the “Canadian Tax Restructuring”) of certain Domestic Subsidiaries and certain Foreign Subsidiaries organized in Canada, France and the United Kingdom, in accordance with the steps set forth on [Schedule 7.5] hereto, and any non-material deviations from such steps so long as ​ delivers such Loan Documents, as are reasonably required by the Loan Documents in order to comply with this Agreement. For purposes of this Section 7.5, a “non-material” step or deviation shall mean any step or deviation, as reasonably determined by the Administrative Agent and ​, from the steps outlined in [Schedule 7.5] hereto, that does not reduce the amount of security or recourse provided to the Lenders under the Loan Documents. In no event shall such Canadian Tax Restructuring, if completed as described in this Section 7.5, be deemed to constitute a Default or Unmatured Default.

Furnish [[Organization B:Organization]] with immediate written notice in the event that an ERISA Event or Canadian Pension Termination Event has occurred, together with a written statement describing such ERISA Event or Canadian Pension Termination Event and the action, if any, which such Loan Party has taken, is taking, or proposes to take with respect thereto.

“2012 Pension Plan Assignment Letter” shall mean that certain letter dated November 13, 2012, from Aon Hewitt to Mr. Robert Moussaid, of EFH, which describes the process and methodology of: # assigning pension plan benefits, # calculating pension plan liabilities, # allocating pension plan assets, and # calculating pension costs among the Company, EFH and certain business segments as set forth in such letter.