“Termination Event” shall mean # the whole or partial withdrawal of the Canadian Borrower or any Canadian Subsidiary from a Canadian Pension Plan during a plan year; or # the filing by a Canadian Borrower or any Canadian Subsidiary of a notice of intention to terminate in whole or in part a Canadian Pension Plan or the treatment of a Canadian Pension Plan amendment by a Canadian Borrower or any Canadian Subsidiary as a termination or partial termination; or # the institution of proceedings by any Governmental Authority to terminate in whole or in part or have a trustee or like body appointed to administer a Canadian Pension Plan, or # any other event or condition which might constitute grounds for the termination of, or winding up of, or the appointment of a trustee or like body to administer, any Canadian Pension Plan.

"Canadian Defined Benefit Pension Plan" means Canadian Pension Plan which contains a "defined benefit provision," as defined in [subsection 147.1(1)] of the ITA.

“Canadian Pension Plans” means, with respect to any Canadian Credit Party, a Canadian Benefit Plan that is considered to be a pension plan for the purposes of any applicable pension benefits or tax statute or regulation in Canada established, maintained or contributed to by such Credit Party for any of its Canadian employees or former Canadian employees.

by no later than three (3) Business Days after receipt thereof by Canadian Borrower or any Canadian Subsidiary, # copies of any notices of any Governmental Authorities’ intention to terminate a Canadian Defined Benefit Pension Plan for which the Canadian Borrower or any Canadian Subsidiary is sponsor or administrator or to have a third party appointed to administer such Canadian Defined Benefit Pension Plan or determination that a whole or partial termination has occurred in respect of any Canadian Defined Benefit Pension Plan; and # copies of any material notices of non-compliance in respect of a Canadian Defined Benefit Pension Plan for which the Canadian Borrower or any Canadian Subsidiary is sponsor or administrator received from any Governmental Authority;

The Canadian Borrower shall cause each of its and its Canadian Subsidiaries’ Canadian Pension Plans for which the Canadian Borrower or any Canadian Subsidiary is sponsor or administrator to be duly registered and administered in material compliance with Applicable Laws and the terms of the Canadian Pension Plans. The Canadian Borrower shall ensure that it and its Canadian Subsidiaries: # file with all applicable Governmental Authorities each required actuarial valuation report prepared for funding purposes in respect of each Canadian Defined Benefit Pension Plan; # pay all amounts required to be paid by it or them in respect of such Canadian Pension Plan when due; # have no Lien on any of its or their property that arises or exists in respect of any Canadian Pension Plan except a Permitted Encumbrance; # do not permit the wind-up and/or termination of any Canadian Pension Plan during the term of this Agreement without the prior written consent of Agent.

“Specified Canadian Pension Plan” means any Canadian Pension Plan which contains a “defined benefit provision”, as defined in subsection 147.1(1) of the Income Tax Act (Canada).

"Canadian Pension Plans" means each plan that is required to be registered under any applicable Canadian federal or provincial legislation, which is maintained or contributed by a Canadian Credit Party in respect of any Person's employment in Canada other than any Canadian plan established by statute, which shall include the Canada Pension Plan maintained by the government of Canada and the Quebec Pension Plan maintained by the Province of Quebec.

95 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES

Pension Plans. (i) The institution of any steps by any Credit Party or any member of its Controlled Group or any applicable regulatory authority to terminate a Canadian Pension Plan or US Pension Plan (in whole or in part) if, as a result of such termination, any Credit Party is required to make an additional contribution to such Canadian Pension Plan or US Pension Plan, or to incur an additional material liability or obligation to such Canadian Pension Plan or US Pension Plan, or # a contribution failure occurs with respect to any US Pension Plan sufficient to give rise to a lien or charge under [Section 302(f)] of ERISA or under any applicable pension benefits legislation in any other jurisdiction.

Establish or terminate, or permit any other Loan Party to establish or terminate, any Canadian Pension Plan or Canadian Benefit Plan or withdraw from any Canadian Union Plan, if such establishment, termination or withdrawal would reasonably be expected to result in any material liability of a Loan Party, or take any other action with respect to any Canadian Pension Plan, Canadian Union Plan or Canadian Benefit Plan which would reasonably be expected to result in any material liability of a Loan Party.