Canadian Pension and Benefit Plans. All obligations of the Canadian Borrowers and their Subsidiaries under each Canadian Pension Plan and Canadian Benefit Plan have been performed in accordance with the terms thereof and any Requirement of Law (including, without limitation, the Income Tax Act (Canada) and the Supplemental Pension Plans Act (Québec)), except where the failure to so perform would not reasonably be expected to result in a Material Adverse Effect. No Canadian Pension Plan has any unfunded liabilities which would reasonably be expected to have a Material Adverse Effect.

Canadian Pension and Benefit Plans . All obligations of the Borrower and any of its Subsidiaries under each Canadian Pension Plan and Canadian Benefit Plan have been performed in accordance with the terms thereof and any Requirement of Law (including, without limitation, the Income Tax Act (Canada) and the Supplemental Pension Plans Act (Québec)), except where the failure to so perform would not reasonably be expected to result in a Material Adverse Effect. No Canadian Pension Plan has any unfunded liabilities which would reasonably be expected to have a Material Adverse Effect.

The Canadian Borrower and its Subsidiaries are in compliance with the requirements of the Pension Benefits Act (Ontario) or similar legislation of another Canadian province or territory and the Income Tax Act (Canada), except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect. No fact or situation that may reasonably be expected to result in a Material Adverse Effect exists in connection with any Canadian Pension Plan. No Termination Event has occurred, which could reasonably be expected to result in a Material Adverse Effect. No Lien has arisen, choate or inchoate, in respect of the Canadian Borrower or its Subsidiaries or their property in connection with any Canadian Pension Plan (save for contribution amounts not yet due), which could reasonably be expected to result in a Material Adverse Effect. Other than as disclosed on [Schedule 3.10], neither the Canadian Borrower nor any of its Subsidiaries maintain, administer, contribute to or have any liability in respect of any Canadian Defined Benefit Pension Plan. No Canadian Defined Benefit Pension Plan has a solvency or wind-up deficiency greater than $1,000,000 Canadian Dollars as evidenced by the most recent actuarial report prepared for such Canadian Defined Benefit Pension Plan and provided to Agent.

The Canadian Pension Plans, if applicable, are duly registered under the Income Tax Act (Canada) and all other applicable laws which require registration and no event has occurred which is reasonably likely to cause the loss of such registered status, except as would not reasonably be expected to have a Material Adverse Effect. All material obligations (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Canadian Pension Plans and Canadian Benefit Plans and any funding agreements therefor have been performed in a timely fashion, and for greater certainty, no contribution failure has occurred thereunder, except as would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the General Partner, the Borrowers, and the Subsidiaries there have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans by the General Partner, any Borrower, or any Subsidiary, except as would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the General Partner, the Borrowers, and the Subsidiaries, there are no material outstanding disputes or proceedings concerning the assets of the Canadian Pension Plans or the Canadian Benefit Plans and no steps have been taken to terminate any Canadian Pension Plan or Canadian Benefit Plan and no circumstances exist which would be reasonably likely to result in the termination of any such Canadian Pension Plan or Canadian Benefit Plan, except as would not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, there are no actions, claims or proceedings other than routine claims for benefits which have been commenced against or in respect of any of the Canadian Pension Plans or the Canadian Benefit Plans, and to the knowledge of the Borrowers and Subsidiaries after due inquiry, none are reasonably expected to be asserted against any Canadian Pension Plan, the Canadian Benefit Plan or the assets thereof that would create a material liability. Based on the most recent actuarial valuations whether filed with government authorities or not (including, without limitation, the Canadian Pension Regulator), each of the Canadian Pension Plans, if any, was fully funded on a solvency basis as of the date of such actuarial valuations and no Canadian Pension Plan or Canadian Benefit Plan is “unfunded” on either a solvency or going concern basis. No benefit plan constituted under a Canadian Pension Plan or Canadian Benefit Plan was unfunded or self-insured. No Canadian Benefit Plan that is a group insurance plan had a material deficit reserve. Each of the General Partner, the Borrowers and the Subsidiaries have fulfilled their material obligations in respect of any Canadian Union-Administered Plan as required pursuant to any collective agreement and applicable law, and no contribution failure has occurred, except as would not reasonably be expected to have a Material Adverse Effect. No Canadian Union-Administered Plan requires contributions beyond the then current accrual rate. For greater certainty, no Canadian Union-Administered Plan requires deficit or withdrawal payments, except as would not reasonably be expected to have a Material Adverse Effect. There are no disputes, claims or proceedings, either pending or threatened, in connection with the obligations of the General Partner, any Borrower or any Subsidiary in respect of any Canadian Union-Administered Plan, except as would not reasonably be expected to have a Material Adverse Effect. None of the General Partner, any Borrower or any Subsidiary has any knowledge, nor any right to obtain knowledge, with respect to: # the terms of any Canadian Union-Administered Plan; # whether or not there are any outstanding disputes with parties other than the General Partner, any Borrower, and any Subsidiary in respect of any Canadian Union-Administered Plan; # whether or not each Canadian Union-Administered Plan has been administered in accordance with applicable law; nor # whether or not the assets of each Canadian Union-Administered Plan are sufficient to provide projected benefits; and none of the General Partner, any Borrower or any Subsidiary has any obligation to make inquiries in respect of the foregoing or monitor the administration or funded status in respect of any Canadian Union-Administered Plan.

. The Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and all other Applicable Laws which require registration and no event has occurred which is reasonably likely to cause the loss of such registered status. All material obligations of each Credit Party (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Canadian Pension Plans and Canadian Benefit Plans and any funding agreements therefor have been performed in a timely fashion, except where # the failure to do so could not reasonably be expected to have a Material Adverse Effect and # no Lien (other than a Permitted Lien) is created thereby. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans by any Credit Party or its Affiliates except where such withdrawals or applications could not reasonably be expected to have a Material Adverse Effect. There are no material outstanding disputes involving any Credit Party or its Affiliates concerning the assets of the Canadian Pension Plans or the Canadian Benefit Plans except where such disputes could not reasonably be expected to have a Material Adverse Effect. No Canadian Plan Termination Event has occurred that would be reasonably likely to have a Material Adverse Effect. No Governmental Authority has issued any default or other breach notices in respect of any Canadian Pension Plan, except where such notices could not reasonably be expected to have a Material Adverse Effect. As of the ClosingAmendment No. 4 Effective Date, [Schedule 8.24] contains a list of each Canadian Pension Plan. The Canadian Borrower has provided the Lenders with a copy of the actuarial valuation for each Canadian Defined Benefit Plan most recently filed with the applicable Governmental Authorities to the extent requested by the Administrative Agent.

For each existing and hereafter Canadian Benefit Plan and Canadian Pension Plan, if any, each Loan Party will, and will cause each Subsidiary to, 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), unless any failure to so comply or perform could not reasonably be expected to have a Material Adverse Effect.

The Canadian Pension Plans are duly registered under the Canadian ITA and all other material applicable laws which require registration. As of the Effective Date, none of the Canadian Pension Plans is a Canadian Defined Benefit Plan. Except as would not reasonably be expected to have a Material Adverse Effect, each relevant Loan Party and each of their Restricted Subsidiaries has complied with and performed in all of its obligations under and in respect of the Canadian Pension Plans under the terms thereof, any funding agreements and all applicable laws (including any fiduciary, funding, investment and administration obligations). Except as would not reasonably be expected to have a Material Adverse Effect, all material employer and employee payments, contributions or premiums to be remitted, paid to or in respect of each Canadian Pension Plan have been paid in a timely fashion in accordance with the terms thereof, any funding agreement and all applicable laws. Except as would not reasonably be expected to