Guaranteed Pension Plans. As of the Effective Date, each contribution required to be made to a Guaranteed Pension Plan by either the [[Organization A:Organization]] or [[Organization C:Organization]] or an ERISA Affiliate, whether required to satisfy the minimum funding requirements described in §302 or §303 of ERISA, the notice or lien provisions of §303(k) of ERISA, or otherwise, has been timely made. As of the Effective Date, no waiver from the minimum funding standards or extension of amortization periods has been received with respect to any Guaranteed Pension Plan. As of the Effective Date, no liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred by either the [[Organization A:Organization]] or [[Organization C:Organization]] or any ERISA Affiliate with respect to any Guaranteed Pension Plan and, except as set forth in [Schedule 4.11(c)], there has not been any ERISA Reportable Event which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of §4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans by more than $500,000.

ERISA; Pension Plans. A Plan shall fail to maintain the minimum funding standard required by [Section 412(a)] of the IRC for any plan year or a waiver of such standard is sought or granted under [Section 412(c)], or a Plan is or shall have been terminated or the subject of termination proceedings under ERISA, or the Borrower or an ERISA Affiliate has incurred a liability to or on account of a Plan under [Section 4062, 4063, 4064, 4201 or 4204]4]4]4]4] of ERISA, and there shall result from any such event or events a Material Adverse Effect; or

“Canadian Pension Plan” means, in respect of any Person, all plans or arrangements which are considered to be pension plans for the purposes of any applicable pension benefits standards statute or regulation in Canada established, maintained or contributed to by such Person for its employees or former employees.

The Canadian Loan Parties shall cause each of its Canadian Benefit Plans and Canadian Pension Plans to be duly qualified and administered in all respects in compliance with, as applicable, the PBA and all applicable laws (including regulations, orders and directives), and the terms of the such plans and any agreements relating thereto. The Canadian Loan Parties shall ensure that, except where failure to do so would not reasonably be expected to have a Material Adverse Effect, # each of them does not engage in a prohibited transaction or violation of the fiduciary responsibility rules with respect to any Canadian Pension Plan that could reasonably be expected to result in liability, and # each of them as a Canadian Pension Plan sponsor or otherwise, shall not, nor shall they permit, the wind up and/or termination of any Canadian Pension Plan. None of the Canadian Loan Parties shall, without the consent of the Administrative [[Organization B:Organization]], maintain, administer, contribute or have any liability in respect of any Canadian Defined Benefit Plan or acquire an interest in any Person if such Person sponsors, maintains, administers or contributes to, or has any liability in respect of any Canadian Defined Benefit Plan.

Pension and Profit Sharing Plans. Loggenberg shall be entitled to participate in the ​ plan and quarterly profit sharing plan adopted by the ​ for the benefit of its officers and/or regular employees.

"Canadian Benefit Plan" shall mean any plan, fund, program, or policy, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, providing material employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings benefits, under which any Loan Party has any liability with respect to any employee or former employee in Canada, but excluding any Canadian Pension Plans.

“Canadian Pension Event” means # the institution of any steps by any Loan Party or any applicable regulatory authority to terminate a Canadian Pension Plan (wholly or in part) if, as a result of such termination, any Loan Party may be required to make an additional contribution to such Canadian Pension Plan, or to incur an additional liability or obligation to such Canadian Pension Plan, equal to or in excess of ​ or the equivalent thereof in another currency, # failure of Holdings or any Subsidiary to # make all payments with respect to Canadian Pension Plans when due, except where failure to do so could not reasonably be expected to result in a Material Adverse Effect or # operate each Canadian Pension Plan in such a manner that will not incur material liability under the Income Tax Act (Canada) and applicable Canadian Employee Benefits Legislation, except where failure to do so could not reasonably be expected to result in a Material Adverse Effect, or # if any Loan Party maintains, sponsors, administers, contributes to, participates in or assumes or incurs any liability in respect of any Canadian Defined Benefit Plan or amalgamates with any Person if such Person sponsors, administers, contributes to, participates in or has any liability in respect of, any Canadian Defined Benefit Plan.

Canadian Directors. If a Deferred Stock Unit granted to an Eligible Director who is a Canadian Director would otherwise constitute a Salary Deferred Arrangement, the Award Agreement pertaining to that Deferred Stock Unit shall contain such other or additional terms as will cause the Deferred Stock Unit to be a Prescribed Plan or Arrangement.

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 # $1,000,000 at any time between and including the Seventh Amended Effective Date and June 15, 2018, or # $1,500,000, at any time on or after June 16, 2018.

Pension Supplement. You are entitled to a ​ annual pension supplement (“Pension Supplement”) as described in this paragraph 4 upon completion of ten (10) years of service with A. O. Smith (the “Corporation”). Payment of the Pension Supplement will commence upon your separation from service from the Corporation and its affiliates. The supplement will be paid semi-monthly in the amount of ​. The term “separation from service” has the meaning given in Internal Revenue Code Section 409A and the regulations thereunder (“[Section 409A]”).

The Canadian Loan Parties are in compliance with the requirements of the Pension Benefits Act (Ontario) (“PBA”) and other federal or provincial laws with respect to each # Canadian Pension Plan, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and # Canadian Defined Benefit Plan. No fact or situation that may reasonably be expected to result in a Material Adverse Effect exists in connection with any Canadian Pension or Canadian Defined Benefit Plan. No Canadian Pension Termination Event has occurred. No Canadian Loan Party has, or has had in the last 5 years, a Canadian Defined Benefit Plan. The Financial Services Commission of Ontario ("FSCO") has not issued any default or other breach notices in respect of any Canadian Defined Benefit Plan. No lien has arisen, choate or inchoate, in respect of any Canadian Guarantor or their Subsidiaries or their property in connection with any Canadian Pension Plan (save for contribution amounts not yet due).

a Canadian Pension Termination Event shall occur; or there is an appointment by the appropriate Governmental Authority of a replacement administrator to administer any Canadian Defined Benefit Plan; or if any Canadian Defined Benefit Plan shall be terminated or a replacement administrator is appointed; or if a Canadian Loan Party is in default with respect to payments to a Canadian Defined Benefit Plan; or a Canadian Loan Party completely or partially withdraws from a Canadian Defined Benefit Plan which is a multi-employer pension plan, as defined under the applicable pension standards legislation; or any Lien arises (save for contribution amounts not yet due) in connection with any Canadian Pension Plan, which would be reasonably likely to exceed the Threshold Amount.

“Canadian Pension Plan” means a pension plan that is a “registered pension plan” (as defined in the Income Tax Act (Canada)) or that is required to be registered under, or is subject to, the Pension Benefits Act (Ontario) or other Canadian federal or provincial law with respect to pension benefits standards and that is maintained or contributed to by a Loan Party or any of its Subsidiaries for its Canadian employees or former employees, but does not include the Canada Pension Plan or the Quebec Pension Plan as maintained by the Government of Canada or the Province of Quebec, respectively.

Section # ERISA Compliance; Canadian Pension Matters 163162

"Canadian Defined Benefit Plan" shall mean a Canadian Pension Plan for the purposes of any applicable pension benefits standards statute or regulation in Canada which contains a "defined benefit provision" as defined in subsection 147.1(1) of the Income Tax Act (Canada).

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 ​ 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.

Plans. In connection with the performance of the work necessary to prepare the Expansion Space for Tenant’s occupancy and business operations, including without limitation, the installation of all furniture and fixtures (“Tenant’s ES Fitout”), Tenant shall engage the Approved Contractor as Tenant’s general contractor and AHA Consulting Engineers, Inc. as Tenant’s MEP Engineer, and Perkins & Will as Tenant’s architect. Furthermore, in connection with Tenant’s ES Fitout, Tenant shall submit to Landlord for Landlord’s approval # the name of and other reasonably requested information regarding any subcontractors performing work affecting the structural elements of, or any of the utility or Building service equipment or systems in, the Building (the “ES Subcontractors”); # on or before ​, an electronic copy and four (4) full-sized copies of design/ development plans with sufficient information and detail to accurately describe the proposed design of the Expansion Space and document the programmatic requirements for Tenant’s ES Fitout (the “ES Design/ Development Plans”), and # on or before ​, an electronic copy and four (4) full-sized copies of a fully coordinated set of architectural, structural, mechanical, electrical and plumbing engineering plans and specifications based on the approved Design Development Plans and in a form which is sufficiently complete to allow the Approved Contractor and subcontractors to bid on the work and to obtain all applicable permits for Tenant’s ES Fitout (“Final ES Construction Drawings”). The ES Design/Development Plans and the Final ES Construction Drawings are collectively referred to herein as the “ES Plans.” Landlord’s approval of the ES Subcontractors shall not be unreasonably withheld, conditioned or delayed and Landlord's approval of the ES Design/Development Plans (and the Final ES Construction Drawings, provided that the Final ES Construction Drawings are consistent with the ES Design/Development Plans) shall not be unreasonably withheld, conditioned or delayed provided the ES Plans comply with the requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building and the Property; and provided, further that Landlord may withhold its approval in its sole discretion with respect to Restricted Alterations. Landlord’s approval is solely given for the benefit of Landlord and Tenant under this [Section 3] and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of the ES Plans for any other purpose whatsoever. Any request for approval of the ES Plans shall be accompanied by # a certification from a licensed code engineer that such plans are code compliant, and # a certification from Landlord’s MEP engineer that the ES Plans are compatible with the base building design. If Tenant timely submits drafts of the ES Plans for review and approval, Landlord shall use commercially reasonable efforts to respond to any timely request for approval of the ES Plans within twelve (12) business days after receipt thereof; provided, however, so long as Perkins & Will is the architect for Tenant’s ES Fitout, Landlord shall use commercially reasonable efforts to respond to any timely request for approval of the ES Plans within five (5) business days after receipt thereof. Landlord shall notify Tenant in reasonable detail if any of the ES Plans are unsatisfactory or incomplete in any respect. In the event Landlord disapproves any of the ES Plans, Tenant shall revise the same to address Landlord’s comments and shall submit such revised ES Plan to Landlord for approval (and such process shall be continued until such ES Plan is approved by Landlord). Tenant shall not make any amendments, deletions or additions to the Final ES Construction Drawings approved by Landlord without Landlord’s prior written consent.