Determination of Dollar Amounts. The Administrative Agent will determine the Dollar Amount of: # each Loan as of the date three (3) Business Days prior to the date on which such Loan is to be made or, if applicable, date of conversion/continuation of such Loan, and # all outstanding Loans on and as of the last Business Day of each calendar quarter and on any other Business Day elected by the Administrative Agent in its discretion or upon instruction by the Required Lenders. Each day upon or as of which the Administrative Agent determines Dollar Amounts as described in the preceding clauses (a) and (b) is herein described as a “Computation Date” with respect to each Loan for which a Dollar Amount is determined on or as of such day. If at any time the Dollar Amount of # the aggregate principal amount of outstanding Loans exceeds the Total Commitment Amount, or # the aggregate outstanding principal Dollar Amount of all Loans in Agreed Currencies other than Dollars exceeds the Maximum Foreign Currency Amount, the Borrower shall immediately make a payment on the Loans sufficient to eliminate such excess.

Determination of Dollar Amounts. The Administrative Agent will determine the Dollar Amount of: # each Loan as of the date three (3) Business Days prior to the date on which such Loan is to be made or, if applicable, date of conversion/continuation of such Loan, and # all outstanding Loans on and as of the last Business Day of each calendar quarter and on any other Business Day elected by the Administrative Agent in its discretion or upon instruction by the Required Lenders. Each day upon or as of which the Administrative Agent determines Dollar Amounts as described in the preceding clauses (a) and (b) is herein described as a “Computation Date” with respect to each Loan for which a Dollar Amount is determined on or as of such day. If at any time the Dollar Amount of # the aggregate principal amount of outstanding Loans exceeds the Total Commitment Amount, or # the aggregate outstanding principal Dollar Amount of all Loans in Agreed Currencies other than Dollars exceeds the Maximum Foreign Currency Amount, the Borrower shall immediately make a payment on the Loans sufficient to eliminate such excess.

Reimbursement Obligations. 59

Whenever it is necessary or desirable at any time to determine the Equivalent Amount in Canadian Dollars of an amount expressed in U.S. Dollars or any other currency, as applicable, or vice-versa (specifically including the determination of the Equivalent Amount in Canadian Dollars of any portion of the Advance made in U.S. Dollars), the Equivalent Amount shall be determined by reference to the Exchange Rate on the date of such determination.

Whenever it is necessary or desirable at any time to determine the Equivalent Amount in Canadian Dollars of an amount expressed in any other Qualified Currency, or vice-versa (specifically including for greater certainty the determination of whether the Outstanding Principal Amount under any Facility or Tranche exceeds the maximum amount of such Facility or Tranche), the Equivalent Amount shall be determined by reference to the Exchange Rate on the date of such determination. Notwithstanding the foregoing, however, for the purpose of determining the fees applicable to Letters of Credit issued under Facility A and the standby fees applicable to Facility A and Facility C, the Agent shall make such determination based upon the Exchange Rate in effect on the first Business Day of the month in which such determination is made.

Whenever it is necessary or desirable at any time to determine the Equivalent Amount in Canadian Dollars of an amount expressed any other currency, or vice-versa, the Equivalent Amount shall be determined by reference to the Exchange Rate on the date of such determination.

Determination of Dollar Amounts. The Administrative Agent will determine the Dollar Amount of: # each Loan as of the date three (3) Business Days prior to the date on which such Loan is to be made or, if applicable, date of conversion/continuation of such Loan, and # all outstanding Loans on and as of the last Business Day of each calendar quarter and on any other Business Day elected by the Administrative Agent in its discretion or upon instruction by the Required Lenders. Each day upon or as of which the Administrative Agent determines Dollar Amounts as described in the preceding clauses (a) and (b) is herein described as a “Computation Date” with respect to each Loan for which a Dollar Amount is determined on or as of such day. If at any time the Dollar Amount of # the aggregate principal amount of outstanding Revolving Loans exceeds the Total Commitment Amount (excluding the Term Loans), or # the aggregate outstanding principal Dollar Amount of all Loans in Agreed Currencies other than Dollars exceeds the Maximum Foreign Currency Amount, the Borrower shall immediately make a payment on the Loans sufficient to eliminate such excess.

Determination of Amounts Earned. In determining the amounts earned by a Participant pursuant to an Award granted subject to Performance Goals, the Committee will have the right to # reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant to the assessment of individual or corporate performance for the Performance Period, # determine what actual Award, if any, will be paid in the event of a termination of employment as the result of a Participant’s death or Disability or upon a Change in Control or in the event of a termination of employment following a Change in Control prior to the end of the Performance Period, and # determine what actual Award, if any, will be paid in the event of a termination of employment other than as the result of a Participant’s death or Disability prior to a Change of Control and prior to the end of the Performance Period to the extent an actual Award would have otherwise been achieved had the Participant remained employed through the end of the Performance Period.

Determination of Indemnification Amounts; Insurance . After the giving of any Claim Notice, the amount of indemnification to which an Indemnified Person shall be entitled under this [Article IX] shall be determined: # by the written agreement between the Indemnified Person and a Seller; # by a final judgment or decree of the arbitrator or arbitration tribunal, or court of competent jurisdiction, as applicable; # pursuant to [Section 9.7] with respect to non-Third Party Claims or # by any other means to which the Indemnified Person and such Seller shall mutually agree in writing. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Person shall have the burden of proof in establishing the amount of Damages suffered by it. The amount of any and all Damages under this [Article IX] shall be determined net of any insurance proceeds actually received by any such Indemnified Person in respect of any such Damages. In the event that any such insurance proceeds are not received until after an indemnification claim has been paid hereunder, then the amount of any such insurance proceeds will be applied, first, to refund any payments made by any Seller which would not have been paid had such recovery been made prior to payment and, second, any excess to the Indemnified Person. For any Damages payable under this [Article IX], each Indemnified Person shall use commercially reasonable efforts to collect any amounts available under applicable insurance policies. Each Party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Damages. If an Indemnified Person actually recovers from third Persons any amount in respect of a matter with respect to which a Seller has indemnified such Indemnified Person pursuant to this Agreement, such Indemnified Person shall promptly pay over to such Seller the amount so recovered, up to the amount previously so paid by such Seller to or on behalf of the Indemnified Person in respect of such matter (net of any reasonable costs of collection, deductibles, increases in premiums and reasonable expenses arising directly therefrom and actually incurred by the Indemnified Person). Each of the Parties agrees to take commercially reasonable steps to mitigate their respective Damages, in each case, to the extent required by, and in accordance with, applicable Law.

Determination of Dollar Amounts. The Administrative Agent will determine the Dollar Amount of: # each Loan as of the date three (3) Business Days prior to the date on which such Loan is to be made or, if applicable, date of conversion/continuation of such Loan, and # all outstanding Loans on and as of the last Business Day of each calendar quarter and on any other Business Day elected by the Administrative Agent in its discretion or upon instruction by the Required Lenders. Each day upon or as of which the Administrative Agent determines Dollar Amounts as described in the preceding clauses (a) and (b) is herein described as a “Computation Date” with respect to each Loan for which a Dollar Amount is determined on or as of such day. If at any time the Dollar Amount of # the aggregate principal amount of outstanding Revolving Loans exceeds the Total Commitment Amount (excluding the Term Loans), or # the aggregate outstanding principal Dollar Amount of all Loans in Agreed Currencies other than Dollars exceeds the Maximum Foreign Currency Amount, the Borrower shall immediately make a payment on the Loans sufficient to eliminate such excess.