Common use of Canadian Benefit and Pension Plans Clause in Contracts

Canadian Benefit and Pension Plans. (i) The Parent and the Borrower will cause to be delivered to the Agents, promptly upon the Agents’ written request, a copy of each Canadian Benefit Plan and Canadian Pension Plan (or, where any such Canadian Benefit Plan or Canadian Pension Plan is not in writing, a complete description of all material terms thereof) and, if applicable, related trust agreements or other funding instruments and all amendments thereto, and all written interpretations thereof and written descriptions thereof that have been distributed to employees or former employees of the Loan Parties. (ii) The Parent and the Borrower shall obtain and to provide the Agents upon their request with written confirmation from the applicable Governmental Authorities that each Canadian Pension Plan maintained and sponsored by the Loan Parties which is required to be registered with any Governmental Authority under the Income Tax (Canada) or under any other Requirement of Law has been registered. Each Loan Party shall ensure that the Canadian Pension Plans maintained and sponsored by the Loan Parties retain their registered status under and are administered in all material respects in accordance with the applicable pension plan text, funding agreement, the Income Tax Act (Canada) and all other Requirements of Law. (iii) The Parent and the Borrower shall cause all reports and disclosures relating to any Canadian Pension Plans maintained or sponsored by a Loan Party that are required by the plan or any Requirement of Law to be filed or distributed in a timely manner and shall promptly notify the Agents on becoming aware of any Pension Plan Termination Event. (iv) The Parent and the Borrower shall cause each Loan Party to perform in all material respects all obligations (including (if applicable), funding, investment and administration obligations) required to be performed by it in connection with each Canadian Pension Plan and Canadian Benefit Plan and the funding therefor; make and pay all employer contributions and premiums required to be made or paid by it in accordance with the terms of the applicable Canadian Pension Plan and Canadian Benefit Plan and all Requirements of Law and withhold by way of authorized payroll deductions or otherwise collect and pay into the plan all employee contributions required to be withheld or collected by it in accordance with the terms of the applicable Canadian Pension Plan and Canadian Benefit Plan and all Requirements of Law.

Canadian Benefit and Pension Plans. To the extent failure to comply with the following representations or warranties could not reasonably be expected to have a Material Adverse Effect: (i) The Parent and the Borrower will cause to be delivered to the Agents, promptly upon the Agents’ written request, a copy of each Canadian Benefit Plan and Canadian Pension Plan (or, where any such Canadian Benefit Plan or Canadian Pension Plan is not in writing, a complete description of all material terms thereof) and, if applicable, related trust agreements or other funding instruments and all amendments thereto, and all written interpretations thereof and written descriptions thereof that have been distributed to employees or former employees of the Loan Parties. (ii) The Parent and the Borrower shall obtain and to provide the Agents upon their request with written confirmation from the applicable Governmental Authorities that each Canadian Pension Plan maintained and sponsored by the Loan Parties which is required to be registered with any Governmental Authority under the Income Tax (Canada) or under any other Requirement of Law has been registered. Each Loan Party shall ensure that the Canadian Pension Plans maintained and sponsored by (as defined in the Loan Parties retain their Credit Agreement) are duly registered status under and are administered in all material respects in accordance with any applicable law which requires registration and no event has occurred that is reasonably likely to cause the applicable pension plan text, funding agreement, loss of such registered status; (ii) all material obligations of each Post Transaction Subsidiary organized under the Income Tax Act (Canada) and all other Requirements laws of Law. (iii) The Parent and the Borrower shall cause all reports and disclosures relating to any Canadian Pension Plans maintained or sponsored by a Loan Party that are required by the plan Canada or any Requirement of Law to be filed or distributed in a timely manner and shall promptly notify province thereof (the Agents on becoming aware of any Pension Plan Termination Event. (iv“Canadian Subsidiaries”) The Parent and the Borrower shall cause each Loan Party to perform in all material respects all obligations (including (if applicable)fiduciary, funding, investment and administration obligations) required to be performed by it in connection with the Canadian Pension Plans and the funding agreements therefor have been performed in a timely fashion; (iii) there have been no improper withdrawals of the assets of the Canadian Pension Plans or the Canadian Benefit Plans (as defined in the Credit Agreement); (iv) there are no outstanding disputes concerning the assets held under the funding agreements for the Canadian Pension Plans; (v) each of the Canadian Pension Plans, which is a defined benefit registered pension plan, is fully funded both on an ongoing basis and on a solvency basis (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities (as defined in the Credit Agreement) and which are consistent with generally accepted actuarial principles); (vi) there has been no partial termination of any Canadian Pension Plan and no facts or circumstances have occurred or existed that could result in the declaration of a partial termination of any Canadian Pension Plan under applicable law; (vii) no promises of benefit improvements under the Canadian Pension Plans or the Canadian Benefit Plan Plans have been made and in any event no such improvements will result in a solvency deficiency or going concern unfunded liability in the funding thereforaffected Canadian Pension Plans; make and pay (viii) all employer contributions and or premiums required to be made or paid by it the Canadian Subsidiaries to the Canadian Pension Plans or the Canadian Benefit Plans have been made or paid in a timely fashion in accordance with the terms of such plans and applicable law; (ix) all employee contributions to the applicable Canadian Pension Plan and Plans or the Canadian Benefit Plan and all Requirements of Law and withhold Plans by way of authorized payroll deductions deduction or otherwise collect and pay into the plan all employee contributions required to be have been properly withheld or collected by it the Canadian Subsidiaries and fully paid into such plans in accordance with a timely manner; (x) the terms of the applicable pension fund under each Canadian Pension Plan is exempt from the payment of any income tax and there are no taxes, penalties or interest owing in respect of any such pension fund; and (xi) all material reports and disclosures relating the Canadian Benefit Plan Pension Plans required by such plans and all Requirements of Lawapplicable law have been filed or distributed in a timely manner.

Canadian Benefit and Pension Plans. Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) The Parent and the Borrower will cause to be delivered to the Agents, promptly upon the Agents’ written request, a copy of each Canadian Benefit Plan and Canadian Pension Plan (or, where any such Canadian Benefit Plan or Canadian Pension Plan is not in writing, a complete description of all material terms thereof) and, if applicable, related trust agreements or other funding instruments and all amendments thereto, and all written interpretations thereof and written descriptions thereof that have been distributed to employees or former employees of the Loan Parties. (ii) The Parent and the Borrower shall obtain and to provide the Agents upon their request with written confirmation from the applicable Governmental Authorities that each Canadian Pension Plan maintained and sponsored by the Loan Parties which is required to be registered with any Governmental Authority under the Income Tax (Canada) or under any other Requirement of Law has been registered. Each Loan Party shall ensure that the Canadian Pension Plans maintained and sponsored by the Loan Parties retain their are duly registered status under and are administered in all applicable provincial pension benefits legislation; (ii) all material respects in accordance with obligations of the applicable pension plan text, funding agreement, the Income Tax Act (Canada) Borrowers and all other Requirements of Law. (iii) The Parent and the Borrower shall cause all reports and disclosures relating to any Canadian Pension Plans maintained or sponsored by a Loan Party that are required by the plan or any Requirement of Law to be filed or distributed in a timely manner and shall promptly notify the Agents on becoming aware of any Pension Plan Termination Event. (iv) The Parent and the Borrower shall cause each Loan Party to perform in all material respects all obligations their respective Subsidiaries (including (if applicable)fiduciary, funding, investment and administration obligations) required to be performed by it in connection with each the Canadian Pension Plan and Plans, the Canadian Benefit Plan Plans and the funding thereforagreements therefor have been performed in a timely fashion; make and pay (iii) there are no outstanding disputes concerning the assets held pursuant to any such funding agreement; (iv) all employer contributions and or premiums required to be made by either Borrower or paid by it any of its Subsidiaries to the Canadian Pension Plans and the Canadian Benefit Plans have been made in a timely fashion in accordance with the terms of such plans and applicable laws and regulations; (v) all employee contributions to the applicable Canadian Pension Plan Plans and the Canadian Benefit Plan and all Requirements of Law and withhold Plans required to be made by way of authorized payroll deductions deduction have been properly withheld and fully paid into such plans in a timely fashion; (vi) all reports and disclosures relating to the Canadian Pension Plans and Canadian Benefit Plans required by any applicable laws or otherwise collect and pay into regulations have been filed or distributed in a timely fashion; (vii) to the plan all employee contributions required to be withheld or collected by it in accordance with the terms knowledge of the applicable Borrowers, there have been no improper withdrawals, or applications of, the assets of any of the Canadian Pension Plans; (viii) there have been no partial terminations of any Canadian Pension Plan and, to the knowledge of the Borrowers, no circumstances exist or have existed that could result, or be reasonably anticipated to result, in the declaration of a partial termination of any Canadian Pension Plan under applicable laws; (ix) no amount is owing by or in respect of any of the Canadian Pension Plans under the ITA or any provincial taxation statute; (x) each of the Canadian Pension Plans which is a defined benefit registered pension plan is fully funded both on an ongoing basis and on a solvency basis pursuant to actuarial assumptions and methods which are utilized in the valuation last filed with the applicable governmental authorities for such plan and which are consistent with generally accepted actuarial principles; and (xi) the Borrowers, after diligent enquiry, have neither any knowledge, nor any grounds for believing, that any of the Canadian Benefit Plan and all Requirements Pension Plans is the subject of Lawan investigation, any other proceeding, an action or a claim.

Canadian Benefit and Pension Plans. (i) The Parent and the Borrower will cause to be delivered to the Agents, promptly upon the Agents’ written request, a copy of each Canadian Benefit Plan Plans and Canadian Pension Plan (orPlans are and have been duly established, where any such Canadian Benefit Plan or Canadian Pension Plan is not in writing, a complete description of all material terms thereof) andregistered, if applicable, related trust agreements or other funding instruments and all amendments theretoadministered, funded, if applicable, and all written interpretations thereof and written descriptions thereof that have been distributed to employees or former employees of the Loan Parties. (ii) The Parent and the Borrower shall obtain and to provide the Agents upon their request with written confirmation from the applicable Governmental Authorities that each Canadian Pension Plan maintained and sponsored by the Loan Parties which is required to be registered with any Governmental Authority under the Income Tax (Canada) or under any other Requirement of Law has been registered. Each Loan Party shall ensure that the Canadian Pension Plans maintained and sponsored by the Loan Parties retain their registered status under and are administered invested, if applicable, in all material respects in accordance with the terms of such Canadian Benefit Plans and Canadian Pension Plans, as applicable, including the terms of the material documents that support such Canadian Benefit Plans and Canadian Pension Plans, any applicable pension plan textcollective agreement and any Requirement of Law. No event has occurred which is reasonably likely to cause the revocation of the registered status of any Canadian Benefit Plan or Canadian Pension Plan or entitle any Governmental Authority (with the consent of the Term Borrower) to wind-up or terminate any Canadian Pension Plan, in whole or in part, or which could otherwise reasonably be expected to adversely affect the tax status of any Canadian Benefit Plan or Canadian Pension Plan. As of the Effective Date, there are no outstanding disputes concerning the assets held under the funding agreementagreements for the Canadian Pension Plans or the Canadian Benefit Plans. The funded status, on a partial wind-up or full wind-up basis, as specified in the Income Tax Act attached Schedule 3.16(b), of each of the Canadian Pension Plans as determined in the actuarial valuations last filed with the applicable Governmental Authorities prior to the Effective Date, which were prepared in accordance with applicable law and based on methods and assumptions that are consistent with generally accepted actuarial principles, is set out in Schedule 3.16(b). To the knowledge of the Term Borrower, except as set out in Schedule 3.16(b), there has been no full or partial terminations of any Canadian Pension Plan. As of the Effective Date, except as set out in Schedule 3.16(b), no Angiotech Party has received any inquiries from any Governmental Authority and no notice of any dispute with respect to the potential application of the decision of the Supreme Court of Canada in Monsanto Canada Inc. v. Superintendent of Financial Services (CanadaOntario) [2004], 3 S.C.R. 152 to any Canadian Pension Plan. No promises of benefit improvements under the Canadian Pension Plans or the Canadian Benefit Plans have been made except where such improvement could not reasonably be expected to have a Material Adverse Effect. All contributions or premiums required to be made or paid by any Angiotech Party to the Canadian Pension Plans, any Canadian Multi-Employer Plan or the Canadian Benefit Plans have been made or paid in a timely fashion in accordance with the terms of such plans and all other Requirements of Law. (iii. All employee contributions to the Canadian Pension Plans or the Canadian Benefit Plans by way of authorized payroll deduction or otherwise have been properly withheld or collected by the relevant Angiotech Party and fully paid into such plans in a timely manner. Schedule 3.16(b) The Parent lists, as of the Effective Date, all “participation agreements” entered into by any Angiotech Party and a labor union with respect to any Angiotech Party’s participation in a Canadian Multi-Employer Plan and the Borrower shall cause all most current executed supplement thereto as of the Effective Date. The pension fund under each Canadian Pension Plan is exempt from the payment of any income tax and, to the knowledge of the Term Borrower, there are no taxes, penalties or interest owing in respect of any such pension fund. All material reports and disclosures relating to any the Canadian Pension Plans maintained or sponsored by a Loan Party that are required by the plan or such plans and any Requirement of Law to be filed or distributed have been filed or distributed in a timely manner and shall promptly notify manner. None of the Agents on becoming aware of any Pension Plan Termination Event. (iv) The Parent and the Borrower shall cause each Loan Party to perform in all material respects all obligations (including (if applicable), funding, investment and administration obligations) required to be performed by it in connection with each Canadian Pension Plan and Canadian Benefit Plan and Plans provide benefits beyond retirement or other termination of service to employees or former employees or to the funding therefor; make and pay all employer contributions and premiums required beneficiaries to be made or paid by it in accordance with the terms dependents of the applicable Canadian Pension Plan and Canadian Benefit Plan and all Requirements of Law and withhold by way of authorized payroll deductions or otherwise collect and pay into the plan all employee contributions required to be withheld or collected by it in accordance with the terms of the applicable Canadian Pension Plan and Canadian Benefit Plan and all Requirements of Lawsuch employees.

Canadian Benefit and Pension Plans. (ia) The Parent and the Borrower will cause to be delivered to the Agents, promptly upon the Agents’ written request, a copy of For each Canadian Benefit Plan and existing Canadian Pension Plan (orset forth in Schedule 3.12, where any such Canadian Benefit Plan or Canadian Pension Plan is not in writing, a complete description of all material terms thereof) and, if applicable, related trust agreements or other funding instruments and all amendments thereto, and all written interpretations thereof and written descriptions thereof that have been distributed to employees or former employees of the each Loan Parties.Party shall: (ii1) The Parent and the Borrower shall obtain and use its best efforts to provide the Agents upon their request with written confirmation from the applicable Governmental Authorities that each Canadian Pension Plan maintained and sponsored by the Loan Parties which is required to be registered with any Governmental Authority under the Income Tax (Canada) or under any other Requirement of Law has been registered. Each Loan Party shall ensure that the Canadian Pension Plans maintained and sponsored by the Loan Parties retain their such plan retains its registered status under and are is administered in a timely manner in all material respects in accordance with the applicable pension plan text, funding agreement, the Income Tax Act (Canada) ITA and all other Requirements of Law.Applicable Laws; and (iii2) The Parent and the Borrower shall cause all reports and disclosures relating to any Canadian Pension Plans maintained or sponsored by a Loan Party such plan that are required by the such plan or any Requirement of Law Applicable Laws to be filed or distributed are filed or distributed in a timely manner and shall promptly notify the Agents on becoming aware of any Pension Plan Termination Eventmanner. (ivb) The Parent For each Canadian Pension Plan hereafter adopted by any Loan Party which is required to be registered under the ITA or any other Applicable Laws, that Loan Party shall: (1) use its best efforts to seek and receive confirmation in writing from the Borrower shall applicable Governmental Bodies to the effect that such plan is unconditionally registered under the ITA or such other Applicable Laws; (2) from and after the adoption of any Canadian Pension Plan, use its best efforts to ensure such plan retains its registered status under and is administered in all respects in accordance with the applicable pension plan text, funding agreement, the ITA and all other Applicable Laws; and (3) cause all reports and disclosures relating to such plan that are required by such plan or any Applicable Laws to be filed or distributed are filed or distributed in a timely manner. (c) For each existing Canadian Pension Plan and Canadian Benefit Plan set forth in Schedule 3.12 or hereafter adopted, each Loan Party to shall in a timely fashion: (1) perform in all material respects all obligations (including (if applicable)fiduciary, funding, investment and administration obligations) required to be performed by it in connection with each Canadian Pension Plan and Canadian Benefit Plan such plan and the funding media therefor; ; (2) make all contributions and pay all employer contributions and premiums required to be made or paid by it that Loan Party to such plan in accordance with the terms of the applicable Canadian Pension Plan and Canadian Benefit Plan such plan and all Requirements of Law and Applicable Laws; (3) withhold by way of authorized payroll deductions or otherwise collect and pay into the such plan all employee contributions required to be withheld or collected by it that Loan Party in accordance with the terms of such plan and all Applicable Laws; and (4) ensure that such plan is fully funded both on an ongoing basis and on a solvency basis using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Bodies and which are consistent with generally accepted actuarial principles. (d) Borrower shall deliver to Agent: (1) promptly after the filing thereof by any Loan Party with any applicable Governmental Body, copies of each annual and other return, report or valuation with respect to each Canadian Pension Plan; (2) promptly after receipt thereof, a copy of any direction, order, notice, ruling or opinion that any Loan Party may receive from any applicable Governmental Body with respect to any Canadian Pension Plan; and (3) notification within 30 days of any increases in the benefits of any existing Canadian Pension Plan and or Canadian Benefit Plan, or the establishment of any new Canadian Pension Plan or Canadian Benefit Plan, or the commencement of contributions to any such plan to which any Loan Party was not previously contributing. (e) Without limiting Section 5.10(d) above, Borrower shall cause any actuarial valuation required by Applicable Law with respect to any of the Canadian Pension Plans as of any specified date to be completed, filed with the applicable Government Body and delivered to the Agent all Requirements within 100 days of Lawsuch specified date.

Canadian Benefit and Pension Plans. Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) The Parent and the Borrower will cause to be delivered to the Agents, promptly upon the Agents’ written request, a copy of each Canadian Benefit Plan and Canadian Pension Plan (or, where any such Canadian Benefit Plan or Canadian Pension Plan is not in writing, a complete description of all material terms thereof) and, if applicable, related trust agreements or other funding instruments and all amendments thereto, and all written interpretations thereof and written descriptions thereof that have been distributed to employees or former employees of the Loan Parties. (ii) The Parent and the Borrower shall obtain and to provide the Agents upon their request with written confirmation from the applicable Governmental Authorities that each Canadian Pension Plan maintained and sponsored by the Loan Parties which is required to be registered with any Governmental Authority under the Income Tax (Canada) or under any other Requirement of Law has been registered. Each Loan Party shall ensure that the Canadian Pension Plans maintained and sponsored by the Loan Parties retain their are duly registered status under and are administered in all applicable provincial pension benefits legislation; (ii) all material respects in accordance with the applicable pension plan text, funding agreement, the Income Tax Act (Canada) and all other Requirements obligations of Law. (iii) The Parent and the Borrower shall cause all reports and disclosures relating to any Canadian Pension Plans maintained or sponsored by a Loan Party that are required by the plan or any Requirement of Law to be filed or distributed in a timely manner and shall promptly notify the Agents on becoming aware of any Pension Plan Termination Event. (iv) The Parent and the Borrower shall cause each Loan Party to perform in all material respects all obligations Subsidiary (including (if applicable)fiduciary, funding, investment and administration obligations) required to be performed by it in connection with each the Canadian Pension Plan and Plans, the Canadian Benefit Plan Plans and the funding thereforagreements therefor have been performed in a timely fashion; make and pay (iii) there are no outstanding disputes concerning the assets held pursuant to any such funding agreement; (iv) all employer contributions and or premiums required to be made by the Borrower or paid by it any of its Subsidiaries to the Canadian Pension Plans and the Canadian Benefit Plans have been made in a timely fashion in accordance with the terms of such plans and applicable laws and regulations; (v) all employee contributions to the applicable Canadian Pension Plan Plans and the Canadian Benefit Plan and all Requirements of Law and withhold Plans required to be made by way of authorized payroll deductions deduction have been properly withheld and fully paid into such plans in a timely fashion; (vi) all reports and disclosures relating to the Canadian Pension Plans and Canadian Benefit Plans required by any applicable laws or otherwise collect and pay into regulations have been filed or distributed in a timely fashion; (vii) to the plan all employee contributions required to be withheld or collected by it in accordance with the terms knowledge of the applicable Borrower, there have been no improper withdrawals, or applications of, the assets of any of the Canadian Pension Plans; (viii) there have been no partial terminations of any Canadian Pension Plan and, to the knowledge of the Borrower, no circumstances exist or have existed that could result, or be reasonably anticipated to result, in the declaration of a partial termination of any Canadian Pension Plan under applicable laws; (ix) no amount is owing by or in respect of any of the Canadian Pension Plans under the Income Tax Act (Canada) or any provincial taxation statute; (x) each of the Canadian Pension Plans which is a defined benefit registered pension plan is fully funded both on an ongoing basis and on a solvency basis pursuant to actuarial assumptions and methods which are utilized in the valuation last filed with the applicable governmental authorities for such plan and which are consistent with generally accepted actuarial principles; and (xi) the Borrower, after diligent enquiry, has neither any knowledge, nor any grounds for believing, that any of the Canadian Benefit Plan and all Requirements Pension Plans is the subject of Lawan investigation, any other proceeding, an action or a claim.

Canadian Benefit and Pension Plans. (i) The Parent and To the Borrower will cause to be delivered to the Agents, promptly upon the Agents’ written request, a copy knowledge of each Canadian Benefit Plan and Canadian Pension Plan (or, where any such Canadian Benefit Plan or Canadian Pension Plan is not in writing, a complete description of all material terms thereof) and, if applicable, related trust agreements or other funding instruments and all amendments thereto, and all written interpretations thereof and written descriptions thereof that have been distributed to employees or former employees Responsible Officer of the Loan Parties. (ii) The Parent and or the Borrower shall obtain and to provide the Agents upon their request with written confirmation from the applicable Governmental Authorities that each Canadian Pension Plan maintained and sponsored by the Loan Parties which is required to be registered with any Governmental Authority under the Income Tax (Canada) or under any other Requirement of Law has been registered. Each Loan Party shall ensure that Borrower, the Canadian Pension Plans maintained and sponsored by the Loan Parties retain their are duly registered status under and are administered in all material respects in accordance with the applicable pension plan text, funding agreement, Governmental Authority under the Income Tax Act (Canada) and all any other Requirements of Law. (iii) The Parent and the Borrower shall cause all reports and disclosures relating to any Canadian Pension Plans maintained or sponsored by a Loan Party that are required by the plan or any Requirement of Law which require registration and no event has occurred which is reasonably likely to be filed or distributed in a timely manner and shall promptly notify cause the Agents on becoming aware loss of any Pension Plan Termination Event. (iv) The Parent and such registered status. As of the Borrower shall cause date hereof, all material, if any, obligations of each Loan Party to perform in all material respects all obligations (including (if applicable)fiduciary, funding, investment and administration obligations) required to be performed by it pursuant to a Requirement of Law in connection with the Canadian Pension Plans and the terms thereof and the funding agreements therefor have been performed in a timely fashion. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans listed on Schedule 4.14 or the Canadian Benefit Plans maintained and sponsored by the Loan Parties. Except as would not reasonably be expected to result in a Material Adverse Effect or as disclosed on Schedule 4.14 (i) there are no outstanding disputes concerning the assets held under the funding agreements for the Canadian Pension Plans or the Canadian Benefit Plans; and (ii) each Canadian Pension Plan maintained and sponsored by the Loan Parties is fully funded both on an ongoing basis and on a solvency basis (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities and which are consistent with generally accepted actuarial principles). Schedule 4.14 hereto sets forth as of the dates indicated on Schedule 4.14 (x) the funding status of the Canadian Pension Plans maintained and sponsored by the Loan Parties that are defined benefit plans and that are not fully funded on a going concern or solvency basis based on generally accepted actuarial principles and (y) the payment schedule, where a payment schedule is required at law to reduce the unfunded liabilities. No promises of benefit improvements under the Canadian Pension Plans or the Canadian Benefit Plan and the funding therefor; make and pay all Plans have been made except where such improvement would not have a Material Adverse Effect. All employer contributions and premiums required to be made or paid by it each Loan Party, if any, to the Canadian Pension Plans or the Canadian Benefit Plans have been made or paid in accordance with the terms of the applicable Canadian Pension Plan and Canadian Benefit Plan such plans and all Requirements of Law and withhold Law. All employee contributions to the Canadian Pension Plans or the Canadian Benefit Plans by way of authorized payroll deductions deduction or otherwise collect have been properly withheld or collected and pay fully paid into such plans by each Loan Party. All material reports and disclosures relating to the plan Canadian Pension Plans maintained and sponsored by the Loan Parties required by such plans and any Requirement of Law to be filed or distributed have been filed or distributed in a timely manner. Each Loan Party has withheld all employee withholdings and has made all employer contributions required to be withheld or collected and made by it in accordance with the terms pursuant to applicable law on account of the applicable Canadian Canada Pension Plan, employment insurance and employee income taxes. No Pension Plan and Canadian Benefit Plan and all Requirements of LawTermination Event has occurred.

Canadian Benefit and Pension Plans. (i) The Parent and the Borrower will cause to be delivered to the Agents, promptly upon the Agents’ written request, a copy of each Canadian Benefit Plan and Canadian Pension Plan (or, where any such Canadian Benefit Plan or Canadian Pension Plan is not in writing, a complete description of all material terms thereof) and, if applicable, related trust agreements or other funding instruments and all amendments thereto, and all written interpretations thereof and written descriptions thereof that have been distributed to employees or former employees of the Loan Parties. (ii) The Parent and the Borrower shall obtain and to provide the Agents upon their request with written confirmation from the applicable Governmental Authorities that each Canadian Pension Plan maintained and sponsored by the Loan Parties which is required to be registered with any Governmental Authority under the Income Tax (Canada) or under any other Requirement of Law has been registered. Each Loan Party shall ensure that the Canadian Pension Plans maintained and sponsored by the Loan Parties retain their are duly registered status under and are administered in all material respects in accordance with the applicable pension plan text, funding agreement, the Income Tax Act (Canada) and all other Requirements of Law. (iii) The Parent and the Borrower shall cause all reports and disclosures relating to any Canadian Pension Plans maintained or sponsored by a Loan Party that are required by the plan or any Requirement of Law that requires registration and no event has occurred which is reasonably likely to be filed or distributed in a timely manner cause the loss of such registered status. All material obligations of the Borrowers and shall promptly notify the Agents on becoming aware of any Pension Plan Termination Event. (iv) The Parent and the Borrower shall cause each Loan Party to perform in all material respects all obligations Subsidiary (including (if applicable)fiduciary, funding, investment and administration obligations) required to be performed by it in connection with each the Canadian Pension Plan and Canadian Benefit Plan Plans and the funding therefor; make agreements therefor have been performed in a timely fashion. As of the Restatement Effective Date, there are no outstanding disputes concerning the assets held under the funding agreements for the Canadian Pension Plans or the Canadian Benefit Plans. The funded status, on a partial wind-up or full wind-up basis, as specified in the attached Schedule 3.10(b), of each of the Canadian Pension Plans as determined in the actuarial valuations last filed with the applicable Governmental Authorities prior to the Restatement Effective Date, which were prepared in accordance with applicable law and pay all employer based on methods and assumptions that are consistent with generally accepted actuarial principles, is set out in Schedule 3.10(b). To the knowledge of the Loan Parties, except as set out in Schedule 3.10(b), there has been no full or partial terminations of any Canadian Pension Plan. As of the Restatement Effective Date, except as set out in Schedule 3.10(b), the Loan Parties have received no inquiries from any Governmental Authority and no notice of any dispute with respect to the potential application of the decision of the Supreme Court of Canada in Monsanto Canada Inc. v. Superintendent of Financial Services (Ontario) [2004], 3 S.C.R. 152 to any Canadian Pension Plan. No promises of benefit improvements under the Canadian Pension Plans or the Canadian Benefit Plans have been made except where such improvement could not reasonably be expected to have a Material Adverse Effect. All contributions and or premiums required to be made or paid by it either Borrower or any Subsidiary to the Canadian Pension Plans, any Canadian Multi-Employer Plan or the Canadian Benefit Plans have been made or paid in a timely fashion in accordance with the terms of the applicable Canadian Pension Plan and Canadian Benefit Plan such plans and all Requirements of Law and withhold Law. All employee contributions to the Canadian Pension Plans or the Canadian Benefit Plans by way of authorized payroll deductions deduction or otherwise collect and pay into the plan all employee contributions required to be have been properly withheld or collected by it in accordance with the terms each of the applicable Borrowers and the Subsidiaries, as the case may be, and fully paid into such plans in a timely manner. Schedule 3.10(b) lists, as of the Restatement Effective Date, all “participation agreements” entered into by either Borrower or any Subsidiary and a labor union with respect to such Borrower or Subsidiary’s participation in a Canadian Multi-Employer Plan and the most current executed supplement thereto as of the Restatement Effective Date. The pension fund under each Canadian Pension Plan is exempt from the payment of any income tax and, to the knowledge of the Loan Parties, there are no taxes, penalties or interest owing in respect of any such pension fund. All material reports and disclosures relating to the Canadian Benefit Plan Pension Plans required by such plans and all Requirements any Requirement of LawLaw to be filed or distributed have been filed or distributed in a timely manner.

Canadian Benefit and Pension Plans. (i) The Parent and the Borrower will cause to be delivered to the Agents, promptly upon the Agents’ written request, a copy of each Canadian Benefit Plan and Canadian Pension Plan (or, where any such Canadian Benefit Plan or Canadian Pension Plan is not in writing, a complete description of all material terms thereof) and, if applicable, related trust agreements or other funding instruments and all amendments thereto, and all written interpretations thereof and written descriptions thereof that have been distributed to employees or former employees of the Loan Parties. (ii) The Parent and the Borrower shall use their commercially reasonable efforts to obtain and to provide the Agents upon their request with written confirmation from the applicable Governmental Authorities that each Canadian Pension Plan maintained and sponsored adopted by the any Loan Parties Party which is required to be registered with any Governmental Authority under the Income Tax (Canada) or under any other Requirement of Law has been registered. Each From and after the adoption and registration of any Canadian Pension Plan and subject to any power or right to terminate a Canadian Pension Plan in whole or in part, each Loan Party shall use commercially reasonable efforts to ensure that the Canadian Pension Plans maintained and sponsored by the Loan Parties retain their plan retains its registered status under and are is administered in all material respects in accordance with the applicable pension plan text, funding agreement, the Income Tax Act (Canada) and all other Requirements of Law. (iii) The Parent and the Borrower shall cause all reports and disclosures relating to any Canadian Pension Plans maintained or sponsored by a Loan Party Plan that are required by the plan or any Requirement of Law to be filed or distributed in a timely manner and shall promptly notify the Agents on becoming aware of any Pension Plan Termination Eventmanner. (iv) The Parent and the Borrower shall cause each Loan Party to perform in all material respects all obligations (including (if applicable), funding, investment and administration obligations) required to be performed by it in connection with each Canadian Pension Plan and Canadian Benefit Plan and the funding media therefor; make all contributions and pay all employer contributions and premiums required to be made or paid by it in accordance with the terms of the applicable Canadian Pension Plan and Canadian Benefit Plan plan and all Requirements of Law and withhold by way of authorized payroll deductions or otherwise collect and pay into the plan all employee contributions required to be withheld or collected by it in accordance with the terms of the applicable Canadian Pension Plan and Canadian Benefit Plan plan and all Requirements of Law; and ensure that, to the extent that the Loan Party has a Canadian Pension Plan which is a defined benefit pension plan, that such plan is fully funded, both on an ongoing basis and on a solvency basis (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities and which are consistent with GAAP) in accordance with Requirements of Law.

Canadian Benefit and Pension Plans. Schedule 3.10(b) is a complete and correct list of, and separately identifies all (ia) Canadian Pension Plans, (b) Canadian Multiemployer Pension Plans, and (c) Canadian Retiree Benefit Plans in which the Canadian Borrower, the other Canadian Loan Parties or any Subsidiary thereof participate, sponsor, or maintain as of the Effective Date. The Parent Canadian Pension Plans are duly registered under the ITA and any other applicable laws which require registration, have been administered in accordance with the Borrower will cause ITA and such other applicable laws and administrative guidelines, and, all reports, returns and filings required to be delivered made thereunder have been made, and no event has occurred which could be expected to cause the loss of such registered status, except to the Agents, promptly upon extent that failure to comply could not reasonably be expected to result in liabilities in excess of U.S. $25,000,000 in the Agents’ written request, a copy of each aggregate. The Canadian Benefit Plan Plans and Canadian Pension Plan (orPlans have been administered in accordance with their terms, where applicable collective bargaining agreements, and administrative guidelines except to the extent that failure to comply could not reasonably be expected to result in liabilities in excess of U.S. $25,000,000 in the aggregate. All obligations of the Canadian Borrower, the Canadian Loan Parties, or any such Subsidiary thereof required in connection with the Canadian Benefit Plan or Canadian Pension Plan is not in writing, a complete description of all material terms thereof) and, if applicable, related trust agreements or other funding instruments Plans and all amendments thereto, and all written interpretations thereof and written descriptions thereof that have been distributed to employees or former employees of the Loan Parties. (ii) The Parent and the Borrower shall obtain and to provide the Agents upon their request with written confirmation from the applicable Governmental Authorities that each Canadian Pension Plan maintained and sponsored by the Loan Parties which is required to be registered with any Governmental Authority under the Income Tax (Canada) or under any other Requirement of Law has been registered. Each Loan Party shall ensure that the Canadian Pension Plans maintained and sponsored by have been performed on a timely basis except to the Loan Parties retain their registered status under and extent that failure to comply could not reasonably be expected to result in liabilities in excess of U.S. $25,000,000 in the aggregate. As of the Closing Date, there are administered in all material respects in accordance with no outstanding disputes, investigations, examinations or other legal proceedings concerning the applicable pension plan text, funding agreement, assets of the Income Tax Act (Canada) and all other Requirements of Law. (iii) The Parent and Canadian Benefit Plans or the Borrower shall cause all reports and disclosures relating to any Canadian Pension Plans maintained or sponsored by a Loan Party that are required by could reasonably be expected to result in liabilities in excess of U.S. $25,000,000 in the plan or any Requirement aggregate. No promises of Law benefit improvements under the Canadian Pension Plans have been made since the date of the most recent actuarial report provided to be filed or distributed the Lenders in a timely manner and shall promptly notify the Agents on becoming aware respect of any Pension Plan Termination Event. (iv) The Parent and the Borrower shall cause each Loan Party to perform in all material respects all obligations (including (if applicable), funding, investment and administration obligations) required to be performed by it in connection with each such Canadian Pension Plan and which makes such report misleading in any material respect and, since the date of such report, there have been no benefit improvements to which members of the Canadian Benefit Plan and the funding therefor; make and pay all employer Pension Plans are or may become entitled which are not reflected in such actuarial report. All contributions and or premiums required to be made or paid by it the Canadian Borrower, the other Canadian Loan Parties or any Subsidiary thereof to the Canadian Benefit Plans, the Canadian Pensions, or the Canadian Multiemployer Pension Plans have been made on a timely basis in accordance with the terms of such plans, collective bargaining agreements and all applicable laws except to the applicable extent that failure to comply could not reasonably be expected to result in liabilities in excess of U.S. $10,000,000 in the aggregate. There have been no improper withdrawals or applications of the assets of the Canadian Benefit Plans or the Canadian Pension Plan and Plans. Except for liabilities which cannot be expected to exceed U.S. $10,000,000 in the aggregate, there are no liabilities in connection with any former Canadian Pension Plan, Canadian Multiemployer Pension Plan, or Canadian Benefit Plan Plans relating to the employees, former employees or their beneficiaries of the Canadian Borrower, the Canadian Loan Parties, or any Subsidiary thereof that has terminated, and all Requirements of Law and withhold by way of authorized payroll deductions any such Canadian Pension Plans, Canadian Multiemployer Pension Plans, or otherwise collect and pay into the plan all employee contributions required to be withheld or collected by it Canadian Benefit Plans have been terminated in accordance with the their terms of the and applicable Canadian Pension Plan and Canadian Benefit Plan and all Requirements of Lawlaw.