Common use of Canadian Pension Plans and Canadian Benefit Plans Clause in Contracts

Canadian Pension Plans and Canadian Benefit Plans. The Canadian Borrower and the US Borrower will cause to be delivered to the Administrative Agent, promptly upon, and in any event within 5 Business Days of, the Administrative Agent’s 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 Parent and its Subsidiaries. The Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and any other Requirement of Law which to the knowledge the Canadian Borrower or the US Borrower require registration and no event has occurred which is reasonably likely to cause the loss of such registered status. All material obligations, if any, of the Canadian Borrower or the US Borrower and each of its Subsidiaries (including fiduciary, funding, investment and administration obligations) required to be performed pursuant to a Requirement of Law in connection with the Canadian Pension Plans and the funding agreements therefor have been performed in a timely fashion and in accordance with all applicable Requirements of Law. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Except as could not reasonably be expected to result in a liability in excess of $20,000,000, (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 is fully funded both on going-concern 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). 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 result in a liability in excess of $20,000,000. All contributions or premiums required to be made or paid by Parent and each of its Subsidiaries, if any, in respect of 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 all Requirements of Law. All employee contributions in respect of the Canadian Pension Plans or the Canadian Benefit Plans by way of authorized payroll deduction or otherwise have been properly withheld or collected and fully paid into such plans in a timely manner. All material reports and disclosures relating to the Canadian Pension Plans required by such plans and any Requirement of Law to be filed or distributed have been filed or distributed in a timely manner. Parent and each of its Subsidiaries has withheld all employee withholdings to be withheld and has paid to the applicable Governmental Authority all such employee withholdings and required employer contributions pursuant to applicable law on account of Canada Pension Plans, employment insurance and employee income taxes.

Canadian Pension Plans and Canadian Benefit Plans. The Canadian Borrower WSCA and the US Borrower will cause to be delivered to the Administrative Agent, promptly upon, and in any event within 5 Business Days of, upon the Administrative Agent’s 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 Parent and its Subsidiariesthe Group Members. The Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and any other Requirement of Law which to the knowledge the Canadian Borrower of WSCA or the US Borrower require registration and no event has occurred which is reasonably likely to cause the loss of such registered status. All material obligationsAs of the Restatement Effective Date, all material, if any, obligations of the Canadian Borrower or the US Borrower and each of its Subsidiaries Group Member (including fiduciary, funding, investment and administration obligations) required to be performed pursuant to a Requirement of Law in connection with the Canadian Pension Plans and the funding agreements therefor have been performed in a timely fashion and in accordance with all applicable Requirements of Lawfashion. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Except as could not reasonably be expected to result in a liability in excess of $20,000,000Material Adverse Effect, (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 is fully funded both on going-concern 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). 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 result in have a liability in excess of $20,000,000Material Adverse Effect. All contributions or premiums required to be made or paid by Parent and each of its SubsidiariesGroup Member, if any, in respect of 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 all Requirements of Law. All employee contributions in respect of to the Canadian Pension Plans or the Canadian Benefit Plans by way of authorized payroll deduction or otherwise have been properly withheld or collected and fully paid into such plans in a timely manner. All material reports and disclosures relating to the Canadian Pension Plans required by such plans and any Requirement of Law to be filed or distributed have been filed or distributed in a timely manner. Parent and each of its Subsidiaries Each Group Member has withheld all employee withholdings and has made all employer contributions to be withheld and has paid to the applicable Governmental Authority all such employee withholdings and required employer contributions made by it pursuant to applicable law on account of Canada Canadian Pension Plans, Plans employment insurance and employee income taxes.

Canadian Pension Plans and Canadian Benefit Plans. The Canadian Borrower CERI and the US Borrower will cause to be delivered to the Administrative Agent, promptly upon, and in any event within 5 Business Days of, upon the Administrative Agent’s 's 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 Parent and its Subsidiariesthe Group Members. The Canadian Pension Plans are duly registered under the Income Tax Act INCOME TAX ACT (Canada) and any other Requirement of Law which to the knowledge the Canadian Borrower of CERI or the US Borrower require registration and no event has occurred which is reasonably likely to cause the loss of such registered status. All material obligationsAs of the date hereof, all material, if any, obligations of the Canadian Borrower or the US Borrower and each of its Subsidiaries Group Member (including fiduciary, funding, investment and administration obligations) required to be performed pursuant to a Requirement of Law in connection with the Canadian Pension Plans and the funding agreements therefor have been performed in a timely fashion and in accordance with all applicable Requirements of Lawfashion. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Except as could not reasonably be expected to result in a liability in excess of $20,000,000Material Adverse Effect, (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 is fully funded both on going-concern 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). 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 result in have a liability in excess of $20,000,000Material Adverse Effect. All contributions or premiums required to be made or paid by Parent and each of its SubsidiariesGroup Member, if any, in respect of 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 all Requirements of Law. All employee contributions in respect of to the Canadian Pension Plans or the Canadian Benefit Plans by way of authorized payroll deduction or otherwise have been properly withheld or collected and fully paid into such plans in a timely manner. All material reports and disclosures relating to the Canadian Pension Plans required by such plans and any Requirement of Law to be filed or distributed have been filed or distributed in a timely manner. Parent and each of its Subsidiaries Each Group Member has withheld all employee withholdings and has made all employer contributions to be withheld and has paid to the applicable Governmental Authority all such employee withholdings and required employer contributions made by it pursuant to applicable law on account of Canada Canadian Pension Plans, Plans employment insurance and employee income taxes.

Canadian Pension Plans and Canadian Benefit Plans. The Canadian Borrower and the US Borrower any Canadian Guarantor will cause to be delivered to the Administrative Agent, promptly uponpromptly, and in any event within 5 Business Days offive days, upon the Administrative Agent’s request, a copy of each current 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 current written interpretations thereof and written descriptions thereof of such Canadian Benefit Plan and Canadian Pension Plan that have been distributed to employees or former employees of Parent and its Subsidiariessuch Canadian Guarantor. The As of the Closing Date, no Canadian Guarantor: (i) maintains or has an obligation to contribute to a Canadian Pension Plans are duly registered under Plan which is, either in whole or in part, a defined benefit plan; or (ii) has any obligation to contribute to a Canadian multi-employer plan, as defined pursuant to applicable legislation. As of the Income Tax Act (Canada) and any other Requirement of Law which to the knowledge the Canadian Borrower or the US Borrower require registration and no event has occurred which is reasonably likely to cause the loss Closing Date, all material obligations of such registered status. All material obligationsCanadian Guarantor, if any, of the Canadian Borrower or the US Borrower and each of its Subsidiaries any (including fiduciary, funding, investment and administration obligations) ), required to be performed pursuant to a Requirement of Law in connection with the Canadian Pension Plans and the funding agreements therefor have been performed in a timely fashion and in accordance with all applicable Requirements of Lawfashion. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Except as could not reasonably be expected to result in a liability in excess of $20,000,000Material Adverse Effect, (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) if applicable, each Canadian Pension Plan is fully funded both on going-concern 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). 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 result in a liability in excess of $20,000,000. All contributions or premiums required to be made or paid by Parent and each of its SubsidiariesLoan Party, if any, in respect of 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 all Requirements of Law. All employee contributions in respect of to the Canadian Pension Plans or the Canadian Benefit Plans by way of authorized payroll deduction or otherwise have been properly withheld or collected and fully paid into such plans in a timely manner. All material reports and disclosures relating to the Canadian Pension Plans required by such plans and any Requirement of Law to be filed or distributed have been filed or distributed in a timely manner. Parent and each of its Subsidiaries Such Canadian Guarantor has withheld all employee withholdings and has made all employer contributions to be withheld and has paid to the applicable Governmental Authority all such employee withholdings and required employer contributions made by it pursuant to applicable law on account of Canada Canadian Pension Plans, Plans employment insurance and employee income taxes.