Common use of Canadian Pension Plans Clause in Contracts

Canadian Pension Plans. Each Credit Party shall not: (a) terminate, or permit any other Credit Party to terminate, any Canadian Pension Plan in a manner, or take any other action with respect to any Canadian Pension Plan which could reasonably be expected to result in any material liability of a Credit Party; (b) fail to make, or permit any other Credit Party to fail to make, full payment when due of all amounts which, under the provisions of any Canadian Pension Plan, any agreement relating thereto or applicable Law, the Borrower or any other Credit Party is required to pay as contributions thereto, except where the failure to make such payments could not reasonably be expected to have a Material Adverse Effect, (c) permit to exist, or allow any other Credit Party to permit to exist, any accumulated funding deficiency, whether or not waived, with respect to any Canadian Pension Plan in an amount which could reasonably be expected to have a Material Adverse Effect; (d) contribute to or assume an obligation to contribute to, or permit any other Credit Party to contribute to or assume an obligation to contribute to, any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario), unless such contribution is required to be made by a Requirement of Law; (e) acquire, or permit any other Credit Party to acquire, an interest in any Person if such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition has sponsored, maintained, or contributed to any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario); provided that, any Credit Party may acquire an interest in any such Person if such Person is acquired as a Permitted Acquisition and no Credit Party has any legal liability to perform such Person’s obligations or assume such Person’s liabilities; or (f) permit, or allow any other Credit Party to permit, the actuarial present value of the benefit liabilities (computed on an accumulated benefit obligation basis in accordance with GAAP) under all Canadian Pension Plans in the aggregate to exceed the current value of the assets of all Canadian Pension Plans in the aggregate that are allocable to such benefit liabilities, in each case only to the extent such liabilities and assets relate to benefits to be paid to employees of the Credit Parties, by an amount that could reasonably be expected to cause a Material Adverse Effect.

Canadian Pension Plans. Each Canadian Plan of the Restricted Credit Party shall not: (a) terminateParties is in substantial compliance with all applicable pension benefits and Tax Laws. As of the date of the last completed actuarial evaluation, or permit no Canadian Plan of the Restricted Credit Parties had any other Credit Party unfunded liability determined in accordance with all Applicable Laws and using assumptions and methods that are appropriate in the circumstances and in accordance with generally accepted actuarial principles and practices in Canada in connection with an on-going Canadian Plan, except for any such unfunded liability that is being amortized in accordance with Applicable Laws. All contributions, including any special payments to terminateamortize any unfunded liability, any required to have been made in accordance with all Applicable Laws and the terms of each Canadian Pension Plan in a manner, or take any other action have been made. No event has occurred and no condition exists with respect to any Canadian Pension Plan which could that has resulted or is reasonably be expected likely to result in any material liability Canadian Plan being ordered or required to be wound up in whole pursuant to any applicable pension benefits Laws or having its registration revoked or refused for the purposes of a Credit Party; (b) fail to make, any applicable pension benefits or permit any other Credit Party to fail to make, full payment when due of all amounts which, Tax Laws or being placed under the provisions administration of any Canadian Pension Plan, any agreement relating thereto relevant pension benefits regulatory authority or applicable Law, the Borrower or any other Credit Party is being required to pay any Taxes or penalties under any applicable pension benefits or Tax Laws except, in each case, as contributions thereto, except where the failure to make such payments could would not reasonably be expected to have a Material Adverse Effect, (c) permit to exist. No event has occurred and no condition exists that has resulted, or allow could reasonably be expected to result, in any other Restricted Credit Party being required to permit pay, repay or refund any amount (other than contributions required to exist, any accumulated funding deficiency, whether be made or not waived, with respect benefits or expenses required to be paid in the ordinary course) to or on account of any Canadian Pension Plan in an amount which or a current or former member thereof where such requirement to pay, repay or refund could reasonably be expected to have a Material Adverse Effect; (d) contribute to or assume an obligation to contribute to. No event has occurred and no condition exists that has resulted, or permit any other Credit Party to contribute to or assume an obligation to contribute to, any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario), unless such contribution is required to be made by a Requirement of Law; (e) acquire, or permit any other Credit Party to acquire, an interest in any Person if such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition has sponsored, maintained, or contributed to any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario); provided that, any Credit Party may acquire an interest in any such Person if such Person is acquired as a Permitted Acquisition and no Credit Party has any legal liability to perform such Person’s obligations or assume such Person’s liabilities; or (f) permit, or allow any other Credit Party to permit, the actuarial present value of the benefit liabilities (computed on an accumulated benefit obligation basis in accordance with GAAP) under all Canadian Pension Plans in the aggregate to exceed the current value of the assets of all Canadian Pension Plans in the aggregate that are allocable to such benefit liabilities, in each case only to the extent such liabilities and assets relate to benefits to be paid to employees of the Credit Parties, by an amount that could reasonably be expected to cause result, in a Material Adverse Effectpayment being made out of a guarantee fund established under any applicable pension benefits Laws in respect of a Canadian Plan.

Canadian Pension Plans. Each Credit No Loan Party shall not: will (a) terminate, or permit any other Credit Party to terminate, terminate any Canadian Pension Plan in a manner, or take any other action with respect to any Canadian Pension Plan Plan, which could reasonably be expected to result in any material liability of a Credit Loan Party; , (b) fail to make, or permit any other Credit Party to fail to make, make full payment when due of all amounts which, under the provisions of any Canadian Pension Plan, any agreement relating thereto or applicable Lawlaw, the Borrower or any other Credit such Loan Party is required to pay as contributions thereto, except where the failure to make such payments could not reasonably be expected to have a Material Adverse Effect, , (c) permit to exist, or allow any other Credit Party to permit to exist, exist any accumulated funding deficiency, whether or not waived, with respect to any Canadian Pension Plan in an amount which could reasonably be expected to have cause a Material Adverse Effect; , (d) contribute to or assume an obligation to contribute to, or permit any other Credit Party to contribute to or assume an obligation to contribute to, any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario), unless such contribution is required to be made by a Requirement of Law; (e) acquire, or permit any other Credit Party to acquire, acquire an interest in any Person if such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition has sponsored, maintained, or contributed to any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario); provided that, any Credit Party may acquire an interest in any such Person if such Person is acquired as a Permitted Acquisition and no Credit Party has any legal liability to perform such Person’s obligations or assume such Person’s liabilities; or (f) permit, or allow any other Credit Party to permit, permit the actuarial present value of the benefit liabilities (computed on an accumulated benefit obligation basis in accordance with GAAP) under all Canadian Pension Plans in the aggregate to exceed the current value of the assets of all Canadian Pension Plans in the aggregate that are allocable to such benefit liabilities, in each case only to the extent such liabilities and assets relate to benefits to be paid to employees of the Credit Loan Parties, by an amount that could reasonably be expected to cause a Material Adverse Effect.

Canadian Pension Plans. Each Credit Party The CDN Revolver Borrower shall not: (a) terminatecause each of the Canadian Pension Plans of which a Borrower or a Restricted Subsidiary, as applicable, is the administrator or permit any plan sponsor, to be administered in accordance with the requirements of the applicable pension plan texts, funding agreements, the Income Tax Act (Canada) and applicable federal, provincial or territorial pension benefits legislation, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (b) other Credit Party to terminatethan in the normal course of business, not voluntarily terminate any Canadian Pension Plan in of which a manner, Borrower or take any other action with respect to any Canadian Pension Plan which a Restricted Subsidiary is the administrator or plan sponsor if such plan would have a solvency deficiency or wind-up deficiency on termination that could reasonably be expected to result have, either individually or in the aggregate, including following a filing by such Borrower or Restricted Subsidiary for protection from its creditors pursuant to the Companies Creditors Arrangement Act (Canada), a Material Adverse Effect; (c) promptly provide the Agent with any filed documentation relating to the Canadian Pension Plans as the Agent may reasonably request, subject to applicable law; (d) notify the Agent within thirty (30) days of becoming aware of (i) a material liability of a Credit Party; (b) fail to make, or permit any other Credit Party to fail to make, full payment when due of all amounts which, under increase in the provisions liabilities of any Canadian Pension Plan, other than an increase resulting from the merger of any agreement relating thereto existing Canadian Pension Plans, (ii) the establishment of a new registered pension plan that is a defined benefit pension plan, other than one created through the merger of any existing Canadian Pension Plans, or applicable Law, (iii) the commencement of payments of contributions to any defined benefit Canadian Pension Plan to which any Borrower or Restricted Subsidiary had not previously been paying or contributing, other than one created through the merger of any other Credit Party existing Canadian Pension Plans, in each case as could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (e) promptly notify the Agent on becoming aware of any order or notice of intention to issue an order from the applicable pensions standards regulator that could reasonably be expected to cause the termination, in whole or in part, of any Canadian Pension Plan if such plan would have a solvency deficiency or wind-up deficiency on termination that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (f) promptly notify the Agent on becoming aware of the occurrence of any event with respect to a Canadian Pension Plan that is required reasonably likely to pay as contributions theretoresult in the occurrence by a Borrower or a Restricted Subsidiary, except where the failure to make such payments could not of any liability, fine or penalty that would reasonably be expected to have a Material Adverse Effect, (c) permit to exist, or allow any other Credit Party to permit to exist, any accumulated funding deficiency, whether or not waived, with respect to any Canadian Pension Plan in an amount which could reasonably be expected to have a Material Adverse Effect; (d) contribute to or assume an obligation to contribute to, or permit any other Credit Party to contribute to or assume an obligation to contribute to, any “multi-employer pension plan” as such term is defined and in the Pension Benefits Act (Ontario)notice to the Agent thereof, unless such contribution is required to be made by a Requirement provide copies of Law; (e) acquire, or permit any other Credit Party to acquire, an interest in any Person if such Person sponsors, maintains or contributes to, or at any time all documentation in the six-year period preceding possession of any Borrower or Restricted Subsidiary (or documentation which such acquisition has sponsored, maintained, Borrower or contributed to any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario); provided that, any Credit Party Restricted Subsidiary may acquire an interest in any such Person if such Person is acquired as a Permitted Acquisition and no Credit Party has any legal liability to perform such Person’s obligations or assume such Person’s liabilities; or (freasonably request) permit, or allow any other Credit Party to permit, the actuarial present value of the benefit liabilities (computed on an accumulated benefit obligation basis in accordance with GAAP) under all Canadian Pension Plans in the aggregate to exceed the current value of the assets of all Canadian Pension Plans in the aggregate that are allocable to such benefit liabilities, in each case only to the extent such liabilities and assets relate to benefits to be paid to employees of the Credit Parties, by an amount that could reasonably be expected to cause a Material Adverse Effectrelating thereto.

Canadian Pension Plans. Each Credit Party shall not: (a) terminate, or permit The Canadian Pension Plans are duly registered under the Canadian Tax Act and any other Credit Party to terminateapplicable laws which requires registration, any have been administered in accordance with the Canadian Pension Plan in a manner, or take any Tax Act and such other action with respect to any Canadian Pension Plan laws and no event has occurred which could would reasonably be expected to result in any material liability cause the loss of a Credit Party; (b) fail to make, or permit any other Credit Party to fail to make, full payment when due of all amounts which, under the provisions of any Canadian Pension Plan, any agreement relating thereto or applicable Law, the Borrower or any other Credit Party is required to pay as contributions theretosuch registered status, except where to the extent that any failure to make such payments could do so would not reasonably be expected to have a Material Adverse Effect, (c) permit . All material obligations of the Canadian Credit Parties required to exist, or allow any other be performed by the Canadian Credit Party to permit to exist, any accumulated funding deficiency, whether or not waived, Parties in connection with respect to any the Canadian Pension Plan in an amount which could Plans have been performed on a timely basis, except to the extent that any failure to do so would not reasonably be expected to have a Material Adverse Effect; . There are no outstanding disputes concerning the assets of the Canadian Pension Plans which would reasonably be expected to have a Material Adverse Effect. No promises of benefit improvements under the Canadian Pension Plans have been made except where such improvement would not reasonably be expected to have a Material Adverse Effect. All contributions or premiums required to be made or paid by the Canadian Credit Parties to the Canadian Pension Plans have been made on a timely basis in accordance with the terms of such plans and all applicable laws, except to the extent that any failure to do so would not reasonably be expected to have a Material Adverse Effect. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans and each of the Canadian Pension Plans is being fully funded in accordance with all minimum funding standards on a solvency basis and going concern basis (dusing actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities) contribute except to or assume an obligation the extent that the failure to contribute to, or permit any other Credit Party do so would not reasonably be expected to contribute have a Material Adverse Effect. Any assessments owed to or assume an obligation to contribute to, any “multi-employer pension plan” as such term is defined in the Pension Benefits Guarantee Fund established under the Pension Benefits Act (Ontario), unless such contribution is or other assessments or payments required to be made by a Requirement of Law; (e) acquire, or permit under similar legislation in any other jurisdiction, have been paid when due, except to the extent that any failure to do so would not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, no Canadian Credit Party to acquire, an interest in any Person if such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition the Closing Date has sponsored, maintained, or contributed to any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario); provided that, any Credit Party may acquire an interest in any such Person if such Person is acquired as a Permitted Acquisition and no Credit Party has any legal liability to perform such Person’s obligations or assume such Person’s liabilities; or (f) permit, or allow any other Credit Party to permit, the actuarial present value of the benefit liabilities (computed on an accumulated benefit obligation basis in accordance with GAAP) under all Canadian Pension Plans in the aggregate to exceed the current value of the assets of all Canadian Pension Plans in the aggregate that are allocable to such benefit liabilities, in each case only to the extent such liabilities and assets relate to benefits to be paid to employees of the Credit Parties, by an amount that could reasonably be expected to cause a Material Adverse Effect.

Canadian Pension Plans. Each Credit Party The CDN Revolver Borrower shall not: (a) terminatecause each of the Canadian Pension Plans of which a Borrower or a Restricted Subsidiary, as applicable, is the administrator or permit any plan sponsor, to be administered in accordance with the requirements of the applicable pension plan texts, funding agreements, the Income Tax Act (Canada) and applicable federal, provincial or territorial pension benefits legislation, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (b) other Credit Party to terminatethan in the normal course of business, not voluntarily terminate any Canadian Pension Plan in of which a manner, Borrower or take any other action with respect to any Canadian Pension Plan which a Restricted Subsidiary is the administrator or plan sponsor if such plan would have a solvency deficiency or wind-up deficiency on termination that could reasonably be expected to result have, either individually or in the aggregate, including following a filing by such Borrower or Restricted Subsidiary for protection from its creditors pursuant to the Companies Creditors Arrangement Act (Canada), a Material Adverse Effect; (c) promptly provide the Agent with any filed documentation relating to the Canadian Pension Plans as the Agent may reasonably request, subject to applicable law; (d) notify the Agent within thirty (30) days of becoming aware of (i) a material liability of a Credit Party; (b) fail to make, or permit any other Credit Party to fail to make, full payment when due of all amounts which, under increase in the provisions liabilities of any Canadian Pension Plan, other than an increase resulting from the merger of any agreement relating thereto existing Canadian Pension Plans, (ii) the establishment of a new registered pension plan that is a defined benefit pension plan, other than one created through the merger of any existing Canadian Pension Plans, or applicable Law, (iii) the commencement of payments of contributions to any defined benefit Canadian Pension Plan to which any Borrower or Restricted Subsidiary had not previously been paying or contributing, other than one created through the merger of any other Credit Party existing Canadian Pension Plans, in each case as could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (e) promptly notify the Agent on becoming aware of any order or notice of intention to issue an order from the applicable pensions standards regulator that could reasonably be expected to cause the termination, in whole or in part, of any Canadian Pension Plan if such plan would have a solvency deficiency or wind-up deficiency on termination that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (f) promptly notify the Agent on becoming aware of the occurrence of any event with respect to a Canadian Pension Plan that is required reasonably likely to pay as contributions theretoAMERICAS/2024254939.6 125 Sealed Air – 4th A&R Syndicated Facility Agt result in the occurrence by a Borrower or a Restricted Subsidiary, except where the failure to make such payments could not of any liability, fine or penalty that would reasonably be expected to have a Material Adverse Effect, (c) permit to exist, or allow any other Credit Party to permit to exist, any accumulated funding deficiency, whether or not waived, with respect to any Canadian Pension Plan in an amount which could reasonably be expected to have a Material Adverse Effect; (d) contribute to or assume an obligation to contribute to, or permit any other Credit Party to contribute to or assume an obligation to contribute to, any “multi-employer pension plan” as such term is defined and in the Pension Benefits Act (Ontario)notice to the Agent thereof, unless such contribution is required to be made by a Requirement provide copies of Law; (e) acquire, or permit any other Credit Party to acquire, an interest in any Person if such Person sponsors, maintains or contributes to, or at any time all documentation in the six-year period preceding possession of any Borrower or Restricted Subsidiary (or documentation which such acquisition has sponsored, maintained, Borrower or contributed to any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario); provided that, any Credit Party Restricted Subsidiary may acquire an interest in any such Person if such Person is acquired as a Permitted Acquisition and no Credit Party has any legal liability to perform such Person’s obligations or assume such Person’s liabilities; or (freasonably request) permit, or allow any other Credit Party to permit, the actuarial present value of the benefit liabilities (computed on an accumulated benefit obligation basis in accordance with GAAP) under all Canadian Pension Plans in the aggregate to exceed the current value of the assets of all Canadian Pension Plans in the aggregate that are allocable to such benefit liabilities, in each case only to the extent such liabilities and assets relate to benefits to be paid to employees of the Credit Parties, by an amount that could reasonably be expected to cause a Material Adverse Effectrelating thereto.

Canadian Pension Plans. Each Credit Party shall not: (a) terminate, or permit any other Credit Party to terminate, any Schedule 3.11 sets forth all of the Canadian Pension Plan in a manner, or take any other action with respect to any Canadian Pension Plan which could reasonably be expected to result in any material liability of a Credit Plans for each Loan Party;. (b) fail to makeThe Canadian Pension Plans are, or permit with the exception of supplemental retirement plans for eligible employees, duly registered under the ITA and any other Credit Party Applicable Pension Laws which require registration, have been administered in accordance with the ITA and such other Applicable Pension Laws, except to fail the extent that any failure to make, full payment when due of all amounts which, under the provisions of so administer any such Canadian Pension Plan, any agreement relating thereto or applicable Law, the Borrower or any other Credit Party is required to pay as contributions thereto, except where the failure to make such payments Plan could not reasonably be expected to have a Material Adverse Effect,, and no event has occurred which could reasonably be expected to cause the loss of such registered status. (c) permit All material obligations of the Borrower and each other Loan Party (including fiduciary, security, investment and administration obligations) required to exist, or allow any other Credit Party to permit to exist, any accumulated funding deficiency, whether or not waived, be performed in connection with respect to any the Canadian Pension Plan in an amount which Plans and the funding agreements therefor have been performed on a timely basis, except to the extent that any failure to do so could not reasonably be expected to have a Material Adverse Effect;. (d) contribute There are no outstanding disputes concerning the assets of the Canadian Pension Plans or any benefit plans, except for any dispute which could not reasonably be expected to have a Material Adverse Effect. (e) No promises of benefit improvements under the Canadian Pension Plans or assume an obligation any benefit plans have been made except where such improvement could not reasonably be expected to contribute to, have a Material Adverse Effect. (f) As at the Effective Date: (i) All contributions or permit any other Credit Party to contribute to or assume an obligation to contribute to, any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario), unless such contribution is premiums required to be made or paid by a Requirement of Law; (e) acquire, or permit any the Borrower and each other Credit Loan Party to acquire, an interest in any Person if such Person sponsors, maintains the Canadian Pension Plans have been made or contributes to, or at any time in the six-year period preceding such acquisition has sponsored, maintained, or contributed to any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario); provided that, any Credit Party may acquire an interest in any such Person if such Person is acquired as a Permitted Acquisition and no Credit Party has any legal liability to perform such Person’s obligations or assume such Person’s liabilities; or (f) permit, or allow any other Credit Party to permit, the actuarial present value of the benefit liabilities (computed on an accumulated benefit obligation basis paid when due in accordance with GAAPthe terms of such plans and all Applicable Pension Laws; and (ii) under all All payments required to be made pursuant to Canadian Pension Plans which are supplemental retirement plans have been made by the relevant Loan Party when due in accordance with the aggregate terms of such plans, and all steps required to exceed be taken under the current value trust agreements for such plans (when applicable) have been taken on a timely basis, including steps to obtain or maintain retirement compensation arrangement refundable tax accounts (where applicable). (g) There have been no withdrawals or material applications of the assets of all the Canadian Pension Plans or any benefit plans made in violation of Applicable Pension Laws or the terms of such Canadian Pension Plans. (h) For each Canadian Pension Plan all required employee contributions have been properly withheld by the Company or the relevant Subsidiary and fully paid into the funding arrangements for the applicable Canadian Pension Plan. (i) Except as disclosed in Schedule 3.11 for any Defined Benefit Plan sponsored by the Company or any Subsidiary: (i) where such Defined Benefit Plan is funded, it was fully funded on both a going concern basis and a solvency basis as of the date of the most recently prepared actuarial valuation, on the basis of the actuarial methods and assumptions used in the aggregate that are allocable to such benefit liabilitiesvaluation report, in each case only to except where the extent such liabilities and assets relate to benefits to be paid to employees amount of the Credit Parties, by an amount that could any underfunding would not reasonably be expected to cause a Material Adverse Effect, and where such Defined Benefit Plan is not funded, the obligations in respect of such Defined Benefit Plan are accrued in the financial statements of the Company and its Subsidiaries; and (ii) no material changes have occurred since the date of such actuarial valuation reports which could reasonably be expected to materially adversely affect the conclusions of the actuary concerning the funding of any Defined Benefit Plan. (j) As at the Effective Date: (i) There are no assessments owed or which could become owing by any Loan Party to the Ontario Pension Benefits Guarantee Fund or other assessments or payments required under similar legislation in any other Canadian jurisdiction; and (ii) No Loan Party or Related Party sponsors, maintains or contributes to any employee pension or other retirement income plan outside of Canada or the United States.

Canadian Pension Plans. Each Credit Party shall notshall: (a) terminatefor each existing, or permit any other Credit Party to terminatehereafter adopted, any Canadian Pension Plan in a manner, or take any other action with respect to any Canadian Pension Plan which could reasonably be expected to result in any material liability of a Credit Party; (b) fail to make, or permit any other Credit Party to fail to make, full payment when due of all amounts which, under the provisions of any Canadian Pension Plan, comply in a timely fashion with and perform all of its obligations (including fiduciary, funding, investment and administration obligations) under and in respect of such Canadian Pension Plan, including under any funding agreements, any applicable collective bargaining agreement relating thereto or applicable Law, and all laws (including the Borrower or any other Credit Party is required to pay as contributions theretoCanadian Pension Regulations), except where the any failure to make such payments do so could not reasonably be expected to have a Material Adverse Effect, (c) permit to exist, or allow any other Credit Party to permit to exist, any accumulated funding deficiency, whether or not waived, with respect to any Canadian Pension Plan in an amount which could reasonably be expected to have a Material Adverse Effect; (db) contribute remit or pay all employer and employee payments, contributions or premiums required to be remitted, paid to or assume an obligation in respect of each Canadian Pension Plan in a timely fashion in accordance with the terms thereof, any funding agreements, any applicable collective bargaining agreement and all laws (including the Canadian Pension Regulations); (c) furnish to contribute tothe Administrative Agent (i) promptly after becoming aware of any failure to make, remit or permit pay any employee or employer payments, contributions (including “normal cost”, “special payments” and any other payments in respect of any funding deficiencies or shortfalls) or premiums to a Canadian Pension Plan on a timely basis which remains unpaid, written notice thereof, together with an explanation of the actions taken or proposed to be taken by the applicable Credit Party relating thereto, (ii) promptly after becoming aware of any decision or action taken by a Credit Party to contribute to wind up or assume an obligation to contribute to, terminate any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario), unless such contribution is required to be made by a Requirement of Law; (e) acquire, or permit any other Credit Party to acquire, an interest in any Person if such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition has sponsored, maintained, or contributed to any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario); provided that, any Credit Party may acquire an interest in any such Person if such Person is acquired as a Permitted Acquisition and no Credit Party has any legal liability to perform such Person’s obligations or assume such Person’s liabilities; or (f) permit, or allow any other Credit Party to permit, the actuarial present value of the benefit liabilities (computed on an accumulated benefit obligation basis in accordance with GAAP) under all Canadian Pension Plans in Plan that provides for defined benefits (other than an Ontario Pension Plan) or any decision or written notice of a Governmental Authority ordering, proposing to order or indicating an intention to order the aggregate to exceed the current value partial or full termination of the assets of all any Canadian Pension Plans in Plan that provides for defined benefits or the aggregate that are allocable to such benefit liabilities, in each case only to the extent such liabilities and assets relate to benefits to be paid to employees occurrence of the Credit Parties, by an amount that or forthcoming occurrence of any event which could reasonably be expected to cause result in the partial or full termination of any Canadian Pension Plan that provides for defined benefits, written notice thereof, together with an explanation of the actions taken or proposed to be taken by the applicable Credit Party relating thereto and (iii) not less than thirty (30) days (or such shorter period as is reasonably practicable in the case of an arm’s-length sale of any Canadian Pension Plan to a Material Adverse Effectbuyer who assumes all liabilities thereunder) prior to the windup or termination by any Credit Party of any Ontario Pension Plan which provides defined benefits, notice of such event; (d) for each existing, or hereafter adopted, registered Canadian Pension Plan, ensure that such plan retains its registered status under applicable laws; and (e) comply in all material respects with all covenants, responsibilities and other obligations imposed on the Company and each of its Subsidiaries under the Government Pension Agreements.

Canadian Pension Plans. Each Credit Party shall not: (a) terminateNo Loan Party has established, maintains or contributes to, or permit has any other Credit Party unsatisfied obligation to terminatecontribute to, or liability under, any active or terminated Canadian Pension Plan in a mannerother than (i) on the Closing Date, or take any other action with respect to any those listed on Schedule 6.23 and (ii) thereafter, Canadian Pension Plan which could reasonably be expected to result in any material liability of a Credit Party;Plans not otherwise prohibited by this Agreement. (b) fail All obligations of each Loan Party (including fiduciary, funding, investment and administration obligations) required to make, or permit any other Credit Party to fail to make, full payment when due of all amounts which, under be performed in connection with the provisions of any Canadian Pension Plan, Plans or the funding agreements therefor have been performed in a timely fashion save for any agreement relating thereto or applicable Law, the Borrower or any other Credit Party is required to pay as contributions thereto, except where the failure to make such payments could do so which would not reasonably be expected to have a Material Adverse Effect, (c) permit to exist, or allow any other Credit Party to permit to exist, any accumulated funding deficiency, whether or not waived, with respect . There are no outstanding disputes concerning the assets held pursuant to any Canadian Pension Plan in an amount such funding agreement which could would reasonably be expected to have a Material Adverse Effect;. (c) All contributions or premiums required to be made by any Loan Party to the Canadian Pension Plans have been made in a timely fashion in accordance with the terms of the Canadian Pension Plans and Applicable Law save for any failure to do so which would not reasonably be expected to have a Material Adverse Effect. (d) contribute All employee contributions to the Canadian Pension Plans required to be made by way of authorized payroll deduction have been properly withheld by each Loan Party and fully paid into the Canadian Pension Plans in a timely fashion save for any failure to do so which would not reasonably be expected to have a Material Adverse Effect. (e) All reports and disclosures relating to the Canadian Pension Plans required by any Applicable Law have been filed or assume an obligation distributed in a timely fashion save for any failure to contribute todo so which would not reasonably be expected to have a Material Adverse Effect. (f) There have been no improper withdrawals, or permit applications of, the assets of any other Credit Party of the Canadian Pension Plans which would reasonably be expected to contribute to or assume an obligation to contribute tohave a Material Adverse Effect. (g) No amount is owing by any of the Canadian Pension Plans under the ITA, any taxation statute or otherwise which would reasonably be expected to have a Material Adverse Effect. (h) There are no pending or, to the knowledge of any Loan Party, after due inquiry, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Canadian Pension Plan which would reasonably be expected to have a Material Adverse Effect. There exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such proceeding, claim, action or lawsuit. (i) Each Canadian Pension Plan is in compliance with the applicable provisions of the ITA and other Applicable Law save for non-compliance which would not reasonably be expected to have a Material Adverse Effect. (j) No Canadian Pension Plan contains a “multi-employer pension plandefined benefit provision” as such term is defined in the Pension Benefits Act (Ontario), unless such contribution is required to be made by a Requirement of Law; (e) acquire, or permit any other Credit Party to acquire, an interest in any Person if such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition has sponsored, maintained, or contributed to any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario); provided that, any Credit Party may acquire an interest in any such Person if such Person is acquired as a Permitted Acquisition and no Credit Party has any legal liability to perform such Person’s obligations or assume such Person’s liabilities; or (f) permit, or allow any other Credit Party to permit, the actuarial present value of the benefit liabilities (computed on an accumulated benefit obligation basis in accordance with GAAP) under all Canadian Pension Plans in the aggregate to exceed the current value of the assets of all Canadian Pension Plans in the aggregate that are allocable to such benefit liabilities, in each case only to the extent such liabilities and assets relate to benefits to be paid to employees of the Credit Parties, by an amount that could reasonably be expected to cause a Material Adverse EffectITA.

Canadian Pension Plans. Each Credit Party shall notshall: (a) terminatefor each existing, or permit any other Credit Party to terminatehereafter adopted, any Canadian Pension Plan in a manner, or take any other action with respect to any Canadian Pension Plan which could reasonably be expected to result in any material liability of a Credit Party; (b) fail to make, or permit any other Credit Party to fail to make, full payment when due of all amounts which, under the provisions of any Canadian Pension Plan, comply in a timely fashion with and perform all of its obligations (including fiduciary, funding, investment and administration obligations) under and in respect of such Canadian Pension Plan, including under any funding agreements, any applicable collective bargaining agreement relating thereto or applicable Law, and all laws (including the Borrower or any other Credit Party is required to pay as contributions theretoCanadian Pension Regulations), except where the any failure to make such payments do so could not reasonably be expected to have a Material Adverse Effect, (c) permit to exist, or allow any other Credit Party to permit to exist, any accumulated funding deficiency, whether or not waived, with respect to any Canadian Pension Plan in an amount which could reasonably be expected to have a Material Adverse Effect; (db) contribute remit or pay all employer and employee payments, contributions or premiums required to be remitted, paid to or assume an obligation in respect of each Canadian Pension Plan in a timely fashion in accordance with the terms thereof, any funding agreements, any applicable collective bargaining agreement and all laws (including the Canadian Pension Regulations); (c) furnish to contribute tothe Administrative Agent (i) promptly after becoming aware of any failure to make, remit or permit pay any employee or employer payments, contributions (including “normal cost,” “special payments” and any other payments in respect of any funding deficiencies or shortfalls) or premiums to a Canadian Pension Plan on a timely basis which remains unpaid, written notice thereof, together with an explanation of the actions taken or proposed to be taken by the applicable Credit Party relating thereto, (ii) promptly after becoming aware of any decision or action taken by a Credit Party to contribute to wind up or assume an obligation to contribute to, terminate any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario), unless such contribution is required to be made by a Requirement of Law; (e) acquire, or permit any other Credit Party to acquire, an interest in any Person if such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition has sponsored, maintained, or contributed to any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario); provided that, any Credit Party may acquire an interest in any such Person if such Person is acquired as a Permitted Acquisition and no Credit Party has any legal liability to perform such Person’s obligations or assume such Person’s liabilities; or (f) permit, or allow any other Credit Party to permit, the actuarial present value of the benefit liabilities (computed on an accumulated benefit obligation basis in accordance with GAAP) under all Canadian Pension Plans in Plan that provides for defined benefits (other than an Ontario Pension Plan) or any decision or written notice of a Governmental Authority ordering, proposing to order or indicating an intention to order the aggregate to exceed the current value partial or full termination of the assets of all any Canadian Pension Plans in Plan that provides for defined benefits or the aggregate that are allocable to such benefit liabilities, in each case only to the extent such liabilities and assets relate to benefits to be paid to employees occurrence of the Credit Parties, by an amount that or forthcoming occurrence of any event which could reasonably be expected to cause result in the partial or full termination of any Canadian Pension Plan that provides for defined benefits, written notice thereof, together with an explanation of the actions taken or proposed to be taken by the applicable Credit Party relating thereto and (iii) not less than thirty (30) days (or such shorter period as is reasonably practicable in the case of an arm’s-length sale of any Canadian Pension Plan to a Material Adverse Effectbuyer who assumes all liabilities thereunder) prior to the windup or termination by any Credit Party of any Ontario Pension Plan which provides defined benefits, notice of such event; (d) for each existing, or hereafter adopted, registered Canadian Pension Plan, ensure that such plan retains its registered status under applicable laws; and (e) comply in all material respects with all covenants, responsibilities and other obligations imposed on the Company and each of its Subsidiaries under the Government Pension Agreements.

Canadian Pension Plans. Each Credit Party The CDN Borrower shall not: (a) terminatecause each of the Canadian Pension Plans of which a Borrower or a Restricted Subsidiary, as applicable, is the administrator or permit any plan sponsor, to be administered in accordance with the requirements of the applicable pension plan texts, funding agreements, the Income Tax Act (Canada) and applicable federal, provincial or territorial pension benefits legislation, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (b) other Credit Party to terminatethan in the normal course of business, not voluntarily terminate any Canadian Pension Plan in of which a manner, Borrower or take any other action with respect to any Canadian Pension Plan which a Restricted Subsidiary is the administrator or plan sponsor if such plan would have a solvency deficiency or wind-up deficiency on termination that could reasonably be expected to result have, either individually or in the aggregate, including following a filing by such Borrower or Restricted Subsidiary for protection from its creditors pursuant to the Companies Creditors Arrangement Act (Canada), a Material Adverse Effect; (c) promptly provide the Agent with any filed documentation relating to the Canadian Pension Plans as the Agent may reasonably request, subject to applicable law; (d) notify the Agent within thirty (30) days of becoming aware of (i) a material liability of a Credit Party; (b) fail to make, or permit any other Credit Party to fail to make, full payment when due of all amounts which, under increase in the provisions liabilities of any Canadian Pension Plan, other than an increase resulting from the merger of any agreement relating thereto existing Canadian Pension Plans, (ii) the establishment of a new registered pension plan that is a defined benefit pension plan, other than one created through the merger of any existing Canadian Pension Plans, or applicable Law, (iii) the commencement of payments of contributions to any defined benefit Canadian Pension Plan to which any Borrower or Restricted Subsidiary had not previously been paying or contributing, other than one created through the merger of any other Credit Party existing Canadian Pension Plans, in each case as could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (e) promptly notify the Agent on becoming aware of any order or notice of intention to issue an order from the applicable pensions standards regulator that could reasonably be expected to cause the termination, in whole or in part, of any Canadian Pension Plan if such plan would have a solvency deficiency or wind-up deficiency on termination that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (f) promptly notify the Agent on becoming aware of the occurrence of any event with respect to a Canadian Pension Plan that is required reasonably likely to pay as contributions theretoresult in the occurrence by a Borrower or a Restricted Subsidiary, except where the failure to make such payments could not of any liability, fine or penalty that would reasonably be expected to have a Material Adverse Effect, (c) permit to exist, or allow any other Credit Party to permit to exist, any accumulated funding deficiency, whether or not waived, with respect to any Canadian Pension Plan in an amount which could reasonably be expected to have a Material Adverse Effect; (d) contribute to or assume an obligation to contribute to, or permit any other Credit Party to contribute to or assume an obligation to contribute to, any “multi-employer pension plan” as such term is defined and in the Pension Benefits Act (Ontario)notice to the Agent thereof, unless such contribution is required to be made by a Requirement provide copies of Law; (e) acquire, or permit any other Credit Party to acquire, an interest in any Person if such Person sponsors, maintains or contributes to, or at any time all documentation in the six-year period preceding possession of any Borrower or Restricted Subsidiary (or documentation which such acquisition has sponsored, maintained, Borrower or contributed to any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario); provided that, any Credit Party Restricted Subsidiary may acquire an interest in any such Person if such Person is acquired as a Permitted Acquisition and no Credit Party has any legal liability to perform such Person’s obligations or assume such Person’s liabilities; or (freasonably request) permit, or allow any other Credit Party to permit, the actuarial present value of the benefit liabilities (computed on an accumulated benefit obligation basis in accordance with GAAP) under all Canadian Pension Plans in the aggregate to exceed the current value of the assets of all Canadian Pension Plans in the aggregate that are allocable to such benefit liabilities, in each case only to the extent such liabilities and assets relate to benefits to be paid to employees of the Credit Parties, by an amount that could reasonably be expected to cause a Material Adverse Effectrelating thereto.

Canadian Pension Plans. Each Credit Party shall not: (a) terminatePromptly after any Canadian Domiciled Loan Party or any of its Subsidiaries or any of its Affiliates knows or has reason to know of the occurrence of any of the following events, the applicable Canadian Domiciled Loan Party will deliver to Agent a certificate of a Senior Officer of the applicable Canadian Domiciled Loan Party setting forth details as to such occurrence and the action, if any, that such Canadian Domiciled Loan Party, such Subsidiary or permit such Affiliate is required or proposes to take, together with any other Credit Party notices (required, proposed or otherwise) given to terminateor filed with or by such Canadian Domiciled Loan Party, any such Subsidiary, such Affiliate, the FSCO, a Canadian Pension Plan in a manner, participant (other than notices relating to an individual participant’s benefits) or take any other action with respect to any the Canadian Pension Plan which could reasonably be expected to result in administrator with respect thereto: any material liability of a Credit Party; (b) fail to make, violation or permit any other Credit Party to fail to make, full payment when due of all amounts which, under the provisions asserted violation of any Canadian Pension PlanApplicable Law (including the PBA), any agreement relating thereto for which there is a reasonable likelihood that there will be an adverse determination, and such adverse determination would have or applicable Law, the Borrower or any other Credit Party is required to pay as contributions thereto, except where the failure to make such payments could not reasonably be expected to have a Material Adverse Effect, (c) permit to exist, or allow any other Credit Party to permit to exist, any accumulated funding deficiency, whether or not waived, with respect to any Canadian Pension Plan in an amount which could reasonably be expected to have a Material Adverse Effect;; or the occurrence of any Termination Event. (db) contribute to or assume an obligation to contribute toEach Canadian Domiciled Loan Party’s and its Subsidiaries’ Canadian Pension Plans shall be duly registered and administered in all respects in material compliance with, or permit any other Credit Party to contribute to or assume an obligation to contribute toas applicable, any “multi-employer pension plan” as such term is defined in the Pension Benefits PBA, the Income Tax Act (OntarioCanada) and all other Applicable Law (including regulations, orders and directives), unless such contribution is and the terms of the Canadian Pension Plans and any agreements relating thereto. Each Canadian Domiciled Loan Party shall ensure that it and its Subsidiaries: (i) pays all amounts required to be made paid by it or them in respect of such Canadian Pension Plan when due; (ii) has no Lien on any of its or their property that arises or exists in respect of any Canadian Pension Plan (except with respect to contribution amounts not yet due); (iii) does not engage in a Requirement of Law; (e) acquire, prohibited transaction or permit breach any other Credit Party to acquire, an interest in any Person if such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition has sponsored, maintained, or contributed Applicable Laws with respect to any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario); provided that, any Credit Party may acquire an interest in any such Person if such Person is acquired as a Permitted Acquisition and no Credit Party has any legal liability to perform such Person’s obligations or assume such Person’s liabilities; or (f) permit, or allow any other Credit Party to permit, the actuarial present value of the benefit liabilities (computed on an accumulated benefit obligation basis in accordance with GAAP) under all Canadian Pension Plans in the aggregate to exceed the current value of the assets of all Canadian Pension Plans in the aggregate that are allocable to such benefit liabilities, in each case only to the extent such liabilities and assets relate to benefits to be paid to employees of the Credit Parties, by an amount Plan that could reasonably be expected to cause result in a Material Adverse EffectEffect in respect of such Canadian Pension Plan; (iv) does not permit to occur or continue any Termination Event; and (v) during the term of this Agreement, does not maintain, contribute or have any liability in respect of a Canadian Multi-Employer Plan or Canadian Pension Plan which provides benefits on a defined benefit basis.

Canadian Pension Plans. Each Credit Party shall not: (ai) terminate, or permit any other Credit Party to terminate, any The only Canadian Pension Plan Plans ---------------------- of the Borrower are one or more defined contribution pension plans; (ii) each Canadian Pension Plan, when established by the Borrower, will be in a mannercompliance in all material respects with all applicable pension benefits and tax laws; (iii) all contributions (including employee contributions made by authorized payroll deductions) required to be made to the appropriate funding agency in accordance with all applicable laws and the terms of each Canadian Pension Plan, once established, will be made in accordance with applicable laws and the terms of each Canadian Pension Plan; and (iv) no event has occurred or take any other action will occur and no condition exists or will exist with respect to any Canadian Pension Plan which that has resulted or could reasonably be expected to result in any material liability Canadian Pension Plan having its registration revoked or refused for the purposes of a Credit Party; (b) fail to make, any applicable pension benefits or permit any other Credit Party to fail to make, full payment when due of all amounts which, tax laws or being placed under the provisions administration of any Canadian Pension Plan, any agreement relating thereto relevant pension benefits regulatory authority or applicable Law, the Borrower or any other Credit Party is being required to pay as contributions theretoany taxes or penalties under any applicable pension benefits or tax laws; except in each case under clauses (i) through (iv) above, except where to the failure to make such payments extent that any of the foregoing could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect,. (cb) permit to exist, or allow any other Credit Party to permit to exist, any accumulated funding deficiency, whether or not waived, with With respect to any retirement or other deferred compensation plan maintained, administered or contributed to by or to which there may be an obligation to contribute by the Borrower or any of its Subsidiaries in respect of employees in Canada which is not a Canadian Pension Plan Plan, all required contributions have been made and there are no unfunded liabilities in an amount which respect of such plans (either on a "going concern" or on a "winding up" basis and determined in accordance with all applicable laws and using assumptions and methods that are appropriate in the circumstances and in accordance with generally accepted actuarial principles and practices in Canada), except to the extent that all such unfunded liabilities and failures to make required contributions could not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (d) contribute to or assume an obligation to contribute to, or permit any other Credit Party to contribute to or assume an obligation to contribute to, any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario), unless such contribution is required to be made by a Requirement of Law; (e) acquire, or permit any other Credit Party to acquire, an interest in any Person if such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition has sponsored, maintained, or contributed to any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario); provided that, any Credit Party may acquire an interest in any such Person if such Person is acquired as a Permitted Acquisition and no Credit Party has any legal liability to perform such Person’s obligations or assume such Person’s liabilities; or (f) permit, or allow any other Credit Party to permit, the actuarial present value of the benefit liabilities (computed on an accumulated benefit obligation basis in accordance with GAAP) under all Canadian Pension Plans in the aggregate to exceed the current value of the assets of all Canadian Pension Plans in the aggregate that are allocable to such benefit liabilities, in each case only to the extent such liabilities and assets relate to benefits to be paid to employees of the Credit Parties, by an amount that could reasonably be expected to cause a Material Adverse Effect.

Canadian Pension Plans. Each Credit Party shall not: (a) terminate, or permit any other Credit Party to terminate, Promptly after any Canadian Pension Domiciled Loan Party or any Subsidiary or any Affiliate knows or has reason to know of the occurrence of any of the following events, the applicable Canadian Domiciled Loan Party will deliver to the Agent a certificate of a Senior Officer of the applicable Canadian Domiciled Loan Party setting forth details as to such occurrence and the action, if any, that such Canadian Domiciled Loan Party, such Subsidiary or such Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Canadian Domiciled Loan Party, such Subsidiary, such Affiliate, the FSCO, a Canadian Employee Plan in a manner, participant (other than notices relating to an individual participant’s benefits) or take any other action the Canadian Employee Plan administrator with respect to thereto: any Canadian Pension Plan which could reasonably be expected to result in any material liability of a Credit Party; (b) fail to make, violation or permit any other Credit Party to fail to make, full payment when due of all amounts which, under the provisions asserted violation of any Canadian Pension PlanRequirements of Law (including PBA), any agreement relating thereto for which there is a reasonable likelihood that there will be an adverse determination, and such adverse determination would have or applicable Law, the Borrower or any other Credit Party is required to pay as contributions thereto, except where the failure to make such payments could not reasonably be expected to have a Material Adverse Effect, (c) permit to exist, or allow any other Credit Party to permit to exist, any accumulated funding deficiency, whether or not waived, with respect to any Canadian Pension Plan in an amount which could reasonably be expected to have a Material Adverse Effect;; the occurrence of any Termination Event. (b) Each Canadian Domiciled Loan Party’s and its Subsidiaries’ Canadian Pension Plans shall be duly registered and administered in all respects in material compliance with, as applicable, the PBA, the Income Tax Act (Canada) and all other Requirements of Law (including regulations, orders and directives), and the terms of the Canadian Pension Plans and any agreements relating thereto. Each Canadian Domiciled Loan Party shall ensure that it and its Subsidiaries: (a) has no Unfunded Current Liability in respect of any Canadian Pension Plan, including any Canadian Pension Plan to be established and administered by it or them; (b) pay all amounts required to be paid by it or them in respect of such Canadian Pension Plan when due; (c) has no Lien on any of its or their property that arises or exists in respect of any Canadian Pension Plan except as disclosed in Schedule 10.2.2; (d) contribute to do not engage in a prohibited transaction or assume an obligation to contribute to, or permit breach any other Credit Party to contribute to or assume an obligation to contribute to, any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario), unless such contribution is required to be made by a Requirement of Law; (e) acquire, or permit any other Credit Party to acquire, an interest in any Person if such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition has sponsored, maintained, or contributed applicable laws with respect to any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario); provided that, any Credit Party may acquire an interest in any such Person if such Person is acquired as a Permitted Acquisition and no Credit Party has any legal liability to perform such Person’s obligations or assume such Person’s liabilities; or (f) permit, or allow any other Credit Party to permit, the actuarial present value of the benefit liabilities (computed on an accumulated benefit obligation basis in accordance with GAAP) under all Canadian Pension Plans in the aggregate to exceed the current value of the assets of all Canadian Pension Plans in the aggregate that are allocable to such benefit liabilities, in each case only to the extent such liabilities and assets relate to benefits to be paid to employees of the Credit Parties, by an amount Plan that could reasonably be expected to cause result in a Material Adverse EffectEffect in respect of such Canadian Pension Plan; (e) do not permit to occur or continue any Termination Event; and (f) not maintain, contribute or have any liability in respect of a Canadian Pension Plan which provides benefits on a defined benefit basis during the term of this Agreement.

Canadian Pension Plans. Each Credit Party shall not: (a) terminate, or permit any other Credit Party to terminate, any Schedule 3.11 sets forth all of the Canadian Pension Plan in a manner, or take any other action with respect to any Canadian Pension Plan which could reasonably be expected to result in any material liability of a Plans for each Credit Party;. (b) fail to makeThe Canadian Pension Plans are, or permit with the exception of supplemental retirement plans for eligible employees, duly registered under the ITA and any other Credit Party Applicable Pension Laws which require registration, have been administered in accordance with the ITA and such other Applicable Pension Laws, except to fail the extent that any failure to make, full payment when due of all amounts which, under the provisions of so administer any such Canadian Pension Plan, any agreement relating thereto or applicable Law, the Borrower or any other Credit Party is required to pay as contributions thereto, except where the failure to make such payments Plan could not reasonably be expected to have a Material Adverse Effect,, and no event has occurred which could reasonably be expected to cause the loss of such registered status. (c) permit to exist, or allow any All material obligations of the Borrower and each other Credit Party (including fiduciary, security, investment and administration obligations) required to permit to exist, any accumulated funding deficiency, whether or not waived, be performed in connection with respect to any the Canadian Pension Plan in an amount which Plans and the funding agreements therefor have been performed on a timely basis, except to the extent that any failure to do so could not reasonably be expected to have a Material Adverse Effect;. (d) contribute There are no outstanding disputes concerning the assets of the Canadian Pension Plans or any benefit plans, except for any dispute which could not reasonably be expected to have a Material Adverse Effect. (e) No promises of benefit improvements under the Canadian Pension Plans or assume an obligation any benefit plans have been made except where such improvement could not reasonably be expected to contribute to, have a Material Adverse Effect. (f) As at the Effective Date: (i) All contributions or permit any premiums required to be made or paid by the Borrower and each other Credit Party to contribute to the Canadian Pension Plans have been made or assume an obligation to contribute to, any “multi-employer pension plan” as paid when due in accordance with the terms of such term is defined in the plans and all Applicable Pension Benefits Act Laws; and (Ontario), unless such contribution is ii) All payments required to be made pursuant to Canadian Pension Plans which are supplemental retirement plans have been made by a Requirement of Law; (e) acquire, or permit any other the relevant Credit Party to acquire, an interest in any Person if such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition has sponsored, maintained, or contributed to any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario); provided that, any Credit Party may acquire an interest in any such Person if such Person is acquired as a Permitted Acquisition and no Credit Party has any legal liability to perform such Person’s obligations or assume such Person’s liabilities; or (f) permit, or allow any other Credit Party to permit, the actuarial present value of the benefit liabilities (computed on an accumulated benefit obligation basis when due in accordance with GAAPthe terms of such plans, and all steps required to be taken under the trust agreements for such plans (when applicable) under all Canadian Pension Plans in the aggregate have been taken on a timely basis, including steps to exceed the current value obtain or maintain retirement compensation arrangement refundable tax accounts (where applicable). (g) There have been no withdrawals or material applications of the assets of all the Canadian Pension Plans or any benefit plans made in violation of Applicable Pension Laws or the terms of such Canadian Pension Plans. (h) For each Canadian Pension Plan all required employee contributions have been properly withheld by CPC or the relevant Subsidiary and fully paid into the funding arrangements for the applicable Canadian Pension Plan. (i) Except as disclosed in Schedule 3.11 for any Canadian Pension Plan or fund which is a defined benefit plan (“Defined Benefit Plan”), sponsored by CPC or any Subsidiary: (i) where such Defined Benefit Plan is funded, it was fully funded on both a going concern basis and a solvency basis as of the date of the most recently prepared actuarial valuation, on the basis of the actuarial methods and assumptions used in the aggregate that are allocable to such benefit liabilitiesvaluation report, in each case only to except where the extent such liabilities and assets relate to benefits to be paid to employees amount of the Credit Parties, by an amount that could any underfunding would not reasonably be expected to cause a Material Adverse Effect, and where such Defined Benefit Plan is not funded, the obligations in respect of such Defined Benefit Plan are accrued in the financial statements of CPC and its Subsidiaries; and (ii) no material changes have occurred since the date of such actuarial valuation reports which could reasonably be expected to materially adversely affect the conclusions of the actuary concerning the funding of any Defined Benefit Plan. (j) As at the Effective Date: (i) There are no assessments owed or which could become owing by any Credit Party to the Ontario Pension Benefits Guarantee Fund or other assessments or payments required under similar legislation in any other Canadian jurisdiction; and (ii) No Credit Party or Related Party sponsors, maintains or contributes to any employee pension or other retirement income plan outside of Canada or the United States.

Canadian Pension Plans. Each Credit Party shall not: (a) terminateExcept to the extent that any one or more failures of the following representations and warranties contained in this subsection 7.19 to be true and correct could not, in the aggregate, reasonably be expected to have a material adverse effect on the business, operations, property or permit any financial or other Credit Party to terminate, any condition of the Sifto Group: (i) each Canadian Pension Plan is in compliance in all material respects with all applicable pension benefits and tax laws; (ii) no Canadian Pension Plan has any unfunded liabilities (either on a manner, "going concern" or take on a "winding up" basis and determined in accordance with all applicable laws and using assumptions and methods that are appropriate in the circumstances and in accordance with generally accepted actuarial principles and practices in Canada); (iii) all contributions (including any other action special payments to amortize any unfunded liabilities and employee contributions made by authorized payroll deductions) required to be made to the appropriate funding agency in accordance with all applicable laws and the terms of each Canadian Pension Plan have been made in accordance with all applicable laws and the terms of each Canadian Pension Plan; (iv) no event has occurred and no condition exists with respect to any Canadian Pension Plan which that has resulted or could reasonably be expected to result in any material liability Canadian Pension Plan being ordered or required to be wound up in whole or in part pursuant to any applicable pension benefits laws or having its registration revoked or refused for the purposes of any applicable pension benefits or tax laws or being placed under the administration of any relevant pension benefits regulatory authority or being required to pay any taxes or penalties under any applicable pension benefits or tax laws; (v) no order has been made and no notice has been given pursuant to any applicable pension benefits or tax laws in respect of any Canadian Pension Plan requiring (or proposing to require) any Person to take or to refrain from taking any action in respect thereof or that there has (or there are circumstances that indicate that there has) been a contravention of any such applicable laws; (vi) no event has occurred and no condition exists which has resulted or could result in any Borrower being required to pay, repay or refund any amount (other than contributions required to be made or benefits or expenses required to be paid in the ordinary course) to or on account of any Canadian Pension Plan or a current or former member thereof; and (vii) no event has occurred and no condition exists that has resulted or could result in a payment being made out of a Credit Party;guarantee fund established under any applicable pension benefits laws in respect of a Canadian Pension Plan. (b) fail With respect to makeany pension, retirement or permit any other Credit Party to fail to make, full payment when due of all amounts which, under the provisions of any deferred compensation plan maintained by a Borrower which is not a Canadian Pension Plan, any agreement relating thereto all required contributions have been made and there are no unfunded liabilities in respect of such plans (either on a "going concern" or on a "winding up" basis and determined in accordance with all applicable Law, laws and using assumptions and methods that are appropriate in the Borrower or any other Credit Party is required to pay as contributions theretocircumstances and in accordance with generally accepted actuarial principles and practices in Canada), except where to the failure extent that all such unfunded liabilities and failures to make such payments required contributions could not not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) permit to existmaterial adverse effect on the business, operations, property or allow any financial or other Credit Party to permit to exist, any accumulated funding deficiency, whether or not waived, with respect to any Canadian Pension Plan in an amount which could reasonably be expected to have a Material Adverse Effect; (d) contribute to or assume an obligation to contribute to, or permit any other Credit Party to contribute to or assume an obligation to contribute to, any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario), unless such contribution is required to be made by a Requirement of Law; (e) acquire, or permit any other Credit Party to acquire, an interest in any Person if such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition has sponsored, maintained, or contributed to any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario); provided that, any Credit Party may acquire an interest in any such Person if such Person is acquired as a Permitted Acquisition and no Credit Party has any legal liability to perform such Person’s obligations or assume such Person’s liabilities; or (f) permit, or allow any other Credit Party to permit, the actuarial present value condition of the benefit liabilities (computed on an accumulated benefit obligation basis in accordance with GAAP) under all Canadian Pension Plans in the aggregate to exceed the current value of the assets of all Canadian Pension Plans in the aggregate that are allocable to such benefit liabilities, in each case only to the extent such liabilities and assets relate to benefits to be paid to employees of the Credit Parties, by an amount that could reasonably be expected to cause a Material Adverse EffectSifto Group.

Canadian Pension Plans. Each Credit Party shall notshall: (a) terminatefor each existing, or permit any other Credit Party to terminatehereafter adopted, any Canadian Pension Plan in a manner, or take any other action with respect to any Canadian Pension Plan which could reasonably be expected to result in any material liability of a Credit Party; (b) fail to make, or permit any other Credit Party to fail to make, full payment when due of all amounts which, under the provisions of any Canadian Pension Plan, comply in a timely fashion with and perform all of its obligations (including fiduciary, funding, investment and administration obligations) under and in respect of such Canadian Pension Plan, including under any funding agreements, any applicable collective bargaining agreement relating thereto or applicable Law, and all laws (including the Borrower or any other Credit Party is required to pay as contributions theretoCanadian Pension Regulations), except where the any failure to make such payments do so could not reasonably be expected to have a Material Adverse Effect, (c) permit to exist, or allow any other Credit Party to permit to exist, any accumulated funding deficiency, whether or not waived, with respect to any Canadian Pension Plan in an amount which could reasonably be expected to have a Material Adverse Effect; (db) contribute remit or pay all employer and employee payments, contributions or premiums required to be remitted, paid to or assume an obligation in respect of each Canadian Pension Plan in a timely fashion in accordance with the terms thereof, any funding agreements, any applicable collective bargaining agreement and all laws (including the Canadian Pension Regulations); (c) furnish to contribute tothe Administrative Agent (i) promptly after becoming aware of any failure to make, remit or permit pay any employee or employer payments, contributions (including “normal cost”,” “special payments” and any other payments in respect of any funding deficiencies or shortfalls) or premiums to a Canadian Pension Plan on a timely basis which remains unpaid, written notice thereof, together with an explanation of the actions taken or proposed to be taken by the applicable Credit Party relating thereto, (ii) promptly after becoming aware of any decision or action taken by a Credit Party to contribute to wind up or assume an obligation to contribute to, terminate any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario), unless such contribution is required to be made by a Requirement of Law; (e) acquire, or permit any other Credit Party to acquire, an interest in any Person if such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition has sponsored, maintained, or contributed to any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario); provided that, any Credit Party may acquire an interest in any such Person if such Person is acquired as a Permitted Acquisition and no Credit Party has any legal liability to perform such Person’s obligations or assume such Person’s liabilities; or (f) permit, or allow any other Credit Party to permit, the actuarial present value of the benefit liabilities (computed on an accumulated benefit obligation basis in accordance with GAAP) under all Canadian Pension Plans in Plan that provides for defined benefits (other than an Ontario Pension Plan) or any decision or written notice of a Governmental Authority ordering, proposing to order or indicating an intention to order the aggregate to exceed the current value partial or full termination of the assets of all any Canadian Pension Plans in Plan that provides for defined benefits or the aggregate that are allocable to such benefit liabilities, in each case only to the extent such liabilities and assets relate to benefits to be paid to employees occurrence of the Credit Parties, by an amount that or forthcoming occurrence of any event which could reasonably be expected to cause result in the partial or full termination of any Canadian Pension Plan that provides for defined benefits, written notice thereof, together with an explanation of the actions taken or proposed to be taken by the applicable Credit Party relating thereto and (iii) not less than thirty (30) days (or such shorter period as is reasonably practicable in the case of an arm’s-length sale of any Canadian Pension Plan to a Material Adverse Effectbuyer who assumes all liabilities thereunder) prior to the windup or termination by any Credit Party of any Ontario Pension Plan which provides defined benefits, notice of such event; (d) for each existing, or hereafter adopted, registered Canadian Pension Plan, ensure that such plan retains its registered status under applicable laws; and (e) comply in all material respects with all covenants, responsibilities and other obligations imposed on the Company and each of its Subsidiaries under the Government Pension Agreements.

Canadian Pension Plans. Each Credit Party shall not: (a) terminate, or permit any other Credit Party to terminate, any Canadian Pension Plan in a manner, or take any other action with respect to any Canadian Pension Plan which could reasonably be expected to result in any material liability of a Credit Party; (b) fail to make, or permit any other Credit Party to fail to make, full payment when due of all amounts which, under the provisions of any Canadian Pension Plan, any agreement relating thereto or applicable Law, the Borrower or any other Credit Party is required to pay as contributions thereto, except where the failure to make such payments could not reasonably be expected to have a Material Adverse Effect, (c) permit to exist, or allow any other Credit Party to permit to exist, any accumulated funding deficiency, whether or not waived, with respect to any Canadian Pension Plan in an amount which could reasonably be expected to have a Material Adverse Effect; (d) contribute to or assume an obligation to contribute to, or permit any other Credit Party to contribute to or assume an obligation to contribute to, any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario), unless such contribution is required to be made by a Requirement of Law; (e) acquire, or permit any other Credit Party to acquire, an interest in any Person if such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition has sponsored, maintained, or contributed to any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario); provided that, any Credit Party may acquire an interest in any such Person if such Person is acquired as a Permitted Acquisition in connection with an acquisition otherwise permitted hereunder and no Credit Party has any legal liability to perform such Person’s obligations or assume such Person’s liabilities; or (f) permit, or allow any other Credit Party to permit, the actuarial present value of the benefit liabilities (computed on an accumulated benefit obligation basis in accordance with GAAP) under all Canadian Pension Plans in the aggregate to exceed the current value of the assets of all Canadian Pension Plans in the aggregate that are allocable to such benefit liabilities, in each case only to the extent such liabilities and assets relate to benefits to be paid to employees of the Credit Parties, by an amount that could reasonably be expected to cause a Material Adverse Effect.