Common use of Canadian Terms Clause in Contracts

Canadian Terms. In this Agreement, (i) any term defined in this Agreement by reference to the “UCC” or “Code” shall also have any extended, alternative or analogous meaning given to such term in applicable Canadian personal property security and other laws (including, without limitation, the PPSA, the Bills of Exchange Act (Canada) and the Depository Bills and Notes Act (Canada)), in all cases for the extension, preservation or betterment of the security and rights of Agent, (ii) all references in this Agreement to “Article 8 of the Code” or “Article 8 of the Uniform Commercial Code” shall be deemed to refer also to applicable Canadian securities transfer laws (including, without limitation, the Securities Transfer Act, 2006 (Ontario) and the Securities Transfer Act (British Columbia), as applicable), (iii) all references in this Agreement to the United States Copyright Office or the United States Patent and Trademark Office shall be deemed to refer also to the Canadian Intellectual Property Office, (iv) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under applicable Canadian personal property security laws, (v) all references to federal or state securities law of the United States shall be deemed to refer also to analogous federal and provincial and territorial securities laws in Canada, (vi) all references to “state or federal bankruptcy laws” shall be deemed to refer also to any insolvency proceeding occurring in Canada or under Canadian law, (vii) all calculations of Dollar amounts which utilize amounts expressed in Canadian Dollars shall be made using the Dollar Equivalent of such Canadian Dollar amounts at the Exchange Rate and (viii) all financial statements required to be delivered to Agent or Lenders hereunder shall be presented in Dollars.

Canadian Terms. In this Agreement, (i) any term defined in this Agreement by reference to the “UCC” or “Uniform Commercial Code” shall also have any extended, alternative or analogous meaning given to such term in applicable Canadian personal property security and other laws (including, without limitation, the PPSA, the Bills of Exchange Act (Canada) and the Depository Bills and Notes Act (Canada)), in all cases for the extension, preservation or betterment of the security and rights of the Agent, (ii) all references in this Agreement to “Article 8 of the Code” or “Article 8 of the Uniform Commercial Code” shall be deemed to refer also to applicable Canadian securities transfer laws (including, without limitation, the Securities Transfer Act, 2006 (Ontario) and the Securities Transfer Act (British Columbia), as applicable), (iii) all references in this Agreement to the United States Copyright Office or the United States Patent and Trademark Office shall be deemed to refer also to the Canadian Intellectual Property Office, (iv) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under applicable Canadian personal property security laws, (v) all references to the United States, or to any subdivision, department, agency or instrumentality thereof shall be deemed to refer also to Canada, or to any subdivision, department, agency or instrumentality thereof, (vi) all references to federal or state securities law of the United States shall be deemed to refer also to analogous federal and provincial and territorial securities laws in Canada, (vivii) all references to “state or federal bankruptcy laws” shall be deemed to refer also to any insolvency proceeding occurring in Canada or under Canadian law, (viiviii) all calculations of U.S. Dollar amounts which utilize amounts expressed in Canadian Dollars shall be made using the U.S. Dollar Equivalent of such Canadian Dollar amounts at in a manner calculated by the Exchange Rate Agent and (viiiix) all financial statements required to be delivered to Agent or Lenders hereunder shall be presented in U.S. Dollars.

Canadian Terms. In this Agreement, (i) any term defined in this Agreement by reference to the “UCC” or “Uniform Commercial Code” shall also have any extended, alternative or analogous meaning given to such term in applicable Canadian personal property security and other laws Laws (including, without limitation, the PPSA, the Bills of Exchange Act (Canada) and the Depository Depositor, Bills and Notes Act (Canada)), in all cases for the extension, preservation or betterment of the security and rights of the Agent, (ii) all references in this Agreement to “Article 8 of the Code” or “Article 8 of the Uniform Commercial Code” shall be deemed to refer also to applicable Canadian securities transfer laws Laws (including, without limitation, the Securities Transfer Act, 2006 (Ontario) and the Securities Transfer Act (British Columbia), as applicableAlberta) or similar legislation in any other province of Canada), (iii) all references in this Agreement to the United States Copyright Office or the United States Patent and Trademark Office shall be deemed to refer also to the Canadian Intellectual Property OfficeOffice and/or the applicable divisions thereof, (iv) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under applicable Canadian personal property security lawsLaws, (v) all references to the United States of America, or to any subdivision, department, agency or instrumentality thereof shall be deemed to refer also to Canada, or to any subdivision, department, agency or instrumentality thereof, (vi) all references to federal or state securities law of the United States shall be deemed to refer also to analogous federal and federal, provincial and territorial securities laws Laws in Canada, (vivii) all references to “state or federal bankruptcy laws” shall be deemed to refer also to any insolvency proceeding occurring in effect in Canada or under Canadian law, (vii) all calculations of Dollar amounts which utilize amounts expressed in Canadian Dollars shall be made using the Dollar Equivalent of such Canadian Dollar amounts at the Exchange Rate and (viii) all financial statements required references to be delivered to Agent or Lenders hereunder Liens shall be presented deemed to refer also to hypothecs. In addition, without limiting the foregoing, the terms “accounts”, “chattel paper”, “goods”, “instruments”, “intangibles”, “proceeds”, “securities”, “investment property”, “document of title”, “inventory” and “equipment”, as and when used in Dollars.the description of Collateral located in Canada shall have the meanings given to such terms in the PPSA

Canadian Terms. In this Agreement, (i) any term defined in this Agreement by reference to the “UCC” or “Uniform Commercial Code” shall also have any extended, alternative or analogous meaning given to such term in applicable Canadian personal property security and other laws (including, without limitation, the PPSAPersonal Property Security Act (Ontario), the Bills of Exchange Act (Canada) and the Depository Bills and Notes Act (Canada)), in all cases for the extension, preservation or betterment of the security and rights of the Agent, (ii) all references in this Agreement to “Article 8 of the Code” or “Article 8 of the Uniform Commercial Code” shall be deemed to refer also to applicable Canadian securities transfer laws (including, without limitation, the Securities Transfer ActXxxxxxxx Xxx, 2006 0000 (Ontario) and the Securities Transfer Act (British ColumbiaXxxxxxx), as applicable), (iiixxx) all references in this Agreement to the United States Copyright Office or the United States Patent and Trademark Office shall be deemed to refer also to the Canadian Intellectual Property Office, (iv) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under applicable Canadian personal property security laws, (v) all references to the United States of America, or to any subdivision, department, agency or instrumentality thereof shall be deemed to refer also to Canada, or to any subdivision, department, agency or instrumentality thereof, (vi) all references to federal or state securities law of the United States shall be deemed to refer also to analogous federal and provincial and territorial securities laws in Canada, (vivii) all references to “state or federal bankruptcy laws” shall be deemed to refer also to any insolvency proceeding occurring in Canada or under Canadian law, and (viiviii) all calculations of Dollar amounts which utilize amounts expressed in Canadian Dollars shall be made using the US Dollar Equivalent of such Canadian Dollar amounts at in a manner reasonably calculated by the Exchange Rate and (viii) all financial statements required to be delivered to Agent or Lenders hereunder shall be presented in DollarsAgent.

Canadian Terms. In this Agreement, (i) any term defined in this Agreement by reference to the “UCC” or “Uniform Commercial Code” shall also have any extended, alternative or analogous meaning given to such term in applicable Canadian personal property security and other laws Laws (including, without limitation, the PPSA, the Bills of Exchange Act (Canada) and the Depository Depositor, Bills and Notes Act (Canada)), in all cases for the extension, preservation or betterment of the security and rights of the Agent, (ii) all references in this Agreement to “Article 8 of the Code” or “Article 8 of the Uniform Commercial Code” shall be deemed to refer also to applicable Canadian securities transfer laws Laws (including, without limitation, the Securities Transfer Act, 2006 (Ontario) and the Securities Transfer Act (British Columbia), as applicableAlberta) or similar legislation in any other province of Canada), (iii) all references in this Agreement to the United States Copyright Office or the United States Patent and Trademark Office shall be deemed to refer also to the Canadian Intellectual Property OfficeOffice and/or the applicable divisions thereof, (iv) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under applicable Canadian personal property security lawsLaws, (v) all references to the United States of America, or to any subdivision, department, agency or instrumentality thereof shall be deemed to refer also to Canada, or to any subdivision, department, agency or instrumentality thereof, (vi) all references to federal or state securities law of the United States shall be deemed to refer also to analogous federal and federal, provincial and territorial securities laws Laws in Canada, (vivii) all references to “state or federal bankruptcy laws” shall be deemed to refer also to any insolvency proceeding occurring in effect in Canada or under Canadian law, (vii) all calculations of Dollar amounts which utilize amounts expressed in Canadian Dollars shall be made using the Dollar Equivalent of such Canadian Dollar amounts at the Exchange Rate and (viii) all financial statements required references to be delivered to Agent or Lenders hereunder Liens shall be presented in Dollars.deemed

Canadian Terms. In this Agreement, (i) any term defined in this Agreement by reference to the “UCC” or “Uniform Commercial Code” shall also have any extended, alternative or analogous meaning given to such term in applicable Canadian personal property security and other laws Laws (including, without limitation, the PPSA, the Bills of Exchange Act (Canada) and the Depository Bills and Notes Act (Canada)), in all cases for the extension, preservation or betterment of the security and rights of the Agent, (ii) all references in this Agreement to “Article 8 of the Code” or “Article 8 of the Uniform Commercial Code” shall be deemed to refer also to applicable Canadian securities transfer laws Laws (including, without limitation, the Securities Transfer Act, 2006 (Ontario) and the Securities Transfer Act (British ColumbiaAlberta), as applicable), (iii) all references in this Agreement to the United States Copyright Office or the United States Patent and Trademark Office shall be deemed to refer also to the Canadian Intellectual Property Office, (iv) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under applicable Canadian personal property security laws, (v) all references to the United States of America, or to any subdivision, department, agency or instrumentality thereof shall be deemed to refer also to Canada, or to any subdivision, department, agency or instrumentality thereof, (vi) all references to federal or state securities law of the United States shall be deemed to refer also to analogous federal and federal, provincial and territorial securities laws in Canada, (vivii) all references to “state or federal bankruptcy laws” shall be deemed to refer also to any insolvency proceeding occurring in Canada or under Canadian law, (vii) all calculations of Dollar amounts which utilize amounts expressed in Canadian Dollars shall be made using the Dollar Equivalent of such Canadian Dollar amounts at the Exchange Rate and (viii) all financial statements required to be delivered to Agent calculations, comparisons, measurements or Lenders hereunder determinations under this Agreement shall be presented made in DollarsDollars and all of the property and assets of the Credit Parties, including, without limitation, its Receivables, Equipment and Inventory, shall be valued in, and converted into, Dollars in accordance with PNC’s customary banking and conversion practices and procedures. For greater certainty, it is hereby understood and agreed by the parties hereto that the definition and use of the term “Permitted Encumbrances” herein shall mean that such encumbrances are permitted to exist but shall in no way be interpreted to mean that such encumbrances are entitled to any priority over Agent’s security interests and Liens and the Borrowers and Guarantors hereby specifically and expressly acknowledge and agree that any such encumbrances not properly perfected under Applicable Law shall not be entitled to priority over Agent’s security interests and Liens and that this Agreement is not intended and shall not confer any rights upon any Person whatsoever who is not a party to this Agreement.

Canadian Terms. In this Agreement, (i) any term defined in this Agreement by reference to the “UCC” or “Code” UCC shall also have any extended, alternative or analogous meaning given to such term in applicable Canadian personal property security laws and other laws (including, without limitation, the PPSA, the Bills of Exchange Act (Canada) and the Depository Bills and Notes Act (Canada)), in all cases for the extension, preservation or betterment of the security and rights of Agentthe Agent and the Lenders, (ii) all references in this Agreement to “Article 8 of the Code” or “Article 8 of the Uniform Commercial CodeUCC” shall be deemed to refer also to applicable Canadian securities transfer laws (including, without limitation, the Securities Transfer Act, 2006 (Ontario) and the Securities Transfer Act (British Columbia), as applicableSTA or similar legislation in any other Province of Canada), (iii) all references in this Agreement to the United States Copyright Office or the United States Patent and Trademark Office shall be deemed to refer also to the Canadian Intellectual Property Office, (iv) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under applicable Canadian personal property security lawslaws (including, without limitation, the PPSA), (viv) all references to federal or state securities law of the United States shall be deemed to refer also to analogous federal and federal, provincial and territorial securities laws in Canada, (viv) all references to the Bankruptcy Code or “state or federal bankruptcy laws” shall be deemed to refer also to any insolvency proceeding occurring bankruptcy, insolvency, reorganization, arrangement, compromise or re-adjustment of debt, dissolution, winding-up, corporate or any similar Laws in effect in Canada or under Canadian lawapplicable Laws of Canada (including, for greater certainty, the Bankruptcy and Insolvency Act (viiCanada), the Companies’ Creditors Arrangement Act (Canada), and the Winding-Up and Restructuring Act (Canada)), and (vi) all calculations of Dollar amounts which utilize amounts expressed in Canadian Dollars references to Liens shall be made using deemed to refer also to hypothecs. For greater certainty, it is hereby understood and agreed by the Dollar Equivalent parties hereto that the definition and use of the term “Permitted Liens” herein shall mean that such Canadian Dollar amounts at Liens are permitted to exist but shall in no way be interpreted to mean that such Liens are entitled to any priority over the Exchange Rate Agent’s security interests and (viii) all financial statements required Liens and the Borrower hereby specifically and expressly acknowledges and agrees that any such encumbrances not properly perfected under Law shall not be entitled to be delivered priority over the Agent’s security interests and Liens and that this Agreement is not intended and shall not confer any rights upon any Person whatsoever who is not a party to Agent or Lenders hereunder shall be presented in Dollarsthis Agreement.

Canadian Terms. In this Agreement, (ia) any term defined in this Agreement by reference to the “UCC” or “Uniform Commercial Code” shall also have any extended, alternative or analogous meaning given to such term in applicable Canadian personal property security and other laws (including, without limitation, the PPSA, the Bills of Exchange Act (Canada) and the Depository Bills and Notes Act (Canada)), in all cases for the extension, preservation or betterment of the security and rights of Agent, ; (iib) all references in this Agreement to “Article 8 of the Code” or “Article 8 of the Uniform Commercial Code” shall be deemed to refer also to applicable Canadian securities transfer laws (including, without limitation, the Securities Transfer Act, 2006 (Ontario) and the Securities Transfer Act (British Columbia) or similar laws in any other province of Canada), as applicable), ; (iii) all references in this Agreement to the United States Copyright Office or the United States Patent and Trademark Office shall be deemed to refer also to the Canadian Intellectual Property Office, (ivc) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under applicable Canadian personal property security laws, ; (vd) all references to federal or state securities law of the United States shall be deemed to refer also to analogous federal and federal, provincial and territorial securities laws in Canada, ; (vie) all references to “state or federal bankruptcy laws” shall be deemed to refer also to any bankruptcy or insolvency proceeding occurring laws in effect in Canada or under Canadian law, including the Companies’ Creditors Arrangement Act and the Bankruptcy and Insolvency Act; (viif) all calculations of collateral values and Dollar amounts which utilize amounts expressed in Canadian Dollars shall be made using the U.S. Dollar Equivalent of such Canadian Dollar amounts at the Exchange Rate in accordance with Agent’s customary banking and conversion practices and procedures; (g) all references to Liens shall be deemed to refer also to hypothecs; and (viiih) all financial statements required any two or more amalgamating corporations continuing as an amalgamated corporation shall each be considered to be delivered to Agent or Lenders hereunder shall be presented in Dollarsthe surviving corporation of the amalgamated corporation.

Canadian Terms. In this Agreement, (i) any term defined in this Agreement by reference to the “UCC” or “Uniform Commercial Code” shall also have any extended, alternative or analogous meaning given to such term in applicable Canadian personal property security and other laws Laws (including, without limitation, the PPSA, the Bills of Exchange Act (Canada) and the Depository Depositor, Bills and Notes Act (Canada)), in all cases for the extension, preservation or betterment of the security and rights of the Agent, (ii) all references in this Agreement to “Article 8 of the Code” or “Article 8 of the Uniform Commercial Code” shall be deemed to refer also to applicable Canadian securities transfer laws Laws (including, without limitation, the Securities Transfer Act, 2006 (Ontario) and the Securities Transfer Act (British Columbia), as applicableAlberta) or similar legislation in any other province of Canada), (iii) all references in this Agreement to the United States Copyright Office or the United States Patent and Trademark Office shall be deemed to refer also to the Canadian Intellectual Property OfficeOffice and/or the applicable divisions thereof, (iv) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under applicable Canadian personal property security lawsLaws, (v) all references to the United States of America, or to any subdivision, department, agency or instrumentality thereof shall be deemed to refer also to Canada, or to any subdivision, department, agency or instrumentality thereof, (vi) all references to federal or state securities law of the United States shall be deemed to refer also to analogous federal and federal, provincial and territorial securities laws Laws in Canada, (vivii) all references to “state or federal bankruptcy laws” shall be deemed to refer also to any insolvency proceeding occurring in effect in Canada or under Canadian law, (vii) all calculations of Dollar amounts which utilize amounts expressed in Canadian Dollars shall be made using the Dollar Equivalent of such Canadian Dollar amounts at the Exchange Rate and (viii) all financial statements required references to be delivered to Agent or Lenders hereunder Liens shall be presented deemed to refer also to hypothecs. In addition, without limiting the foregoing, the terms “accounts”, “chattel paper”, “goods”, “instruments”, “intangibles”, “proceeds”, “securities”, “investment property”, “document of title”, “inventory” and “equipment”, as and when used in Dollarsthe description of Collateral located in Canada shall have the meanings given to such terms in the PPSA.

Canadian Terms. In this Agreement, (i) any term defined in this Agreement by reference to the “UCC” or “Uniform Commercial Code” shall also have any extended, alternative or analogous meaning given to such term in applicable Canadian personal property security and other laws (including, without limitation, the PPSA, the Bills of Exchange Act (Canada) and the Depository Bills and Notes Act (Canada)), in all cases for the extension, preservation or betterment of the security and rights of the Agent, (ii) all references in this Agreement to “Article 8 of the Code” or “Article 8 of the Uniform Commercial Code” shall be deemed to refer also to applicable Canadian securities transfer laws (including, without limitation, the Securities Transfer Act, 2006 (Ontario) and the Securities Transfer Act (British Columbia), as applicable), (iii) all references in this Agreement to the United States Copyright Office or the United States Patent and Trademark Office shall be deemed to refer also to the Canadian Intellectual Property Office, (iv) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under applicable Canadian personal property security laws, (v) all references to the United States, or to any subdivision, department, agency or instrumentality thereof shall be deemed to refer also to Canada, or to any subdivision, department, agency or instrumentality thereof, (vi) all references to federal or state securities law of the United States shall be deemed to refer also to ​ ​ analogous federal and provincial and territorial securities laws in Canada, (vivii) all references to “state or federal bankruptcy laws” shall be deemed to refer also to any insolvency proceeding occurring in Canada or under Canadian law, (viiviii) all calculations of U.S. Dollar amounts which utilize amounts expressed in Canadian Dollars shall be made using the U.S. Dollar Equivalent of such Canadian Dollar amounts at in a manner calculated by the Exchange Rate Agent and (viiiix) all financial statements required to be delivered to Agent or Lenders hereunder shall be presented in U.S. Dollars.