Common use of ERISA and Canadian Pension Plan Compliance Clause in Contracts

ERISA and Canadian Pension Plan Compliance. (a) Except as could not reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other applicable federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code or an application for such a letter has been filed with the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would reasonably be expected to cause the revocation of, such letter. (b) There are no pending or, to the best knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. (c) No ERISA Event has occurred and neither any Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) each Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained for any Pension Plan; (iii) neither any Borrower nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (iv) neither any Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 of ERISA; and (v) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan. (d) Provided that no Loan or Commitment is funded by any Lender with “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans, each Borrower represents and warrants as of the Closing Date that such Borrower is not and will not be using such “plan assets” in connection with the Loans, the Letters of Credit or the Commitments. (e) To the extent there are any Canadian Pension Plans: (i) except as could not reasonably be expected to result in a Material Adverse Effect, each such Canadian Pension Plan is, and has at all times, been administered in compliance in all material respects with applicable Canadian pension standards legislation and the ITA; (ii) each such Canadian Pension Plan has received a confirmation of registration from the appropriate Governmental Authorities, including the Canada Revenue Agency and the applicable pension regulator; (iii) to the best knowledge of the Loan Parties, nothing has occurred that would reasonably be expected to prevent or cause the revocation of such registration referred to in clause (ii) above; and (iv) each applicable Loan Party and each Subsidiary has withheld and remitted all required contributions to each Canadian Pension Plan in a timely fashion in accordance with applicable legislative requirements. (f) To the extent there are any Canadian Pension Plans: (i) there are no pending or, to the best knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any such Canadian Pension Plan that could reasonably be expected to have a Material Adverse Effect; and (ii) there has been no prohibited transaction or violation of the fiduciary duty with respect to any such Canadian Pension Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. (g) No Loan Party or Subsidiary maintains, contributes to, or has any liability or contingent liability with respect to, a Canadian Defined Benefit Pension Plan.

ERISA and Canadian Pension Plan Compliance. (a) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other applicable federal Federal or state lawsLaws. Each Pension Plan that is intended to be a qualified plan qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code IRS or an application for such a letter has been filed is currently being processed by the IRS with the Internal Revenue Service. To respect thereto and, to the best knowledge of the Loan PartiesDomestic Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification, in each case that has not resulted in an Event of Default under Section 8.01(i) and that, individually or in the aggregate, would not reasonably be expected to cause have a Material Adverse Effect. The Borrowers and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the revocation ofCode, such letterand no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan. (b) There are no pending or, to the best knowledge of the Loan PartiesBorrowers, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. (ci) No ERISA Event has occurred and neither any Borrower nor any ERISA Affiliate or is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Planoccur; (ii) each Borrower and each ERISA Affiliate no Pension Plan has met all applicable requirements under the any Unfunded Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained for any Pension PlanLiability; (iii) neither any Borrower nor any ERISA Affiliate has incurred incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to the PBGC any Pension Plan (other than for the payment premiums due and not delinquent under Section 4007 of premiums, and there are no premium payments which have become due that are unpaidERISA); (iv) neither any Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither any Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section Sections 4069 or 4212(c) of ERISA; , in each case that has not resulted in an Event of Default under Section 8.01(i) and that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (vd) During the twelve consecutive month period before the date of the execution and delivery of this Agreement and before the date of any Credit Extension hereunder, (i) no steps have been taken to terminate any Canadian Pension Plan has been terminated by the plan administrator thereof nor by the PBGC(wholly or in part), and which could result in a Borrower or a Subsidiary being required to make an additional contribution to a Canadian Pension Plan in excess of $5,000,000; (ii) no event or circumstance contribution failure has occurred with respect to any Canadian Pension Plan under any applicable pension benefits laws of any jurisdiction that, individually or exists that in the aggregate could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan. (d) Provided that no Loan or Commitment is funded by any Lender with “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans, each Borrower represents and warrants as of the Closing Date that such Borrower is not and will not be using such “plan assets” in connection with the Loans, the Letters of Credit or the Commitments. (e) To the extent there are any Canadian Pension Plans: (i) except as could not reasonably be expected to result in have a Material Adverse Effect, each such Canadian Pension Plan is, and has at all times, been administered in compliance in all material respects with applicable Canadian pension standards legislation and the ITA; (ii) each such Canadian Pension Plan has received a confirmation of registration from the appropriate Governmental Authorities, including the Canada Revenue Agency and the applicable pension regulator; (iii) to the best knowledge of the Loan Parties, nothing no condition exists and no event or transaction has occurred that would reasonably be expected with respect to prevent any Canadian Pension Plan which might result in the incurrence by a Borrower or cause the revocation a Subsidiary of such registration referred to any fine or statutory penalty in clause (ii) aboveexcess of $5,000,000; and (iv) each applicable Loan Party and each except as disclosed in the financial statements required to be provided pursuant to this Agreement or as otherwise disclosed in writing from time to time to the Administrative Agents, no Borrower or Subsidiary has withheld and remitted all required contributions to each Canadian Pension Plan in any liability, including without limitation a timely fashion in accordance with applicable legislative requirements. (f) To the extent there are any Canadian Pension Plans: (i) there are no pending or, to the best knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authoritycontingent liability, with respect to any such benefit under a Canadian Pension Welfare Plan that that, individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (v) except as disclosed in the financial statements required to be provided pursuant to this Agreement or as otherwise disclosed in writing from time to time to the Administrative Agents, no Borrower or Subsidiary has any liability in relation to a Canadian Pension Plan as disclosed in an actuarial valuation filed with applicable regulatory authorities that, individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. (i) Each Canadian Pension Plan is in compliance in all material respects with all applicable pension benefits and tax laws; (ii) there has all contributions (including employee contributions made by authorized payroll deductions or other withholdings) 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 no prohibited transaction or violation made in accordance with all applicable Laws and the terms of each Canadian Pension Plan; (iii) to the knowledge of the fiduciary duty Canadian Borrower after due inquiry, all liabilities under each Canadian Pension Plan are fully funded, on a going concern and solvency basis, in accordance with the terms of the respective Canadian Pension Plan, the requirements of applicable pension benefits laws and of applicable regulatory authorities and the most recent actuarial report filed with respect to such Canadian Pension Plan; and (iv) no event has occurred and no conditions exist with respect to any such Canadian Pension Plan that has resulted or could reasonably be expected to result in any Canadian Pension Plan 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 statutory penalties under any applicable pension benefits or tax laws, except for any exceptions to clauses (ii) through (iv) above that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (g) No Loan Party or Subsidiary maintains, contributes to, or has any liability or contingent liability with respect to, a Canadian Defined Benefit Pension Plan.

ERISA and Canadian Pension Plan Compliance. (a) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other applicable federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter has been filed with is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan PartiesCompany, nothing has occurred that would reasonably be expected to prevent or cause the revocation of, loss of such lettertax-qualified status. (b) There are no pending or, to the best knowledge of the Loan PartiesCompany, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be would reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could would reasonably be expected to result in a Material Adverse Effect. (ci) No Other than as would not reasonably be expected to result in a Material Adverse Effect, (i) no ERISA Event has occurred occurred, and neither any Borrower nor the Company nor, to the knowledge of the Borrowers, any ERISA Affiliate is aware of any fact, event or circumstance that could would reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) each Borrower and the Company and, to the knowledge of the Borrowers, each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is sixty percent (60%) or higher and neither the Company nor, to the knowledge of the Borrowers, any ERISA Affiliate knows of any facts or circumstances that would reasonably be expected to cause the funding target attainment percentage for any such plan to drop below sixty percent (60%) as of the most recent valuation date; (iiiiv) neither any Borrower nor the Company nor, to the knowledge of the Borrowers any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (ivv) neither any Borrower the Company nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vvi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan. (d) Provided that no Loan As of the Fifth Amendment Effective Date none of the Borrowers is or Commitment is funded by any Lender with will be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans, each Borrower represents and warrants as of the Closing Date that such Borrower is not and will not be using such “plan assets” Plans in connection with the Loans, the Letters of Credit or the Commitments.. CHAR1\1982698v3 (e) To the extent there are any Canadian Pension Plans: (i) except as could not reasonably be expected to result in a Material Adverse Effect, each such Each Canadian Pension Plan is, and has at all times, been administered is in compliance in all material respects with the applicable Canadian pension standards legislation provisions of all applicable Laws and the ITA; (ii) each such Canadian Pension Plan has received a confirmation of registration from the appropriate Governmental Authorities, including the Canada Revenue Agency and the applicable pension regulator; (iii) and, to the best knowledge of the Loan PartiesCompany, nothing has occurred that which would reasonably be expected to prevent prevent, or cause the revocation of loss of, such registration referred to in clause (ii) above; and (iv) each applicable registration. Each Loan Party and each Subsidiary has withheld and remitted made all required contributions to each Canadian Pension Plan in a timely fashion in accordance with applicable legislative requirementsPlan. (f) To the extent there are any Canadian Pension Plans: (i) there There are no pending or, to the best knowledge of the Loan PartiesCompany, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any such Canadian Pension Plan that could reasonably be expected to have a Material Adverse Effect; and (ii) there . There has been no prohibited transaction or violation of the fiduciary duty with respect to any such Canadian Pension Plan that has resulted or could would reasonably be expected to result in a Material Adverse Effect. (g) No Loan Party or Subsidiary maintains, contributes to, or has any liability or contingent liability with respect to, a Canadian Defined Benefit Pension Plan.

ERISA and Canadian Pension Plan Compliance. (a) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other applicable federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter has been filed with is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan PartiesCompany, nothing has occurred that would reasonably be expected to prevent or cause the revocation of, loss of such lettertax-qualified status. (b) There are no pending or, to the best knowledge of the Loan PartiesCompany, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be would reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could would reasonably be expected to result in a Material Adverse Effect. (ci) No Other than as would not reasonably be expected to result in a Material Adverse Effect, (i) no ERISA Event has occurred occurred, and neither any Borrower nor the Company nor, to the knowledge of the Borrowers, any ERISA Affiliate is aware of any fact, event or circumstance that could would reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) each Borrower and the Company and, to the knowledge of the Borrowers, each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is sixty percent (60%) or higher and neither the Company nor, to the knowledge of the Borrowers, any ERISA Affiliate knows of any facts or circumstances that would reasonably be expected to cause the funding target attainment percentage for any such plan to drop below sixty percent (60%) as of the most recent valuation date; (iiiiv) neither any Borrower nor the Company nor, to the knowledge of the Borrowers any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (ivv) neither any Borrower the Company nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vvi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan. (d) Provided that no Loan As of the Fifth Amendment Effective Date none of the Borrowers is or Commitment is funded by any Lender with will be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans, each Borrower represents and warrants as of the Closing Date that such Borrower is not and will not be using such “plan assets” Plans in connection with the Loans, the Letters of Credit or the Commitments. (e) To the extent there are any Canadian Pension Plans: (i) except as could not reasonably be expected to result in a Material Adverse Effect, each such Each Canadian Pension Plan is, and has at all times, been administered is in compliance in all material respects with the applicable Canadian pension standards legislation provisions of all applicable Laws and the ITA; (ii) each such Canadian Pension Plan has received a confirmation of registration from the appropriate Governmental Authorities, including the Canada Revenue Agency and the applicable pension regulator; (iii) and, to the best knowledge of the Loan PartiesCompany, nothing has occurred that which would reasonably be expected to prevent prevent, or cause the revocation of loss of, such registration referred to in clause (ii) above; and (iv) each applicable registration. Each Loan Party and each Subsidiary has withheld and remitted made all required contributions to each Canadian Pension Plan in a timely fashion in accordance with applicable legislative requirementsPlan. (f) To the extent there are any Canadian Pension Plans: (i) there There are no pending or, to the best knowledge of the Loan PartiesCompany, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any such Canadian Pension Plan that could reasonably be expected to have a Material Adverse Effect; and (ii) there . There has been no prohibited transaction or violation of the fiduciary duty with respect to any such Canadian Pension Plan that has resulted or could would reasonably be expected to result in a Material Adverse Effect. (g) No Loan Party or Subsidiary maintains, contributes to, or has any liability or contingent liability with respect to, a Canadian Defined Benefit Pension Plan.. CHAR1\1847295v5

ERISA and Canadian Pension Plan Compliance. (a) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other applicable federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service IRS to the effect that the form of such Pension Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter has been filed with is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan PartiesCompany, nothing has occurred that would reasonably be expected to prevent or cause the revocation of, loss of such lettertax-qualified status. (b) There are no pending or, to the best knowledge of the Loan PartiesCompany, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be would reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could would reasonably be expected to result in a Material Adverse Effect. (c) No Other than as would not reasonably be expected to result in a Material Adverse Effect, (i) no ERISA Event has occurred occurred, and neither any Borrower nor the Company nor, to the knowledge of the Borrowers, any ERISA Affiliate is aware of any fact, event or circumstance that could would reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan or Multiemployer Plan; (ii) each Borrower and the Company and, to the knowledge of the Borrowers, each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan and Multiemployer Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is sixty percent (60%) or higher and neither the Company nor, to the knowledge of the Borrowers, any ERISA Affiliate knows of any facts or circumstances that would reasonably be expected to cause the funding target attainment percentage for any such plan to drop below sixty percent (60%) as of the most recent valuation date; (iiiiv) neither any Borrower nor the Company nor, to the knowledge of the Borrowers any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (ivv) neither any Borrower the Company nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vvi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan. (d) Provided that no Loan As of the Closing Date none of the Borrowers is or Commitment is funded by any Lender with will be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans, each Borrower represents and warrants as of the Closing Date that such Borrower is not and will not be using such “plan assets” Plans in connection with the Loans, the Letters of Credit or the Commitments. (e) To the extent there are any Canadian Pension Plans: (i) except as could not reasonably be expected to result in a Material Adverse Effect, each such Each Canadian Pension Plan is, and has at all times, been administered is in compliance in all material respects with the applicable Canadian pension standards legislation provisions of all applicable Laws and the ITA; (ii) each such Canadian Pension Plan has received a confirmation of registration from the appropriate Governmental Authorities, including the Canada Revenue Agency and the applicable pension regulator; (iii) and, to the best knowledge of the Loan PartiesCompany, nothing has occurred that which would reasonably be expected to prevent prevent, or cause the revocation of loss of, such registration referred to in clause (ii) above; and (iv) each applicable registration. Each Loan Party and each Subsidiary has withheld and remitted made all required contributions to each Canadian Pension Plan in a timely fashion in accordance with applicable legislative requirementsPlan. (f) To the extent there are any Canadian Pension Plans: (i) there There are no pending or, to the best knowledge of the Loan PartiesCompany, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any such Canadian Pension Plan that could reasonably be expected to have a Material Adverse Effect; and (ii) there . There has been no prohibited transaction or violation of the fiduciary duty with respect to any such Canadian Pension Plan that has resulted or could would reasonably be expected to result in a Material Adverse Effect. (g) No Loan Party or Subsidiary maintains, contributes to, or has any liability or contingent liability with respect to, a Canadian Defined Benefit Pension Plan.

ERISA and Canadian Pension Plan Compliance. (a) Except as could not reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other applicable federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code or an application for such a letter has been filed with the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would reasonably be expected to cause the revocation of, such letter. (b) There are no pending or, to the best knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. (c) No ERISA Event has occurred and neither any Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) each Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained for any Pension Plan; (iii) neither any Borrower nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (iv) neither any Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 of ERISA; and (v) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan. (d) Provided that no Loan or Commitment is funded by any Lender with “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans, each Borrower represents and warrants as of the Closing Date that such Borrower is not and will not be using such “plan assets” in connection with the Loans, the Letters of Credit or the Commitments. (e) To the extent there are any Canadian Pension Plans: : (i) except as could not reasonably be expected to result in a Material Adverse Effect, each such Canadian Pension Plan is, and has at all times, been administered in compliance in all material respects with applicable Canadian pension standards legislation and the ITA; (ii) each such Canadian Pension Plan has received a confirmation of registration from the appropriate Governmental Authorities, including the Canada Revenue Agency and the applicable pension regulator; (iii) to the best knowledge of the Loan Parties, nothing has occurred that would reasonably be expected to prevent or cause the revocation of such registration referred to in clause (ii) above; and (iv) each applicable Loan Party and each Subsidiary has withheld and remitted all required contributions to each Canadian Pension Plan in a timely fashion in accordance with applicable legislative requirements. (f) To the extent there are any Canadian Pension Plans: (i) there are no pending or, to the best knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any such Canadian Pension Plan that could reasonably be expected to have a Material Adverse Effect; and (ii) there has been no prohibited transaction or violation of the fiduciary duty with respect to any such Canadian Pension Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. (g) No Loan Party or Subsidiary maintains, contributes to, or has any liability or contingent liability with respect to, a Canadian Defined Benefit Pension Plan.

ERISA and Canadian Pension Plan Compliance. (a) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other applicable federal Federal or state lawsLaws. Each Pension Plan that is intended to be a qualified plan qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code IRS or an application for such a letter has been filed is currently being processed by the IRS with the Internal Revenue Service. To respect thereto and, to the best knowledge of the Loan PartiesDomestic Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification, in each case that has not resulted in an Event of Default under Section 8.01(i) and that, individually or in the aggregate, would not reasonably be expected to cause have a Material Adverse Effect. The Borrowers and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the revocation ofCode, such letterand no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan. (b) There are no pending or, to the best knowledge of the Loan PartiesBorrowers, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. (ci) No ERISA Event has occurred and neither any Borrower nor any ERISA Affiliate or is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Planoccur; (ii) each Borrower and each ERISA Affiliate no Pension Plan has met all applicable requirements under the any Unfunded Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained for any Pension PlanLiability; (iii) neither any Borrower nor any ERISA Affiliate has incurred incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to the PBGC any Pension Plan (other than for the payment premiums due and not delinquent under Section 4007 of premiums, and there are no premium payments which have become due that are unpaidERISA); (iv) neither any Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither any Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 of ERISA; and (v) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause be subject to Sections 4069 or 4212(c) of ERISA; in each case for sub-clauses (i) through (v) above, that has not resulted in an Event of Default under Section 8.01(i) and that, individually or in the PBGC aggregate, would not reasonably be expected to institute proceedings under Title IV of ERISA to terminate any Pension Planhave a Material Adverse Effect. (d) Provided that no Loan or Commitment is funded by any Lender with “plan assets” (within During the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans, each Borrower represents and warrants as twelve consecutive month period before the date of the Closing Date that such Borrower is not execution and will not be using such “plan assets” in connection with delivery of this Agreement and before the Loansdate of any Credit Extension hereunder, the Letters of Credit or the Commitments. (ei) To the extent there are no steps have been taken to terminate any Canadian Pension Plans: Plan (i) except as wholly or in part), which could not reasonably be expected to result in a Material Adverse Effect, each such Borrower or a Subsidiary being required to make an additional contribution to a Canadian Pension Plan is, and has at all times, been administered in compliance in all material respects with applicable Canadian pension standards legislation and the ITAexcess of $5,000,000; (ii) each such no contribution failure has occurred with respect to any Canadian Pension Plan has received a confirmation of registration from the appropriate Governmental Authorities, including the Canada Revenue Agency and the under any applicable pension regulatorbenefits laws of any jurisdiction that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (iii) to the best knowledge of the Loan Parties, nothing no condition exists and no event or transaction has occurred that would with respect to any Canadian Pension Plan which could reasonably be expected to prevent result in the incurrence by a Borrower or cause the revocation a Subsidiary of such registration referred to any fine or statutory penalty in clause (ii) aboveexcess of $5,000,000; and (iv) each applicable Loan Party and each except as disclosed in the financial statements required to be provided pursuant to this Agreement or as otherwise disclosed in writing from time to time to the Administrative Agents, no Borrower or Subsidiary has withheld and remitted all required contributions to each Canadian Pension Plan in any liability, including without limitation a timely fashion in accordance with applicable legislative requirements. (f) To the extent there are any Canadian Pension Plans: (i) there are no pending or, to the best knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authoritycontingent liability, with respect to any such benefit under a Canadian Pension Welfare Plan that that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and (v) except as disclosed in the financial statements required to be provided pursuant to this Agreement or as otherwise disclosed in writing from time to time to the Administrative Agents, no Borrower or Subsidiary has any liability in relation to a Canadian Pension Plan as disclosed in an actuarial valuation filed with applicable regulatory authorities that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (i) Each Canadian Pension Plan is in compliance in all material respects with all applicable pension benefits and tax laws; (ii) there has all contributions (including employee contributions made by authorized payroll deductions or other withholdings) 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 no prohibited transaction or violation made in accordance with all applicable Laws and the terms of each Canadian Pension Plan; (iii) to the knowledge of the fiduciary duty Canadian Borrower after due inquiry, all liabilities under each Canadian Pension Plan are fully funded, on a going concern and solvency basis, in accordance with the terms of the respective Canadian Pension Plan, the requirements of applicable pension benefits laws and of applicable regulatory authorities and the most recent actuarial report filed with respect to such Canadian Pension Plan; and (iv) to the knowledge of the Canadian Borrower, after due inquiry, no event has occurred and no conditions exist with respect to any such Canadian Pension Plan that has resulted or could reasonably be expected to result in any Canadian Pension Plan 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 statutory penalties under any applicable pension benefits or tax laws, except for any exceptions to clauses (ii) through (iv) above that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (g) No Loan Party or Subsidiary maintains, contributes to, or has any liability or contingent liability with respect to, a Canadian Defined Benefit Pension Plan.

ERISA and Canadian Pension Plan Compliance. (a) Except as could not reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other applicable federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code or an application for such a letter has been filed with the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would reasonably be expected to cause the revocation of, such letter. (b) There are no pending or, to the best knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.. 123 (c) No ERISA Event has occurred and neither any Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) each Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained for any Pension Plan; (iii) neither any Borrower nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (iv) neither any Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 of ERISA; and (v) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan. (d) Provided that no Loan or Commitment is funded by any Lender with “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans, each Borrower represents and warrants as of the Closing Date that such Borrower is not and will not be using such “plan assets” in connection with the Loans, the Letters of Credit or the Commitments. (e) To the extent there are any Canadian Pension Plans: (i) except as could not reasonably be expected to result in a Material Adverse Effect, each such Canadian Pension Plan is, and has at all times, been administered in compliance in all material respects with applicable Canadian pension standards legislation and the ITA; (ii) each such Canadian Pension Plan has received a confirmation of registration from the appropriate Governmental Authorities, including the Canada Revenue Agency and the applicable pension regulator; (iii) to the best knowledge of the Loan Parties, nothing has occurred that would reasonably be expected to prevent or cause the revocation of such registration referred to in clause (ii) above; and (iv) each applicable Loan Party and each Subsidiary has withheld and remitted all required contributions to each Canadian Pension Plan in a timely fashion in accordance with applicable legislative requirements. (f) To the extent there are any Canadian Pension Plans: (i) there are no pending or, to the best knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any such Canadian Pension Plan that could reasonably be expected to have a Material Adverse Effect; and (ii) there has been no prohibited transaction or violation of the fiduciary duty with respect to any such Canadian Pension Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. (g) No Loan Party or Subsidiary maintains, contributes to, or has any liability or contingent liability with respect to, a Canadian Defined Benefit Pension Plan.

ERISA and Canadian Pension Plan Compliance. (a) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other applicable federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter has been filed with is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan PartiesCompany, nothing has occurred that would reasonably be expected to prevent or cause the revocation of, loss of such lettertax-qualified status. (b) There are no pending or, to the best knowledge of the Loan PartiesCompany, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be would reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could would reasonably be expected to result in a Material Adverse Effect. (ci) No Other than as would not reasonably be expected to result in a Material Adverse Effect, (i) no ERISA Event has occurred occurred, and neither any Borrower nor the Company nor, to the knowledge of the Borrowers, any ERISA Affiliate is aware of any fact, event or circumstance that could would reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) each Borrower and the Company and, to the knowledge of the Borrowers, each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is sixty percent (60%) or higher and neither the Company nor, to the knowledge of the Borrowers, any ERISA Affiliate knows of any facts or circumstances that would reasonably be expected to cause the funding target attainment percentage for any such plan to drop below sixty percent (60%) as of the most recent valuation date; (iiiiv) neither any Borrower nor the Company nor, to the knowledge of the Borrowers any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (ivv) neither any Borrower the Company nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vvi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan. (d) Provided that no Loan As of the Fifth Amendment Effective Date none of the Borrowers is or Commitment is funded by any Lender with will be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans, each Borrower represents and warrants as of the Closing Date that such Borrower is not and will not be using such “plan assets” Plans in connection with the Loans, the Letters of Credit or the Commitments. (e) To the extent there are any Canadian Pension Plans: (i) except as could not reasonably be expected to result in a Material Adverse Effect, each such Each Canadian Pension Plan is, and has at all times, been administered is in compliance in all material respects with the applicable Canadian pension standards legislation provisions of all applicable Laws and the ITA; (ii) each such Canadian Pension Plan has received a confirmation of registration from the appropriate Governmental Authorities, including the Canada Revenue Agency and the applicable pension regulator; (iii) and, to the best knowledge of the Loan PartiesCompany, nothing has occurred that which would reasonably be expected to prevent prevent, or cause the revocation of loss of, such registration referred to in clause (ii) above; and (iv) each applicable registration. CHAR1\1976173v4 Each Loan Party and each Subsidiary has withheld and remitted made all required contributions to each Canadian Pension Plan in a timely fashion in accordance with applicable legislative requirementsPlan. (f) To the extent there are any Canadian Pension Plans: (i) there There are no pending or, to the best knowledge of the Loan PartiesCompany, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any such Canadian Pension Plan that could reasonably be expected to have a Material Adverse Effect; and (ii) there . There has been no prohibited transaction or violation of the fiduciary duty with respect to any such Canadian Pension Plan that has resulted or could would reasonably be expected to result in a Material Adverse Effect. (g) No Loan Party or Subsidiary maintains, contributes to, or has any liability or contingent liability with respect to, a Canadian Defined Benefit Pension Plan.

ERISA and Canadian Pension Plan Compliance. (a) Except as could not reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other applicable federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code or an application for such a letter has been filed with the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would reasonably be expected to cause the revocation of, such letter. (b) There are no pending or, to the best knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. (c) No ERISA Event has occurred and neither any Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) each Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained for any Pension Plan; (iii) neither any Borrower nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (iv) neither any Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 of ERISA; and (v) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan. (d) Provided that no Loan or Commitment is funded by any Lender with “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans, each Borrower represents and warrants as of the Closing Date that such Borrower is not and will not be using such “plan assets” in connection with the Loans, the Letters of Credit or the Commitments. (e) To the extent there are any Canadian Pension Plans: (i) except as could not reasonably be expected to result in a Material Adverse Effect, each such Canadian Pension Plan is, and has at all times, been administered is in compliance in all material respects with the applicable Canadian pension standards legislation and the ITAbenefits legislation; (ii) each such Canadian Pension Plan has received a confirmation of registration from the appropriate Governmental Authorities, including the Canada Revenue Agency and the applicable pension regulatorAgency; (iii) to the best knowledge of the Loan Parties, nothing has occurred that would reasonably be expected to prevent or cause the revocation of of, such registration referred to in clause (ii) above; and (iv) each applicable Loan Party and each Subsidiary has withheld and remitted made all required contributions to each Canadian Pension Plan in a timely fashion in accordance with applicable legislative requirementsPlan. (f) To the extent there are any Canadian Pension Plans: (i) there are no pending or, to the best knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any such Canadian Pension Plan that could reasonably be expected to have a Material Adverse Effect; and (ii) there has been no prohibited transaction or violation of the fiduciary duty with respect to any such Canadian Pension Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. (g) No Loan Party or Subsidiary maintains, contributes to, or has any liability or contingent liability with respect to, a Canadian Defined Benefit Pension Plan.

ERISA and Canadian Pension Plan Compliance. (a) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other applicable federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter has been filed with is currently being processed by the Internal Revenue ServiceIRS. To the best knowledge of the Loan PartiesCompany, nothing has occurred that would reasonably be expected to prevent or cause the revocation of, loss of such lettertax-qualified status. (b) There are no pending or, to the best knowledge of the Loan PartiesCompany, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be would reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could would reasonably be expected to result in a Material Adverse Effect. (ci) No Other than as would not reasonably be expected to result in a Material Adverse Effect, (i) no ERISA Event has occurred occurred, and neither any Borrower nor the Company nor, to the knowledge of the Borrowers, any ERISA Affiliate is aware of any fact, event or circumstance that could would reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) each Borrower and the Company and, to the knowledge of the Borrowers, each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is sixty percent (60%) or higher and neither the Company nor, to the knowledge of the Borrowers, any ERISA Affiliate knows of any facts or circumstances that would reasonably be expected to cause the funding target attainment percentage for any such plan to drop below sixty percent (60%) as of the most recent valuation date; (iiiiv) neither any Borrower nor the Company nor, to the knowledge of the Borrowers any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (ivv) neither any Borrower the Company nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vvi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan. (d) Provided that no Loan As of the Closing Date none of the Borrowers is or Commitment is funded by any Lender with will be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans, each Borrower represents and warrants as of the Closing Date that such Borrower is not and will not be using such “plan assets” Plans in connection with the Loans, the Letters of Credit or the Commitments. (e) To the extent there are any Canadian Pension Plans: (i) except as could not reasonably be expected to result in a Material Adverse Effect, each such Each Canadian Pension Plan is, and has at all times, been administered is in compliance in all material respects with the applicable Canadian pension standards legislation provisions of all applicable Laws and the ITA; (ii) each such Canadian Pension Plan has received a confirmation of registration from the appropriate Governmental Authorities, including the Canada Revenue Agency and the applicable pension regulator; (iii) and, to the best knowledge of the Loan PartiesCompany, nothing has occurred that which would reasonably be expected to prevent prevent, or cause the revocation of loss of, such registration referred to in clause (ii) above; and (iv) each applicable registration. Each Loan Party and each Subsidiary has withheld and remitted made all required contributions to each Canadian Pension Plan in a timely fashion in accordance with applicable legislative requirementsPlan. (f) To the extent there are any Canadian Pension Plans: (i) there There are no pending or, to the best knowledge of the Loan PartiesCompany, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any such Canadian Pension Plan that could reasonably be expected to have a Material Adverse Effect; and (ii) there . There has been no prohibited transaction or violation of the fiduciary duty with respect to any such Canadian Pension Plan that has resulted or could would reasonably be expected to result in a Material Adverse Effect. (g) No Loan Party or Subsidiary maintains, contributes to, or has any liability or contingent liability with respect to, a Canadian Defined Benefit Pension Plan.