SECTION 1.01                  Defined Terms. As used in this Agreement, the following terms shall 

have the meanings set forth below: 

         “Acceptable Discount” has the meaning set forth in Section 2.05(a)(v)(D)(2). 

         “Acceptable Prepayment Amount” has the meaning set forth in Section 2.05(a)(v)(D)(3). 

         “Acceptance  and  Prepayment  Notice”  means  a  notice  of  the  Borrower’s  acceptance  of  the 

Acceptable Discount in substantially the form of Exhibit L-3. 

         “Acceptance Date” has the meaning set forth in Section 2.05(a)(v)(D)(2). 

         “Additional Lender” has the meaning set forth in Section 2.14(c). 

         “Additional Refinancing Lender” has the meaning set forth in Section 2.15(a). 

         “Administrative  Agent”  means  Royal  Bank  of  Canada,  in  its  capacity  as  administrative  agent 

under any of the Loan Documents, or any successor administrative agent. 

         “Administrative Agent’s Office” means the Administrative Agent’s address and account as set 

forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to 

time notify the Borrower and the Lenders. 

         “Administrative Questionnaire” means an Administrative Questionnaire in the form of Exhibit 

K or such other form as may be supplied from time to time by the Administrative Agent. 

         “Affiliate” means, with respect to any Person, another Person that directly, or indirectly through 

one  or  more  intermediaries,  Controls  or  is  Controlled  by  or  is  under  common  Control  with  the  Person 

specified.  “Control”  means  the  possession,  directly  or  indirectly,  of  the  power  to  direct  or  cause  the 

direction of the management or policies of a Person, whether through the ability to exercise voting power, 

by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto. 

         “Affiliated Lender”          means a Person that is (a) a Sponsor or any other Affiliate of the Borrower, 

including any Non-Debt Fund Affiliates and (b) an officer, director or employee of the Borrower or any 

of  its  Subsidiaries  (or  any  of  the  foregoing  who  ceases  to  be  such  an  officer,  director  or  employee,  as 

applicable,  on  or  after  the  Closing  Date)  or  any  Person  that  is  Controlled  by  one  or  more  of  any  such 

Persons; provided that “Affiliated Lenders” shall not include the Borrower, any of its Subsidiaries or any 

Debt Fund Affiliate. 

         “Affiliated  Lender  Assignment  and  Assumption”  has  the  meaning  set  forth  in 

Section 10.07(l)(i). 

         “Affiliated Lender Cap” has the meaning set forth in Section 10.07(l)(iii). 

         “Agent-Related  Persons”  means  the  Agents,  together  with  their  respective  Affiliates,  and  the 

officers,  directors,  employees,  partners,  agents,  advisors,  attorneys-in-fact  and  other  representatives  of 

such Persons and Affiliates. 

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         “Agents”  means,  collectively,  the  Administrative  Agent,  the  Collateral  Agent  and  the 

Supplemental Agents (if any). 

         “Aggregate Commitments” means the Commitments of all the Lenders. 

         “Agreement”  means  this  First  Lien  Credit  Agreement,  as  the  same  may  be  amended,  restated, 

supplemented or otherwise modified from time to time. 

         “All-In Yield” means, as to any Indebtedness, the yield thereof, whether in the form of interest 

rate, margin, OID, upfront fees, a Eurocurrency Rate, BA Rate, Base Rate or Canadian Prime Rate floor 

greater than the “floor” then in effect on the Term Loans and Revolving Credit Loans, as applicable, or 

otherwise; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to 

maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); 

and  provided,  further,  that  “All-In  Yield”  shall  not  include  arrangement  fees,  structuring  fees, 

commitment  fees,  underwriting  fees  or  other  fees  payable  to  any  lead  arranger  (or  its  affiliates)  in 

connection with the commitment or syndication of such Indebtedness. 

         “AML Legislation” means the USA Patriot Act and the Proceeds of Crime (Money Laundering) 

and Terrorist Financing Act (Canada). 

         “Amortizing Amount” means the aggregate principal amount of all Initial Term Loans. 

         “Applicable Discount” has the meaning set forth in Section 2.05(a)(v)(C)(2). 

         “Applicable ECF Percentage” means, for any fiscal year, (a) 50% if the Consolidated Secured 

Leverage Ratio as of the last day of such fiscal year is greater than 4.00:1.00, (b) 25% if the Consolidated 

Secured Leverage Ratio as of the last day of such fiscal year is less than or equal to 4.00:1.00 but greater 

than  3.50:1.00  and  (c)  0%  if  the  Consolidated  Secured  Leverage  Ratio  as  of  the  last  day  of  such  fiscal 

year is less than or equal to 3.50:1.00. 

         “Applicable Period” has the meaning set forth in Section 10.21. 

         “Applicable Rate” means a percentage per annum equal to: 

                           (a)                           with respect to the Initial Term Loans, (i) for Eurocurrency Rate Loans 

         3.75%,  (ii)  Bankers’  Acceptances  and  BA  Equivalent  Loans  4.50%,    (iii)  for  Base  Rate  Loans 

         2.75% and (iv) Canadian Prime Rate Loans 3.50%; and 

                           (b)                                                          with  respect  to  Revolving  Credit  Loans,  Letter  of  Credit  fees  and 

         commitment  fees  on  the  unused  Revolving  Credit  Commitments,  the  following  percentages  per 

         annum,  based  upon  the  Consolidated  Total  Leverage  Ratio  as  set  forth  in  the  most  recent 

         Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a): 

                                                           Applicable Rate 

   Pricing Level    Consolidated Total                         Eurocurrency Rate                                                 Base Rate Loans                                                                          Unused 

                          Leverage Ratio                           Loans, Bankers’                                                   and Canadian                                                                            Commitment Fee 

                                                 Acceptances, BA                                                  Prime Rate Loans                                                                          Rate 

                                                 Equivalent Loans 

                                                   and Letter of 

                                                    Credit Fees 

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          1           < 3.25:1.00                             2.75%                                                        1.75%                                                                                0.55% 

          2           > 3.25:1.00 and <                          3.00%                                                        2.00%                                                                                0.60% 

                             3.75:1.00 

          3           > 3.75:1.00 and <                          3.25%                                                        2.25%                                                                                0.65% 

                             4.25:1.00 

          4           > 4.25:1.00 and <                          3.50%                                                        2.50%                                                                                0.70% 

                             4.75:1.00 

          5           > 4.75:1.00 and <                          3.75%                                                        2.75%                                                                                0.75% 

                             5.25:1.00 

          6           > 5.25:1.00                             4.00%                                                        3.00%                                                                                0.80% 

         Any  increase  or  decrease  in  the  Applicable  Rate  resulting  from  a  change  in  the  Consolidated 

Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a 

Compliance  Certificate  is  delivered  pursuant  to  Section  6.02(a);  provided  that  at  the  option  of  the 

Administrative Agent or the Required Lenders, the highest pricing level (i.e., Pricing Level 6) shall apply 

(x)  as  of  the  first  Business  Day  after  the  date  on  which  a  Compliance  Certificate  was  required  to  have 

been delivered but was not delivered, and shall continue to so apply to and including the date on which 

such  Compliance  Certificate  is  so  delivered  (and  thereafter  the  pricing  level  otherwise  determined  in 

accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default 

under Section 8.01(a), (f) or (g) shall have occurred and be continuing, and shall continue to so apply to 

but excluding the date on which such Event of Default is cured or waived (and thereafter the pricing level 

otherwise determined in accordance with this definition shall apply). 

         “Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of 

such Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuers and (ii) the Revolving Credit 

Lenders and (c) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing 

Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders. 

         “Approved Fund” means, with respect to any Lender, any Fund that is administered, advised or 

managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity 

that administers, advises or manages such Lender. 

         “Asset Acquisition” means any Permitted Business Acquisition, the aggregate consideration for 

which exceeds $4,000,000. 

         “Asset  Disposition”  means  any  sale,  transfer  or  other  disposition  by  the  Borrower  or  any 

Restricted  Subsidiary  to  any  Person  other  than  the  Borrower  or  any  Restricted  Subsidiary  to  the  extent 

otherwise permitted hereunder of any asset or group of related assets (other than inventory or other assets 

sold, transferred or otherwise disposed of in the ordinary course of business) in one or a series of related 

transactions, the Net Proceeds from which exceed $4,000,000. 

         “Assignees” has the meaning set forth in Section 10.07(b). 

         “Assignment and Assumption” means an Assignment and Assumption substantially in the form 

of Exhibit E. 

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         “Assignment Taxes” has the meaning specified in Section 3.01(b). 

         “Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law 

firm or other external legal counsel. 

         “Available  Cumulative  Retained  Excess  Cash  Flow  Amount”  means,  at  any  date,  the 

Cumulative  Retained  Excess  Cash  Flow  Amount  minus  (a)  any  amounts  thereof  used  to  make 

Investments  pursuant to  Section  7.02(a)(y)  and/or  clause  (ii)  of  Section  7.02(i)  (in  each  case  other  than 

amounts  used  to  make  any  such  Investment  in  respect  of  subclause  (a)(II)  of  the  Available  Investment 

Basket  Amount)  after  the  Closing  Date,  in  each  case  on  or  prior  to  such  date,  minus  (b)  the  aggregate 

amount of Restricted Payments made pursuant to Section 7.06(e)(i) after the Closing Date, minus (c) the 

aggregate amount of payments, purchases and redemptions made after the Closing Date and on or prior to 

such date pursuant to Section 7.09(b)(i)(E)(1). 

         “Available Investment Basket Amount” means, on any date of determination, an amount equal 

to (a)(I) the Cumulative Retained Excess Cash Flow Amount on such date plus (II) the aggregate amount 

of  proceeds  received  after  the  Closing  Date  and  prior  to  such  date  that  would  have  constituted  Net 

Proceeds pursuant to clause (a) of the definition thereof except for the operation of clause (x) or (y) of the 

second  proviso  thereof  minus  (b)  any  amounts  thereof  used  to  make  Investments  pursuant  to  Section 

7.02(a)(y) and/or clause (ii) of Section 7.02(i) after the Closing Date, in each case on or prior to such date, 

minus  (c)  the  aggregate  amount  of  Restricted  Payments  made  pursuant  to  Section  7.06(e)(i)  after  the 

Closing  Date,  minus  (d)  the  aggregate  amount  of  payments,  purchases  and  redemptions  made  after  the 

Closing Date and on or prior to such date pursuant to Section 7.09(b)(i)(E)(1). 

         “Auction  Agent”  means  (a)  the  Administrative  Agent  or  (b)  any  other  financial  institution  or 

advisor employed by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an 

arranger  in  connection  with  any  Discounted  Term  Loan  Prepayment  pursuant  to  Section 2.05(a)(v); 

provided that the Borrower shall not designate the Administrative Agent as the Auction Agent without the 

written consent of the Administrative Agent (it being understood that the Administrative Agent shall be 

under no obligation to agree to act as the Auction Agent); provided, further, that neither the Borrower nor 

any of its Affiliates may act as the Auction Agent. 

         “Audited Financial Statements” means the audited consolidated balance sheets of the Borrower 

and its Subsidiaries as of each of December 31, 2012, 2011 and 2010 and related consolidated statements 

of income, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal years 

ended December 31, 2012, 2011 and 2010. 

         “Auto-Extension Letter of Credit” has the meaning set forth in Section 2.03(b)(iii). 

         “BA  Equivalent  Loan”  means  any  Loan  in  Canadian  Dollars  bearing  interest  at  a  rate 

determined by reference to the BA Rate in accordance with the provisions of Article II. 

         “BA  Fee”    means  any  amount  calculated  by  multiplying  the  face  amount  of  each  Bankers’ 

Acceptance or BA Equivalent Loan by the Applicable Rate, and then multiplying the result by a fraction, 

the numerator of which is the duration of its term on the basis of the actual number of days to elapse from 

and  including  the  date  of  acceptance  of  a  Bankers’  Acceptance  or  date of  issuance  of a  BA  Equivalent 

Loan by the applicable Lender up to but excluding the maturity date of such Bankers’ Acceptance or BA 

Equivalent Loan and the denominator of which is the number of days in the calendar year in question. 

         “BA Proceeds” means in respect of any Bankers’ Acceptance, an amount calculated on the date 

of  the  applicable  Credit  Extension  which is  (rounded  to  the  nearest  full  cent,  with  one  half  of  one  cent 

being rounded up) equal to the face amount of such Bankers’ Acceptance multiplied by the price, where 

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the price is calculated by dividing one by the sum of one plus the product of (i) the BA Rate applicable 

thereto expressed as a decimal fraction multiplied by (ii) a fraction, the numerator of which is the term of 

such Bankers’ Acceptance and the denominator of which is 365, which calculated price will be rounded 

to the nearest multiple of 0.001%. 

         “BA Rate” means with respect to an issue of Bankers’ Acceptances in Canadian Dollars with the 

same maturity date or a Borrowing of BA Equivalent Loans, (a) for a Schedule I Lender, (i) the rate of 

interest per annum equal to the rates applicable to Bankers’ Acceptances or BA Equivalent Loans having 

an identical or comparable term as the proposed BA Equivalent Loan or Bankers’ Acceptance, displayed 

and identified as such on the display referred to as the “CDOR Page” (or any display substituted therefor) 

of Reuter Monitor Money Rates Service as at or about 10:00 A.M. (Toronto time) of such day (or, if such 

day is not a Business Day, as of 10:00 A.M. (Toronto time) on the immediately preceding Business Day), 

or (ii) if such rates do not appear on the CDOR Page at such time and on such date, the rate for such date 

will be the annual discount rate (rounded upward to the nearest whole multiple of 1/100 of 1.0%) as of 

10:00 A.M. (Toronto time) on such day at which the Administrative Agent is then offering to purchase 

Bankers’  Acceptances  accepted  by  it  having  such  specified  term  (or  a  term  as  closely  as  possible 

comparable  to  such  specified  term)  and  (b)  for  a  Lender  that  is  not  a  Schedule  I  Lender,  (x)  for  the 

proposed  Bankers  Acceptances,  the  lesser  of  (i)  the  arithmetic  average  of  the  annual  discount  rates  for 

Bankers’  Acceptances  for  such  term  quoted  by  such  financial  institutions  as  the  Administrative  Agent 

may reasonably select at or about 10:00 A.M. (Toronto time) and (ii) the annual discount rate applicable 

to  Bankers’  Acceptances  as  determined  for  the  Schedule  I  Lenders  in  (a)  above  for  the  same  Bankers’ 

Acceptances  issue  plus  10  basis  points;  and  (y)  for  the  proposed  BA  Equivalent  Loan,  the  rate  as 

determined for the Schedule I Lender in (a) above plus 10 basis points; provided that, solely with respect 

to the Initial Term Loans, the BA Rate shall be deemed to be not less than 1.25% per annum.  

         “Bankers’ Acceptance” and “B/A” means a bill of exchange within the meaning of the Bills of 

Exchange  Act  (Canada),  including  a  depository  bill issued  in accordance  with  the  Depository  Bills  and 

Notes Act (Canada), denominated in Canadian Dollars, drawn by the Borrower and accepted by a Lender 

in accordance herewith and includes a Discount Note. 

         “Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Federal Funds 

Rate  in  effect  on  such  day  plus  1/2  of  1%,  (b)  the  Prime  Rate  in  effect  for  such  day  and  (c)  the 

Eurocurrency Rate for a one-month Interest Period plus 1.00%; provided that for the avoidance of doubt, 

the  Eurocurrency  Rate  for any  day  shall  be based  on the rate  determined  on such  day  at approximately 

11:00 a.m. (London time) by reference to the British Bankers’ Association as an authorized vendor for the 

purpose of displaying such rates) on such day; it being understood that, for the avoidance of doubt, solely 

with  respect  to  the  Initial  Term  Loans,  the  Base  Rate  shall  be  deemed  to  be  not  less  than  2.25%  per 

annum.    If  the  Administrative  Agent  shall  have  determined  (which  determination  shall  be  conclusive 

absent manifest error) that it is unable to ascertain the Federal Funds Rate for any reason, including the 

inability  or  failure  of  the  Administrative  Agent  to  obtain  sufficient  quotations  in  accordance  with  the 

terms  of  the  definition  thereof,  the  Base  Rate  shall  be  determined  without  regard  to  clause  (a)  of  the 

preceding sentence until the circumstances giving rise to such inability no longer exist.  Any change in the 

Base Rate due to a change in the Prime Rate, the Federal Funds Rate or the Eurocurrency Rate shall be 

effective  on  the  effective  date  of  such  change  in  the  Prime  Rate,  the  Federal  Funds  Rate  or  the 

Eurocurrency Rate, as the case may be. 

         “Base Rate Loan” means a Loan that bears interest based on the Base Rate. 

         “BIA” means the Bankruptcy and Insolvency Act (Canada). 

         “Board of Directors” means, with respect to any Person, (i) in the case of any corporation, the 

board of directors of such Person, (ii) in the case of any limited liability company, the board of managers 

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of such Person, (iii) in the case of any partnership, the Board of Directors of the general partner of such 

Person and (iv) in any other case, the functional equivalent of the foregoing. 

         “Borrower” has the meaning set forth in the introductory paragraph to this Agreement. 

         “Borrower Materials” has the meaning set forth in Section 6.02. 

         “Borrower Offer of Specified Discount Prepayment” means the offer by any Company Party 

to  make  a  voluntary  prepayment  of  Term  Loans  at  a  Specified  Discount  to  par  pursuant  to 

Section 2.05(a)(v)(B). 

         “Borrower Solicitation of Discount Range Prepayment Offers” means the solicitation by any 

Company Party of offers for, and the corresponding acceptance by a Lender of, a voluntary prepayment of 

Term Loans at a specified range of discounts to par pursuant to Section 2.05(a)(v)(C). 

         “Borrower  Solicitation  of  Discounted  Prepayment  Offers”  means  the  solicitation  by  any 

Company  Party  of  offers  for,  and  the  subsequent  acceptance,  if  any,  by  a  Lender  of,  a  voluntary 

prepayment of Term Loans at a discount to par pursuant to Section 2.05(a)(v)(D). 

         “Borrowing”  means  a  Revolving  Credit  Borrowing,  a  Swing  Line  Borrowing  or  a  Term 

Borrowing, as the context may require. 

         “Business Day” means any day other than a Saturday, Sunday or other day on which commercial 

banks  are  authorized  to  close  under  the  Laws  of,  or  are  in  fact  closed  in,  the  state  of  New  York,  the 

province of Ontario or the state where the Administrative Agent’s Office is located and if such day relates 

to any interest rate settings as to a Eurocurrency Rate Loan, any fundings, disbursements, settlements and 

payments in respect of any such Eurocurrency Rate Loan, or any other dealings to be carried out pursuant 

to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings 

in deposits are conducted by and between banks in the London interbank eurodollar market. 

         “Canadian  Benefit  Plan”  means  any  material  plan,  fund,  program  or  policy,  whether  oral  or 

written,  formal  or  informal,  funded  or  unfunded,  insured  or  uninsured,  providing  employee  benefits, 

including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement 

or savings benefits, under which any Loan Party has any liability with respect to any of its employees or 

former employees employed in Canada, and includes any Canadian Pension Plan but excludes any plan, 

fund,  program  or  policy  established  pursuant  to  provincial  or  federal  Law  and  any  plans  to  which  any 

Loan  Party  contributes  which  are  not  maintained  or  administered  by  the  Loan  Party  or  any  of  its 

Affiliates. 

         “Canadian DB Plan” shall mean each Canadian Pension Plan that is a defined benefit pension 

plan or which contains a defined benefit pension provision contributed to or required to be contributed to 

by the Borrower or any one or more of its Subsidiaries and that is or is required to be registered under the 

PBA. 

         “Canadian Dollars”, “Cdn. $” and “$” each mean lawful money of Canada. 

         “Canadian Dollar  Equivalent”  means,  on  any  date  of  determination,  (a)  with  respect  to  any 

amount in Canadian Dollars, such amount, and (b) with respect to any amount in any other currency, the 

equivalent  in  Canadian  Dollars  of  such  amount,  determined  by  the  Administrative  Agent  pursuant  to 

Section  1.09  using  the  Exchange  Rate  with  respect  to  such  currency  at  the  time  in  effect  under  the 

provisions of such Section. 

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         “Canadian  Pension  Plans”  means  each  pension  plan  required  to  be  registered  under  Canadian 

federal  or  provincial  law  that  is  maintained  or  contributed  to  by  any  Loan  Party  for  its  employees  or 

former  employees,  but  does  not  include  the  Canada  Pension  Plan  or  the  Quebec  Pension  Plan  as 

maintained by the Government of Canada or the Province of Quebec and any plans to which any Loan 

Party contributes which are not maintained or administered by the Loan Party or any of its Affiliates. 

         “Canadian Pledge Agreement” means the First Lien Canadian Pledge Agreement, substantially 

in the form of Exhibit F-2, dated as of the Closing Date, among the Borrower, certain subsidiaries of the 

Borrower and the Collateral Agent. 

         “Canadian Prime Rate” means, at any time, the annual rate of interest equal to the greater of (a) 

the annual rate from time to time publicly announced by the principal office of the Administrative Agent 

in  Toronto,  Ontario,  as  its  prime  rate  in  effect  for  determining  interest  rates  on  Canadian  Dollar 

denominated commercial loans made in Canada, (b) the annual rate of interest equal to the sum of the 30-

day CDOR Rate at such time plus 1% percent per annum and (c) solely with respect to the Initial Term 

Loans, 2.25% per annum. 

         “Canadian  Prime  Rate  Loan”  means  a  Loan  that  bears  interest  based  on  the  Canadian  Prime 

Rate. 

         “Canadian Sanctions Legislation” has the meaning set forth in Section 5.19(a). 

         “Canadian  Securities  Commissions”  means,  collectively,  the  Ontario  Securities  Commission 

and each other Canadian provincial or territorial securities regulator having jurisdiction over the Borrower 

and its Restricted Subsidiaries. 

         “Canadian  Security  Agreement”  means  the  First  Lien  Canadian  Security  Agreement, 

substantially  in  the  form  of  Exhibit  F-1,  dated  as  of  the  Closing  Date,  among  the  Borrower,  certain 

subsidiaries of the Borrower and the Collateral Agent. 

         “Canco”  means  4513380  Canada  Inc.,  a  corporation  incorporated  under  the  federal  Laws  of 

Canada. 

         “Capital  Expenditures”  means,  for  any  Person  in  respect  of  any  period,  the  aggregate  of  all 

expenditures incurred by such Person during such period that, in accordance with GAAP, are or should be 

included in “additions to property, plant or equipment” or similar items reflected in the statement of cash 

flows  of  such  Person;  provided,  however,  that  Capital  Expenditures for the  Borrower  and its  Restricted 

Subsidiaries shall not include: 

                  (a)                   expenditures to the extent they are made with proceeds of the issuance of Equity 

         Interests of the Borrower after the Closing Date to the Sponsor Holdcos, any Sponsor or Sponsor 

         Fund  Affiliate  or  any  other  equity  holder  of  the  Borrower  or  with  funds  that  would  have 

         constituted Net Proceeds under clause (a) of the definition of the term “Net Proceeds” (but that 

         will not constitute Net Proceeds as a result of the first proviso to such clause (a)), 

                  (b)                   expenditures  of  proceeds  of  insurance  settlements,  condemnation  awards  and 

         other settlements in respect of lost, destroyed, damaged or condemned assets, equipment or other 

         property  to  the  extent  such  expenditures  are  made  to  replace  or  repair  such  lost,  destroyed, 

         damaged  or  condemned  assets,  equipment  or  other  property  or  otherwise  to  acquire,  maintain, 

         develop,  construct,  improve,  upgrade  or repair  assets  or  properties  useful in  the  business  of the 

         Borrower and the Restricted Subsidiaries within 18 months of receipt of such proceeds, 

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                  (c)                   interest capitalized in accordance with GAAP during such period, 

                  (d)                   expenditures  that  are  accounted  for  as  capital  expenditures  of  such  Person  and 

         that actually are paid for by a third party (excluding the Borrower or any Restricted Subsidiary) 

         and for which neither the Borrower nor any Restricted Subsidiary has provided or is required to 

         provide or incur, directly or indirectly, any consideration or obligation to such third party or any 

         other Person (whether before, during or after such period), 

                  (e)                   expenditures  that  are  accounted  for  as  capital  expenditures  of  such  Person  in 

         connection  with  the  Vastera  Acquisition  that  are  directly  or  indirectly  funded  or  paid  for  by  a 

         third party (excluding the Borrower or any Restricted Subsidiary), 

                  (f)                   the book value of any asset owned by such Person prior to or during such period 

         to  the  extent  that  such  book  value  is  included  as  a  capital  expenditure  during  such  period  as  a 

         result  of  such  Person  reusing  or  beginning  to  reuse  such  asset  during  such  period  without  a 

         corresponding  expenditure  actually  having  been  made  in  such  period,  provided  that  (i)  any 

         expenditure  necessary  in  order  to  permit  such  asset  to  be  reused  shall  be  included  as  a  Capital 

         Expenditure  during  the  period  that  such  expenditure  actually  is  made  and  (ii)  such  book  value 

         shall have been included in Capital Expenditures when such asset was originally acquired, 

                  (g)                   the  purchase  price  of  equipment  purchased during  such  period to the  extent the 

         consideration therefor consists of any combination of (i) used or surplus equipment traded in at 

         the time of such purchase and (ii) the proceeds of a concurrent sale of used or surplus equipment, 

         in each case, in the ordinary course of business, 

                  (h)                   Investments in respect of a Permitted Business Acquisition, or 

                  (i)                   the                            purchase                                   price                                                of                                                         equipment                                                              that                                                                             is                                                                                     purchased                                                                                          substantially 

         contemporaneously with the trade-in of existing equipment to the extent that the gross amount of 

         such  purchase  price  is  reduced  by  the  credit  granted  by  the  seller  of  such  equipment  for  the 

         equipment being traded in at such time. 

          “Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or 

other  amounts  under  any  lease  of  (or  other  arrangement  conveying  the  right  to  use)  real  or  personal 

property, or a combination thereof, which obligations are required to be classified and accounted for as 

capital  leases  on  a  balance  sheet  of  such  Person  under  GAAP  and,  for  purposes  hereof,  the  amount  of 

such obligations at any time shall be the capitalized amount thereof at such time determined in accordance 

with GAAP. 

         “Cash Collateral” has the meaning set forth in Section 2.03(g). 

         “Cash  Collateral  Account”  means  a  blocked  account  at  a  commercial  bank  specified  by  the 

Administrative Agent in the name of the Administrative Agent and under the sole dominion and control 

of  the  Administrative  Agent,  and  otherwise  established  in  a  manner  reasonably  satisfactory  to  the 

Administrative Agent. 

         “Cash Collateralize” has the meaning set forth in Section 2.03(g). 

         “Cash Equivalents” means: 

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                           (a)                           direct obligations of the United States of America or Canada or in each 

         case any agency thereof or obligations guaranteed by the United States of America or Canada or 

         in each case any agency thereof, in each case with maturities not exceeding two years; 

                           (b)                           time deposit accounts, certificates of deposit and money market deposits 

         maturing within 180 days of the date of acquisition thereof issued by a bank or trust company that 

         is organized under the laws of the United States of America or Canada, or any state or province 

         thereof having capital, surplus and undivided profits in excess of $250,000,000 and whose long-

         term  debt,  or  whose  parent  holding  company’s  long-term  debt,  is  rated  A  (or  such  similar 

         equivalent rating or higher) by at least one nationally recognized statistical rating organization (as 

         defined in Rule 436 under the Securities Act); 

                           (c)                                                          repurchase  obligations  with  a  term  of  not  more  than  180  days  for 

         underlying securities of the types described in clause (a) above entered into with a bank meeting 

         the qualifications described in clause (b) above; 

                           (d)                           commercial  paper,  maturing  not  more  than  one  year  after  the  date  of 

         acquisition,  issued  by  a  corporation  (other  than  an  Affiliate  of  the  Borrower)  organized  and  in 

         existence  under  the  laws  of  the  United  States  of  America  or  Canada  or  any  foreign  country 

         recognized by the United States of America with a rating at the time as of which any investment 

         therein is made of P-1 (or higher) according to Moody’s, A-1 (or higher) according to S&P or R-1 

         Low (or higher) according to DBRS; 

                           (e)                           securities with maturities of two years or less from the date of acquisition 

         issued  or  fully  guaranteed  by  any  State,  commonwealth  or  territory  of  the  United  States  of 

         America,  or  by  any  province  of  Canada,  or  in  each  case  by  any  political  subdivision  or  taxing 

         authority thereof, and rated at least A by S&P, A-2 by Moody’s or A by DBRS; 

                           (f)                           shares of mutual funds whose investment guidelines restrict 95% of such 

         funds’ investments to those satisfying the provisions of clauses (a) through (e) above; 

                           (g)                           money market funds that (i) comply with the criteria set forth in Rule 2a-

         7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s 

         and (iii) have portfolio assets of at least $500,000,000; and 

                           (h)                                                          time deposit accounts, certificates of deposit and money market deposits 

         in an aggregate face amount not in excess of 1/2 of 1% of Consolidated Total Assets. 

         “Cash Interest Expense” means, with respect to the Borrower and its Restricted Subsidiaries on 

a  consolidated  basis  for  any  period,  Interest  Expense  for  such  period,  less  the  sum  of  (a)  pay-in-kind 

Interest  Expense  or  other  noncash  Interest  Expense  (including  as  a  result  of  the  effects  of  purchase 

accounting), (b) to the extent included in Interest Expense, the amortization of any financing fees paid by, 

or on behalf of, the Borrower or any Restricted Subsidiary, including such fees paid in connection with 

the Transactions, (c) the amortization of debt discounts, if any, or fees in respect of Swap Agreements, (d) 

cash  interest  income  of  the  Borrower  and  its  Restricted  Subsidiaries  for  such  period  and  (e)  all  non-

recurring  cash  interest  expense  consisting  of  liquidated  damages  for  failure  to  timely  comply  with 

registration rights obligations and financing fees, all as calculated on a consolidated basis in accordance 

with  GAAP;  provided  that  (i)  Cash  Interest  Expense  shall  exclude  any  one-time  financing  fees  paid  in 

connection  with  the  Transactions  or  any  amendment  of  this  Agreement  and  (ii)  Cash  Interest  Expense 

shall exclude annual agency fees paid to the Administrative Agent and/or the Collateral Agent. 

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         “Cash  Management  Obligations”  means  obligations  owed  by  the  Borrower  or  any  Restricted 

Subsidiary  to  any  Person  that  was  an  Agent,  a  Lender  or  any  Affiliate  of  an  Agent  or  Lender  on  the 

Closing Date or at the time such arrangement was entered into (each, a “Cash Management Bank”), in 

each  case  in  respect  of  any  overdraft  and  related  liabilities  arising  from  treasury,  depository,  purchase 

card and cash management services or any automated clearinghouse transfers of funds. 

         “Casualty  Event”  means  any  event  that  gives  rise  to  the  receipt  by  the  Borrower  or  any 

Restricted  Subsidiary  of  any  insurance  proceeds  or  condemnation  awards  in  respect  of  any  equipment, 

fixed assets or real property (including any improvements thereon) to replace or repair such equipment, 

fixed assets or real property. 

         “CERCLA”  means  the  Comprehensive  Environmental  Response,  Compensation  and  Liability 

Act of 1980, as subsequently amended, and the regulations promulgated thereunder. 

         “Change of Control” shall be deemed to occur if: 

                           (a)                                                          at  any  time  prior  to  a  Qualified  IPO,  any  combination  of  Permitted 

         Holders shall fail to own beneficially (within the meaning of Rule 13d-5 of the Exchange Act as 

         in effect on the Closing Date), directly or indirectly, in the aggregate Equity Interests representing 

         at  least  a  majority  of  the  aggregate  ordinary  voting  power  represented  by  the  issued  and 

         outstanding Equity Interests of the Borrower; 

                           (b)                           at any time after a Qualified IPO, (i) any person or “group” (within the 

         meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date), or 

         any  Person  or  group  of  Persons  acting  jointly  or  in  concert  (within  the  meaning  of  Canadian 

         federal and provincial securities laws), other than any combination of the Permitted Holders, shall 

         have acquired beneficial ownership of 35% or more on a fully diluted basis of the voting interest 

         in the Borrower’s Equity Interests and the Permitted Holders shall own, directly or indirectly, less 

         than  such  Person  or  “group”  on  a  fully  diluted  basis  of  the  voting  interest  in  the  Borrower’s 

         Equity Interests or (ii) during each period of twelve consecutive months, the Continuing Directors 

         shall fail to comprise a majority of the board of directors of the Borrower; or 

                           (c)                           a  “change  of  control”  (or  similar  change  of  control  event)  shall  occur 

         under  the  Second  Lien  Term  Loan  Facility  Credit  Agreement,  any  Indebtedness  for  borrowed 

         money  permitted  under  Section  7.03  with  an  aggregate  principal  amount  in  excess  of  the 

         Threshold Amount or any Permitted Refinancing Indebtedness in respect of any of the foregoing 

         with  an  aggregate  principal  amount  in  excess  of  the  Threshold  Amount  (subject  to  any  grace 

         periods  with  respect  thereto  and  to  the  extent  not  cured  or  waived);  provided  however, 

         notwithstanding anything to the contrary in this definition of “Change of Control,” any transfer of 

         all of the Equity Interests of the Borrower to Holdings in accordance with Section 7.05(m) shall 

         not constitute a Change of Control.   

         “Class” (a) when used with respect to any Lender, refers to whether such Lender has a Loan or 

Commitment with respect to a particular Class of Loans or Commitments, (b) when used with respect to 

Commitments,  refers  to  whether  such  Commitments  are  Revolving  Credit  Commitments,  Extended 

Revolving  Credit  Commitments  of  a  given  Extension  Series,  Revolving  Commitment  Increases,  Other 

Revolving  Credit  Commitments,  Initial  Term  B-1  Commitments,  Initial  Term  B-2  Commitments, 

Incremental Term Commitments or Refinancing Term Commitments of a given Refinancing Series and 

(c) when  used  with  respect  to  Loans  or  a  Borrowing,  refers  to  whether  such  Loans,  or  the  Loans 

comprising  such  Borrowing,  are  Revolving  Credit  Loans,  Revolving  Credit  Loans  under  Extended 

Revolving  Credit  Commitments  of  a  given  Extension  Series,  Revolving  Credit  Loans  under  Other 

Revolving  Credit  Commitments,  Initial  Term  B-1  Loans,  Initial  Term  B-2  Loans,  Incremental  Term 

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Loans,  Refinancing  Term  Loans  of  a  given  Refinancing  Series  or  Extended  Term  Loans  of  a  given 

Extension  Series.    Revolving  Credit  Commitments,  Incremental  Revolving  Credit  Commitments, 

Extended  Revolving  Credit  Commitments,  Other  Revolving  Credit  Commitments,  Initial  Term  B-1 

Commitments,  Initial  Term  B-2  Commitments,  Incremental  Term  Commitments  or  Refinancing  Term 

Commitments  (and  in  each  case,  the  Loans  made  pursuant  to  such  Commitments)  that  have  different 

terms and conditions shall be construed to be in different Classes.  Commitments (and, in each case, the 

Loans made pursuant to such Commitments) that have the same terms and conditions shall be construed 

to be in the same Class.  There shall be no more than an aggregate of three Classes of revolving credit 

facilities and five Classes of term loan facilities under this Agreement. 

         “Closing Date” means April 18, 2013, which is the first date on which all conditions precedent in 

Section 4.01 are satisfied or waived in accordance with Section 4.01. 

         “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time. 

         “Collateral”  means  (i)  the  “Collateral”  as  defined  in  the  Security  Agreements,  (ii)  all  the 

“Collateral”  or  “Pledged  Assets”  as  defined in  any  other  Collateral  Document  and  (iii)  any  other  assets 

pledged or in which a Lien is granted or purported to be granted, in each case, pursuant to any Collateral 

Document. 

         “Collateral Agent” means Royal Bank of Canada, in its capacity as collateral agent or pledgee in 

its own name under any of the Loan Documents, or any successor collateral agent. 

         “Collateral and Guarantee Requirement” means, at any time, the requirement that: 

                           (a)                                                          the Administrative Agent shall have received each Collateral Document 

         required  to  be  delivered  on  the  Closing  Date  pursuant  to  Section  4.01  or  from  time  to  time 

         pursuant to Section 6.11, Section 6.13 or Section 6.15, subject to the limitations and exceptions of 

         this Agreement, duly executed by each Loan Party (other than the Unsecured Guarantors) party 

         thereto; 

                           (b)                                                          the  Obligations  and  the  Guaranty  shall  have  been  secured  by  a  first-

         priority  security  interest  in  all  Equity  Interests  of  each  Restricted  Subsidiary  that  is  not  an 

         Excluded Subsidiary or an Unsecured Guarantor (other than Livingston Luxco S.a r.l.), directly 

         owned by any Loan Party, in each case, subject to exceptions and limitations otherwise set forth 

         in  this  Agreement  and  the  Collateral  Documents  (to  the  extent  appropriate  in  the  applicable 

         jurisdiction); 

                           (c)                                                          the  Obligations  and  the  Guaranty  shall  have  been  secured  by  a  first-

         priority  perfected  security  interest  in,  and  Mortgages  on,  substantially  all  now  owned  or,  in the 

         case of real property, fee owned, or at any time hereafter acquired tangible and intangible assets 

         of  each  Loan  Party  (other  than  the  Unsecured  Guarantors)  (including  Equity  Interests, 

         intercompany  debt,  accounts,  inventory,  equipment,  investment  property,  contract  rights, 

         intellectual  property,  other  general  intangibles,  Material  Real  Property  and  proceeds  of  the 

         foregoing),  in  each  case,  subject  to  exceptions  and  limitations  otherwise  set  forth  in  this 

         Agreement and the Collateral Documents (to the extent appropriate in the applicable jurisdiction); 

                           (d)                                                          subject to limitations and exceptions of this Agreement and the Collateral 

         Documents, to the extent a security interest in and Mortgages on any Material Real Property are 

         required  pursuant  to  clause  (c)  above  or  under  Section  6.11,  6.13  or  Section  6.15  (each,  a 

         “Mortgaged  Property”),  the  Administrative  Agent  shall  have  received  (i)  a  Mortgage  with 

         respect  to  such  Mortgaged  Property  duly  executed  and  delivered  by  the  record  owner  of  such 

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         property  in  form  suitable  for  filing,  registration  or  recording  and  together  with  duly  executed 

         authorizations and directions for the electronic execution and filing, registration or recording of 

         such  Mortgage,  in  all  filing  or  recording  offices  that  the  Administrative  Agent  may  reasonably 

         deem necessary or desirable in order to create a valid and subsisting perfected Lien (subject only 

         to Liens described in clause (ii) below) on the property and/or rights described therein in favor of 

         the  Collateral  Agent  for  the  benefit  of  the  Secured  Parties,  and  evidence  that  all  filing  and 

         recording  taxes  and  fees  have  been  paid  or  otherwise  provided  for  in  a  manner  reasonably 

         satisfactory to the Administrative Agent (it being understood that if a mortgage tax will be owed 

         on  the  entire  amount  of  the  indebtedness  evidenced  hereby,  then  the  amount  secured  by  the 

         Mortgage  shall  be  limited  to  100%  of  the  fair  market  value  of  the  property  at  the  time  the 

         Mortgage  is  entered  into  if  such  limitation  results  in  such  mortgage  tax  being  calculated  based 

         upon  such  fair  market  value),  (ii)  fully  paid  policies  of  title  insurance  (or  marked-up  title 

         insurance  commitments  having  the  effect  of  policies  of  title  insurance)  on  the  Mortgaged 

         Property naming the Collateral Agent as the insured for its benefit and that of the Secured Parties 

         and  their  respective  successors  and  assigns  (the  “Mortgage  Policies”)  issued  by  a  nationally 

         recognized  title  insurance  company  reasonably  acceptable  to  the  Administrative  Agent  in  form 

         and substance and in an amount reasonably acceptable to the Administrative Agent (not to exceed 

         100% of the fair market value of the real properties covered thereby), insuring the Mortgages to 

         be valid subsisting first priority Liens on the property described therein, free and clear of all Liens 

         other than Liens permitted pursuant to Section 7.01 and other Liens reasonably acceptable to the 

         Administrative  Agent,  each  of  which shall (A) to the  extent reasonably  necessary,  include such 

         reinsurance arrangements (with provisions for direct access, if reasonably necessary) as shall be 

         reasonably acceptable to the Collateral Agent, (B) contain a “tie-in” or “cluster” endorsement, if 

         available under applicable law (i.e., policies which insure against losses regardless of location or 

         allocated value of the insured property up to a stated maximum coverage amount), and (C) have 

         been  supplemented  by  such  endorsements  as  shall  be  reasonably  requested  by  the  Collateral 

         Agent  (including  endorsements  on  matters  relating  to  usury,  first  loss,  last  dollar,  zoning, 

         contiguity, doing business, non-imputation, public road access, variable rate, environmental lien, 

         subdivision,  mortgage  recording  tax,  separate  tax  lot,  revolving  credit  and  so-called 

         comprehensive  coverage  over  covenants  and  restrictions,  to  the  extent  such  endorsements  are 

         available  in  the  applicable  jurisdiction  at  commercially  reasonable  rates),  (iii)  such  statutory 

         declarations or officers’ certificates as the title insurance company may require in order to issue 

         the Mortgage Policies, (iv) legal opinions, addressed to the Administrative Agent, the Collateral 

         Agent  and  the  Secured  Parties,  reasonably  acceptable  to  the  Administrative  Agent  as  to  such 

         matters  as  the  Administrative  Agent  may  reasonably  request,  and  (v)  a  completed  “life  of  the 

         loan”  Federal  Emergency  Management  Agency  Standard  Flood  Hazard  Determination  with 

         respect to each Mortgaged Property in the United States on which any “building” (as defined in 

         the Flood Insurance Laws) is located, duly executed and acknowledged by the appropriate Loan 

         Parties,  together  with  evidence  of  flood  insurance  as  and  to  the  extent  required  under  Section 

         6.07(c) hereof; and 

                           (e)                           after  the  Closing  Date,  (i)  each  Restricted  Subsidiary  of  the  Borrower 

         that  is  not  then  a  Guarantor  (other  than  the  Unsecured  Guarantors)  and  not  an  Excluded 

         Subsidiary  shall  become  a  Guarantor  and  signatory  to  this  Agreement  pursuant  to  a  joinder 

         agreement  in  accordance  with  Section  6.11  or  6.13  and  a  party  to  the  Collateral  Documents  in 

         accordance with Section 6.11 and (ii) each Restricted Subsidiary of the Borrower that ceases to be 

         an Unsecured Guarantor and is not otherwise an Excluded Subsidiary shall become a party to the 

         Collateral  Documents  in  accordance  with  Section  6.11;  provided  that  notwithstanding  the 

         foregoing  provisions,  any  Subsidiary  of  the  Borrower  that  Guarantees  any  Restricted 

         Indebtedness, any Credit Agreement Refinancing Indebtedness or any Permitted Refinancing of 

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         any  of  the  foregoing  shall  be  a  Guarantor  hereunder  for  so  long  as  it  Guarantees  such 

         Indebtedness. 

                  Notwithstanding the foregoing provisions of this definition or anything in this Agreement 

         or any other Loan Document to the contrary: 

                                             (A)                                             the  foregoing  definition  shall  not  require,  unless 

                           otherwise  stated  in  this  clause  (A),  the  creation  or  perfection  of  pledges  of, 

                           security  interests  in,  Mortgages  on,  or  the  obtaining  of  title  insurance  or  taking 

                           other actions with respect to, (i) any fee owned real property (other than Material 

                           Real Properties) and any leasehold rights and interests in real property (including 

                           landlord waivers, estoppels and collateral access letters), (ii) motor vehicles and 

                           other  assets  subject to  certificates  of title and commercial tort claims  where the 

                           amount of damages claimed by the applicable Loan Party is less than $1,000,000 

                           (it being understood that all such assets are still intended to constitute Collateral, 

                           even though perfection beyond a UCC or PPSA filing is not required hereunder, 

                           to  the  extent  a  security  interest  can  be  created  therein  without  a  specific 

                           description thereof, without delivery of a supplement to a Collateral Document or 

                           without the taking of any action or obtaining the consent of any Person, including 

                           any  Governmental  Authority),  (iii)  any  particular  asset,  if  the  pledge  thereof  or 

                           the  security  interest  therein  is  prohibited  by  Law  (including  any  requirement  to 

                           obtain  the  consent  of  any  Governmental  Authority  or  third  party)  other  than  to 

                           the  extent  such  prohibition  is  expressly  deemed  ineffective  under  the  Uniform 

                           Commercial  Code,  the  PPSA  or  other  applicable  Law  notwithstanding  such 

                           prohibition,  (iv)  Equity  Interests  in  any  Person  other  than  wholly  owned 

                           Restricted Subsidiaries that cannot be pledged without the consent of one or more 

                           third  parties  other  than  the  Sponsor  Holdcos,  the  Management  Holders,  the 

                           Borrower  or  any  of  its  Restricted  Subsidiaries  (other  than  to  the  extent  such 

                           prohibition  is  expressly  deemed  ineffective  under  the  Uniform  Commercial 

                           Code,  the  PPSA  or  other  applicable  Law  notwithstanding  such  prohibition),  (v) 

                           any  permitted  agreements  or  other  property  or  rights  of  a  Loan  Party  arising 

                           under or evidenced by any permitted contract, lease, instrument, license, state or 

                           local franchises, charters and authorizations, purchase money security interest or 

                           similar  arrangement  or  document  to  the  extent  the  pledges  thereof  and  security 

                           interests  therein  are  prohibited  by  such  permitted  agreements  (including 

                           permitted  liens,  leases,  licenses,  state  or  local  franchises,  charters  and 

                           authorizations,  purchase  money  security  interest  or  similar  arrangement  or 

                           document), other than proceeds and receivables thereof, except to the extent the 

                           pledge  of  such  permitted  agreements  or  other  property  or  rights  is  expressly 

                           deemed effective (or such prohibition is deemed ineffective) under the Uniform 

                           Commercial  Code,  the  PPSA  or  other  applicable  Law  or  principle  of  equity 

                           notwithstanding such prohibition, (vi) licenses, leases, other agreements and any 

                           other  property  and  assets  to  the  extent  that  the  Administrative  Agent  may  not 

                           validly possess a security interest therein under applicable Laws or the pledge or 

                           creation  of  a  security  interest  in  which  would  require  governmental  consent, 

                           approval,  license  or  authorization  (except  that  cash  proceeds  of  dispositions 

                           thereof  in  accordance  with  applicable  Law  shall  constitute  Collateral),  (vii)  the 

                           creation or perfection of pledges of, or security interests in, any property or assets 

                           that would result in material adverse tax consequences to the Borrower or any of 

                           its  Restricted  Subsidiaries,  as  determined  in  the  reasonable  judgment  of  the 

                           Borrower and communicated in a writing delivered to the Collateral Agent, (viii) 

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                           letter  of  credit  rights,  except  to  the  extent  constituting  a  support  obligation  for 

                           other  Collateral  as  to  which  perfection  of  the  security  interest  in  such  other 

                           Collateral is accomplished solely by the filing of a UCC financing statement or 

                           PPSA registration statement (it being understood that no actions shall be required 

                           to  perfect  a  security  interest  in  letter  of  credit  rights,  other  than  the  filing  of  a 

                           Uniform  Commercial  Code  financing  statement  and/or  a  PPSA  registration 

                           statement),  (ix)  any  intent-to-use  trademark  application  prior  to  the  filing  of  a 

                           “Statement  of  Use”  or  “Amendment  to  Allege  Use” with respect  thereto,  to  the 

                           extent, if any, that, and solely during the period, if any, in which, the grant of a 

                           security interest therein would impair the validity or enforceability of such intent-

                           to-use trademark application under applicable federal Law and (x) any particular 

                           assets  if,  in  the  reasonable  judgment  of  the  Administrative  Agent  evidenced  in 

                           writing,  determined  in  consultation  with  the  Borrower,  the  burden,  cost  or 

                           consequences of creating or perfecting such pledges or security interests in such 

                           assets  or  obtaining  title  insurance  is  excessive  in  relation  to  the  benefits  to  be 

                           obtained therefrom by the Lenders under the Loan Documents; 

                                             (B)                                                                                               the  foregoing  definition  shall  not  require  control 

                           agreements  with  respect  to  any  cash,  deposit  accounts  or  securities  accounts 

                           (other  than  cash  collateral  accounts  created  pursuant  to  the  terms  of  this 

                           Agreement and other than customary account pledge agreements in jurisdictions 

                           other  than  the  United  States,  Canada  or  any  state,  province  or  territory  in  each 

                           case thereof); 

                                             (C)                                             the  Administrative  Agent  in  its  discretion  may  grant 

                           extensions  of  time  for  the  creation  or  perfection  of  security  interests  in,  and 

                           Mortgages on, or obtaining of title insurance or taking other actions with respect 

                           to, particular assets (including extensions beyond the Closing Date) or any other 

                           compliance  with  the  requirements  of  this  definition  where  it  reasonably 

                           determines  in  writing,  in  consultation  with  the  Borrower,  that  the  creation  or 

                           perfection of security interests and Mortgages on, or obtaining of title insurance 

                           or  taking  other  actions,  or  any  other  compliance  with  the  requirements  of  this 

                           definition cannot be accomplished without undue delay, burden or expense by the 

                           time or times at which it would otherwise be required by this Agreement or the 

                           Collateral Documents; and 

                                             (D)                                             Liens required to be granted from time to time pursuant 

                           to  the  Collateral  and  Guarantee  Requirement  shall  be  subject  to  exceptions  and 

                           limitations set forth in this Agreement and the Collateral Documents. 

         “Collateral  Documents”  means,  collectively,  each  Security  Agreement,  each  Intellectual 

Property Security Agreement, each of the Mortgages, collateral assignments, security agreements, pledge 

agreements,  intellectual  property  security  agreements  or  other  similar  agreements  delivered  to  the 

Administrative  Agent  or  the  Collateral  Agent  pursuant  to  Section  4.01,  Section  6.11,  Section  6.13  or 

Section  6.15,  and  each  of  the  other  agreements,  instruments  or  documents  that  creates  or  purports  to 

create a Lien in favor of the Administrative Agent or the Collateral Agent for the benefit of the Secured 

Parties. 

         “Commitment”  means  a  Revolving  Credit  Commitment,  Incremental  Revolving  Credit 

Commitment,  Extended  Revolving  Credit  Commitment  of  a  given  Extension  Series,  Other  Revolving 

Credit  Commitment  of  a  given  Refinancing  Series,  Initial  Term  B-1  Commitment,  Initial  Term  B-2 

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Commitment, Incremental Term Commitment or Refinancing Term Commitment of a given Refinancing 

Series as the context may require. 

         “Committed Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from 

one  Type  to  the  other,  or  (c)  a  continuation  of  Eurocurrency  Rate  Loans,  Bankers’  Acceptances  or  BA 

Equivalent Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of 

Exhibit A. 

         “Commodity  Exchange  Act”  means  the  Commodity  Exchange  Act  (7  U.S.C.  §  1  et  seq.),  as 

amended from time to time, and any successor statute. 

         “Company  Parties”  means  the  collective  reference  to  the  Borrower  and  its  Restricted 

Subsidiaries, and “Company Party” means any one of them. 

         “Compensation Period” has the meaning set forth in Section 2.12(c)(ii). 

         “Compliance Certificate” means a certificate substantially in the form of Exhibit D-1. 

         “Consolidated First Lien Debt” means Consolidated Total Debt minus the sum of (i) the portion 

of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Debt that is 

not secured by any Lien on property or assets of the Borrower or any Restricted Subsidiary and (ii) the 

portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Debt 

(including,  for  the  avoidance  of  doubt,  Indebtedness under the  Second  Lien  Facility)  that  is  secured  by 

Liens  on  property  or  assets  of  the  Borrower  or  any  Restricted  Subsidiary,  which  Liens  are  expressly 

subordinated in writing to the Liens securing the Obligations. 

         “Consolidated First Lien Leverage Ratio” means, with respect to any Test Period, the ratio of 

(a)  Consolidated  First  Lien  Debt  as  of  the  last  day  of  such  Test  Period  to  (b)  EBITDA  for  such  Test 

Period. 

         “Consolidated  Net  Income”  means,  for  any  period,  the  aggregate  of  the  Net  Income  of  the 

Borrower  and  its  Restricted  Subsidiaries  for  such  period  determined  on  a  consolidated  basis;  provided, 

however, that 

                  (a)                   fees, expenses or charges related to the Transactions, any ratings, any offering of 

         Equity  Interests  of  the  Borrower  or  any  of  its  Restricted  Subsidiaries,  any  Permitted  Business 

         Acquisition  or  Indebtedness  permitted  to  be  incurred  hereunder  (in  each  case,  whether  or  not 

         successful), in each case, shall be excluded, 

                  (b)                   any  net  after-tax  income  or  loss  from  the  disposal  of  discontinued  operations 

         shall be excluded (but if such operations are classified as discontinued due to the fact that they are 

         subject  to  an  agreement  to  dispose  of  such  operations,  only  when  and  to  the  extent  such 

         operations are actually disposed of), 

                  (c)                   any  net  after-tax  gain  or  loss  (including  the  effect  of  all  fees  and  expenses  or 

         charges  relating  thereto)  attributable  to  business  dispositions  or  asset  dispositions  other  than  in 

         the  ordinary  course  of  business  (as  determined  in  good  faith  by  the  Board  of  Directors  of  the 

         Borrower) shall be excluded, 

                  (d)                   any net after-tax income or loss (including the effect of all fees and expenses or 

         charges relating thereto) attributable to the refinancing,  modification of or early extinguishment 

         of Indebtedness (including obligations under Swap Agreements) shall be excluded, 

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                  (e)                   (i)  the  Net  Income  (loss)  for  such  period  of  any  Person  that  is  not  a  Restricted 

         Subsidiary of the Borrower, or that is accounted for by the equity method of accounting, shall be 

         included only to the extent of the amount of dividends or distributions or other payments paid in 

         cash (or to the extent converted into cash) to the Borrower or a Restricted Subsidiary thereof in 

         respect  of  such  period  and  (ii)  the  Net  Income  for  such  period  shall  include  any  dividend, 

         distribution  or  other  payment  in  respect  of  equity  paid  in  cash  by  such  Person  in  excess  of  the 

         amounts included in clause (i), 

                  (f)                   for  purposes  of  calculating  the  Available  Investment  Basket  Amount  and  the 

         Available Cumulative Retained Excess Cash Flow Amount only, the Net Income for such period 

         of any Subsidiary (that is not a Loan Party) of the Borrower shall be excluded to the extent that 

         the  declaration  or  payment  of  dividends  or  similar  distributions  by  such  Subsidiary  of  its  Net 

         Income  is  not  at  the  date  of  determination  permitted  without  any  prior  governmental  approval 

         (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter 

         or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation 

         applicable to that Subsidiary or its stockholders or members, unless such restriction with respect 

         to the payment of dividends or similar distributions has been legally waived (provided that the net 

         loss of any such Subsidiary shall be included to the extent funds are disbursed by such Person or 

         any other Subsidiary of such Person in respect of such loss and that Consolidated Net Income of 

         such Person shall be increased by the amount of dividends or distributions or other payments that 

         are actually paid in cash (or to the extent converted into cash) by such Subsidiary to the Borrower 

         or one of its Restricted Subsidiaries in respect of such period to the extent not already included 

         therein), 

                  (g)                   Consolidated Net Income for such period shall not include the cumulative effect 

         of a change in accounting principles during such period, 

                  (h)                   any non-cash charges from the application of the purchase method of accounting 

         in connection with any future acquisition, to the extent such charges are deducted in computing 

         such Consolidated Net Income shall be excluded, 

                  (i)                   any  long-term  incentive  plan  accruals  and  any  non-cash  compensation  expense 

         realized  from  grants  of  stock  appreciation  or  similar  rights,  stock  options,  any  restricted  stock 

         plan or other rights to officers, directors and employees of the Borrower or any of its Restricted 

         Subsidiaries shall be excluded,  

                  (j)                   any  net  unrealized  foreign  exchange  gain  or  loss  (after  any  offset)  shall  be 

         excluded, and 

                  (k)                   (i)  the  Net  Income  for  such  period  of  any  Unrestricted  Subsidiary  shall  be 

         included only to the extent of the amount of dividends or distributions or other payments paid in 

         cash (or to the extent converted into cash) by such Unrestricted Subsidiary to the Borrower or a 

         Restricted  Subsidiary  in  respect  of  such  period  and  (ii)  the  Net  Income  for  such  period  shall 

         include  any  dividend,  distribution  or  other  payment  in  respect  of  equity  paid  in  cash  by  such 

         Person to the Borrower or a Restricted Subsidiary in excess of the amounts included in clause (i). 

         “Consolidated Secured Debt” means Consolidated Total Debt minus the portion of Indebtedness 

of the Borrower or any Restricted Subsidiary included in Consolidated Total Debt that is not secured by 

any Lien on property or assets of the Borrower or any Restricted Subsidiary. 

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         “Consolidated Secured Leverage Ratio” means, with respect to any Test Period, the ratio of (a) 

Consolidated Secured Debt as of the last day of such Test Period to (b) EBITDA for such Test Period. 

         “Consolidated  Total  Assets”  means,  at  any  time  of  determination,  the  total  assets  of  the 

Borrower and the Restricted Subsidiaries on a consolidated basis in accordance with GAAP, as shown on 

the  most  recent  balance  sheet  of  the  Borrower  delivered  pursuant  to  Section  6.01(a)  or  (b)  or,  for  the 

period prior to the time any such statements are so delivered pursuant to Section 6.01(a) or (b), the Pro 

Forma Financial Statements. 

         “Consolidated  Total  Debt”  means,  as  of  any  date  of  determination,  the  sum  of  the  aggregate 

principal  amount  of  Indebtedness  of  the  Borrower  and  its  Restricted  Subsidiaries  outstanding  on  such 

date, in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated 

basis in  accordance  with  GAAP  (but  excluding  the  effects  of any  discounting  of  Indebtedness resulting 

from  the  application  of  purchase  accounting  in  connection  with  the  Transactions  or  any  Permitted 

Business  Acquisition),  consisting  of  Indebtedness  for  borrowed  money,  Capital  Lease  Obligations  and 

debt  obligations  evidenced  by  promissory  notes  or  similar  instruments;  provided  that  (a)  Consolidated 

Total  Debt  shall  not  include  Indebtedness  (i)  in  respect  of  letters  of  credit,  except  to  the  extent  of 

unreimbursed  amounts thereunder;  provided that  any unreimbursed  amount  under  commercial  letters  of 

credit  shall  not  be  counted  as  Consolidated  Total  Debt  until  three  Business  Days  after  such  amount  is 

drawn, (ii) of Unrestricted Subsidiaries, (iii) constituting Sponsor Subordinated Debt and (iv) on or prior 

to  November  9,  2013,  in  respect  of  the  Existing  Notes,  so  long  as  in  the  case  of  this  clause  (iv),  the 

Existing Notes Escrow Condition shall be satisfied and (b) for the avoidance of doubt, obligations under 

interest  rate  Swap  Agreements  shall  not  constitute  Consolidated  Total  Debt;  and  provided  further  that 

Consolidated Total Debt as of any date of determination shall be adjusted to include Indebtedness under 

the Revolving Credit Facility using the average of the Net Revolving Credit Facility Balance for each day 

during the 180-day period ending on the last date of the applicable Test Period (for greater certainty, on 

any given day the Net Revolving Credit Facility Balance may be positive or negative but the average Net 

Revolving Credit Facility Balance in respect of any Test Period shall be set at a minimum of zero). 

         “Consolidated  Total  Leverage  Ratio”  means,  with  respect  to  any  Test  Period,  the  ratio  of  (a) 

Consolidated Total Debt as of the last day of such Test Period to (b) EBITDA for such Test Period. 

         “Continuing Directors” means the directors of the Borrower or a Subsidiary, as applicable, on 

the Closing Date, and each other director, if, in each case, such other director’s nomination for election to 

the board of directors of the Borrower (or the direct or indirect parent of the Borrower after a Qualified 

IPO of such direct or indirect parent) or such Subsidiary, as applicable, is recommended by a majority of 

the then Continuing Directors or such other director receives the vote of the Permitted Holders in his or 

her election by the stockholders of, the Borrower (or the direct or indirect parent of the Borrower after a 

Qualified IPO of such direct or indirect parent) or such Subsidiary, as applicable. 

         “Contractual Obligation” means, as to any Person, any provision of any security issued by such 

Person or of any agreement, instrument or other undertaking to which such Person is a party or by which 

it or any of its property is bound. 

         “Control” has the meaning set forth in the definition of “Affiliate.” 

         “CPPIB Sub” means CPPIB Zambezi Holdings Inc., a corporation incorporated under the Laws 

of Canada. 

         “Credit Agreement Refinancing Indebtedness” means (a) Permitted First Priority Refinancing 

Debt, (b) Permitted Second Priority Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) 

other  Indebtedness  incurred  pursuant  to  a  Refinancing  Amendment,  in  each  case,  issued,  incurred  or 

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otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange 

for,  or to  extend,  renew,  replace,  repurchase,  retire  or  refinance,  in  whole  or  part,  existing  Term  Loans 

and Revolving Credit Loans (or Revolving Credit Commitments), or any then-existing Credit Agreement 

Refinancing  Indebtedness  (“Refinanced  Debt”);  provided  that  (i)  such  Indebtedness  has  a  maturity  no 

earlier,  and,  in  the  case  of  Refinancing  Term  Loans,  a  Weighted  Average  Life  to  Maturity  equal  to  or 

greater, than the Refinanced Debt, (ii) such Indebtedness shall not have a greater principal amount than 

the principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties 

thereon and reasonable fees and expenses associated with the refinancing, (iii) the terms and conditions of 

such  Indebtedness  (except  as  otherwise  provided  in  clause  (ii)  above  and  with  respect  to  pricing, 

premiums, fees, rate floors and optional prepayment or redemption terms) are substantially identical to, or 

(taken as a whole) are no more favorable to the lenders or holders providing such Indebtedness, than those 

applicable to the Refinanced Debt being refinanced (except for covenants or other provisions applicable 

only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness) (provided 

that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business 

Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the 

material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating 

that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of 

this  clause  (iii)  shall  be  conclusive  evidence  that  such  terms  and  conditions  satisfy  such  requirement 

unless  the  Administrative  Agent  notifies  the  Borrower  within  such  five  (5)  Business  Day  period  that  it 

disagrees  with  such  determination  (including  a  description  of  the  basis  upon  which  it  disagrees)),  and 

(iv) such Refinanced Debt shall be repaid, repurchased, retired, defeased or satisfied and discharged, all 

accrued  interest,  fees,  premiums  (if  any)  and  penalties  in  connection  therewith  shall  be  paid,  and  all 

commitments  thereunder  terminated,  on  the  date  such  Credit  Agreement  Refinancing  Indebtedness  is 

issued, incurred or obtained. 

         “Credit Extension” means each of the following:  (a) a Borrowing, (b) an L/C Credit Extension 

and  (c)  the  creation  and  purchase  of  Bankers’  Acceptances  or  the  purchase  of  completed  Drafts  by  a 

Lender or by any other Person. 

         “Cumulative  Retained  Excess  Cash  Flow  Amount”  means,  at  any  date,  an  amount,  not  less 

than zero, determined on a cumulative basis equal to the amount of Excess Cash Flow for all Excess Cash 

Flow Periods ending after the Closing Date that is not (and, in the case of any Excess Cash Flow Period 

where the respective required date of prepayment has not yet occurred pursuant to Section 2.05(b), will 

not  on  such  date  of  required  prepayment  be)  required  to  be  applied in  accordance  with  Section  2.05(b) 

(for the avoidance of doubt, without giving effect to Section 2.05(b)(xi)). 

         “Current  Assets”  means,  with  respect  to  the  Borrower  and  its  Restricted  Subsidiaries  on  a 

consolidated  basis  at  any  date  of  determination,  the  sum  of  all  assets  (other  than  cash  and  Cash 

Equivalents  or  other  cash  equivalents)  that  would,  in  accordance  with  GAAP,  be  classified  on  a 

consolidated balance sheet of the Borrower and its Restricted Subsidiaries as current assets at such date of 

determination, other than amounts related to current or deferred Taxes based on income or profits. 

         “Current  Liabilities”  means,  with  respect to  the  Borrower  and  its  Restricted  Subsidiaries  on a 

consolidated basis at any date of determination, all liabilities that would, in accordance with GAAP, be 

classified  on  a  consolidated  balance  sheet  of  the  Borrower  and  its  Restricted  Subsidiaries  as  current 

liabilities  at  such  date  of  determination,  other  than  (a)  the  current  portion  of  any  debt  or  Capital  Lease 

Obligations,  (b)  accruals  of  Interest  Expense  (excluding  Interest  Expense  that  is  due  and  unpaid),  (c) 

accruals for current or deferred Taxes based on income or profits, (d) accruals, if any, of transaction costs 

resulting  from  the  Transactions,  (e)  accruals  of  any  costs  or  expenses  related  to  (i)  severance  or 

termination  of  employees  prior  to  the  Closing  Date  or  (ii)  bonuses,  pension  and  other  post-retirement 

benefit obligations, and (f) accruals for add-backs to EBITDA included in the definition of such term. 

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         “DBRS” means Dominion Bond Rating Service Limited and any successor thereto. 

         “Debt Fund Affiliates” means any Affiliate of the Borrower that is a bona fide diversified debt 

fund  or  an  investment  vehicle  that  is  primarily  engaged  in  making,  purchasing,  holding  or  otherwise 

investing  in  commercial  loans,  bonds  and  similar  extensions  of  credit  in  the  ordinary  course,  and  with 

respect to which none of the Borrower or any of its Subsidiaries, a Sponsor or any fund that has a direct or 

indirect equity investment in the Borrower or any of its Subsidiaries, makes investment decisions for such 

entity. 

         “Debt  Service”  shall  mean,  with  respect  to  the  Borrower  and  its  Restricted  Subsidiaries  on  a 

consolidated  basis  for  any  period,  Cash  Interest  Expense  for  such  period  plus  scheduled  principal 

amortization of Consolidated Total Debt for such period. 

         “Debtor Relief Laws” means, collectively, Title 11 of the United State Code, as amended, any 

similar  federal,  state,  provincial  or  territorial  law  for  the  relief  of  debtors,  including  the  BIA,  the 

Companies Creditors’ Arrangement Act (Canada) and the Winding -up and Restructuring Act (Canada), 

and  all  other  liquidation,  conservatorship,  bankruptcy,  assignment  for  the  benefit  of  creditors, 

moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the 

United States, Canada or other applicable jurisdictions from time to time in effect and affecting the rights 

of  creditors  generally  or  dealing  with  bankruptcy,  insolvency,  restructuring  of  debt,  the  enforcement  of 

security interests or related remedies by a secured creditor, or analogous concepts, and including, without 

limitation:  (i) the filing  of  an  application  or  commencement  of  proceedings  under  the reorganization or 

arrangement  provisions  of  the  Canada  Business  Corporations  Act  or  the  Business  Corporations  Act 

(Ontario) (or  any  successors to such  statutes  or comparable  legislation in  other jurisdictions)  and (ii)  to 

the  extent  applicable,  the  common  law,  civil  law  and  court  orders  issued  by  a  court  of  competent 

jurisdiction in respect of the foregoing matters.  

         “Declined Proceeds” has the meaning set forth in Section 2.05(b)(ix). 

         “Default”  means  any  event  or  condition  that  constitutes  an  Event  of  Default  or  that,  with  the 

giving of any notice, the passage of time, or both, would be an Event of Default. 

         “Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if 

any, applicable to Revolving Loans that are Base Rate Loans plus (c) 2.0% per annum; provided that (i) 

with respect to Canadian Prime Rate Loans, the Default Rate shall mean an interest rate equal to (A) the 

Canadian  Prime  Rate  plus  (B)  the  Applicable  Rate,  if  any,  applicable  to  Revolving  Loans  that  are 

Canadian  Prime  Rate  Loans  plus  (c)  2.0%  per  annum  and  (ii)  with  respect  to  the  overdue  principal  or 

interest in respect of a Eurocurrency Rate Loan, Banker’s Acceptance or BA Equivalent Loan, the Default 

Rate  shall  be  an  interest  rate  equal  to  the  interest  rate  (including  any  Applicable  Rate)  otherwise 

applicable to such Loan, plus 2.0% per annum, in each case to the fullest extent permitted by applicable 

Laws. 

         “Defaulting  Lender”  means  any  Lender  whose  acts  or  failure  to  act,  whether  directly  or 

indirectly, cause it to meet any part of the definition of “Lender Default.” 

         “Designated Equity Contribution” has the meaning set forth in Section 8.05(a). 

         “Designated  Non-Cash  Consideration”  means  the  fair  market  value  (as  determined  by  the 

Borrower in good faith) of non-cash consideration received by the Borrower or its Restricted Subsidiaries 

in  connection  with  a  Disposition  pursuant  to  Section  7.05  that  is  designated  as  Designated  Non-Cash 

Consideration  pursuant  to  a  certificate  of  a  Responsible  Officer  of  the  Borrower  delivered  to  the 

Administrative Agent, setting forth the basis of such valuation (which amount will be reduced by the fair 

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market value of the portion of the non-cash consideration converted to cash within 180 days following the 

consummation of the applicable Disposition). 

         “Discount Note” means a promissory note evidencing a BA Equivalent Loan. 

         “Discount          Prepayment                         Accepting                                            Lender”                                                           has                                                                        the                                                                                meaning                                                                                       set                                                                                                    forth                                                                                                           in 

Section 2.05(a)(v)(B)(2). 

         “Discount Range” has the meaning set forth in Section 2.05(a)(v)(C)(1). 

         “Discount Range Prepayment Amount” has the meaning set forth in Section 2.05(a)(v)(C)(1). 

         “Discount  Range  Prepayment  Notice”  means  a  written  notice  of  a  Borrower  Solicitation  of 

Discount  Range  Prepayment  Offers  made  pursuant  to  Section 2.05(a)(v)(C)  substantially  in  the  form  of 

Exhibit L-4. 

         “Discount  Range  Prepayment  Offer”  means  the  irrevocable  written  offer  by  a  Lender, 

substantially in the form of Exhibit L-5, submitted in response to an invitation to submit offers following 

the Auction Agent’s receipt of a Discount Range Prepayment Notice. 

         “Discount  Range  Prepayment  Response  Date”  has  the  meaning  set  forth  in 

Section 2.05(a)(v)(C)(1). 

         “Discount Range Proration” has the meaning set forth in Section 2.05(a)(v)(C)(3). 

         “Discounted  Prepayment  Determination  Date”  has  the  meaning  set  forth  in 

Section 2.05(a)(v)(D)(3). 

         “Discounted Prepayment Effective Date” means in the case of a Borrower Offer of Specified 

Discount  Prepayment,  Borrower  Solicitation  of  Discount  Range  Prepayment  Offer  or  Borrower 

Solicitation  of  Discounted  Prepayment  Offer,  five  (5)  Business  Days  following  the  Specified  Discount 

Prepayment Response Date, the Discount Range Prepayment Response Date or the Solicited Discounted 

Prepayment Response                 Date,                               as                                         applicable,                                              in                                                             accordance                                                                   with                                                                                  Section 2.05(a)(v)(B)(1), 

Section 2.05(a)(v)(C)(1)  or  Section 2.05(a)(v)(D)(1),  respectively,  unless  a  shorter  period  is  agreed  to 

between the Borrower and the Auction Agent. 

         “Discounted Term Loan Prepayment” has the meaning set forth in Section 2.05(a)(v)(A). 

         “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including 

any sale and leaseback transaction and any sale or issuance of Equity Interests in a Restricted Subsidiary) 

of any property by any Person, including any sale, assignment, transfer or other disposal, with or without 

recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that 

“Disposition” and “Dispose” shall not be deemed to include any issuance by the Borrower of any of its 

Equity Interests to another Person. 

         “Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of 

any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon 

the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for 

Qualified  Equity  Interests),  pursuant  to  a  sinking  fund  obligation  or  otherwise  (except  as  a  result  of  a 

change  of  control  or  asset  sale  so  long  as  any  rights  of  the  holders  thereof  upon  the  occurrence  of  a 

change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all 

other  Obligations  that  are  accrued  and  payable  and  the  termination  of  the  Commitments  and  the 

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termination or expiration of all outstanding Letters of Credit (unless the Outstanding Amount of the L/C 

Obligations  related  thereto  has  been  Cash  Collateralized,  back-stopped  by  a  letter  of  credit  reasonably 

satisfactory  to  the  applicable  L/C  Issuer  or  deemed  reissued  under  another  agreement  reasonably 

acceptable to the applicable L/C Issuer)), (b) is redeemable at the option of the holder thereof (other than 

solely for Qualified Equity Interests and other than as a result of a change of control or asset sale so long 

as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be 

subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable 

and  the termination  of  the  Commitments  and  the  expiration  or  termination  of  all  outstanding  Letters  of 

Credit  (unless  the  Outstanding  Amount  of  the  L/C  Obligations  related  thereto  has  been  Cash 

Collateralized,  back-stopped  by  a  letter  of  credit reasonably  satisfactory  to  the applicable  L/C  Issuer  or 

deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer)), in whole 

or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible 

into  or  exchangeable  for  Indebtedness  or  any  other  Equity  Interests  that  would  constitute  Disqualified 

Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Latest Maturity Date 

at the time of issuance of such Equity Interests; provided that if such Equity Interests are issued pursuant 

to  a  plan  for  the  benefit  of  employees  of  the  Borrower  (or  any  direct  or  indirect  parent  thereof)  or  the 

Restricted Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute 

Disqualified Equity Interests solely because they may be required to be repurchased by the Borrower or 

its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations. 

         “Disqualified Lenders” means the Persons listed on Schedule 1.01B. 

         “Distressed  Person”  has  the  meaning  set  forth  in  the  definition  of  “Lender-Related  Distress 

Event”. 

         “Dodd-Frank Swap Obligation” shall mean, with respect to any person, any obligation to pay or 

perform  under  any  agreement,  contract  or  transaction  that  constitutes  a  “swap”  within  the  meaning  of 

section 1a(47) of the Commodity Exchange Act. 

         “Draft” means, at any time, (i) a bill of exchange, within the meaning of the Bills of Exchange 

Act (Canada), drawn by the Borrower on a Lender or any other Person and bearing such distinguishing 

letters  and  numbers  as  the  Lender  or  the  Person  may  determine,  but  which  at  such  time  has  not  been 

completed as to the payee by the Lender or the Person; or (ii) a depository bill within the meaning of the 

Depository Bills and Notes Act (Canada). 

         “EBITDA”  shall  mean,  with  respect  to  the  Borrower  and  its  Restricted  Subsidiaries  on  a 

consolidated  basis  for  any  period,  the  Consolidated  Net  Income  of  the  Borrower  and  its  Restricted 

Subsidiaries  for  such  period  plus (a)  the  sum  of  (in  each  case  without  duplication  and to  the  extent  the 

respective amounts described in subclauses (i) through (ix) of this clause (a) reduced such Consolidated 

Net Income for the respective period for which EBITDA is being determined): 

                  (i)                   provision  for  Taxes  based  on  income,  profits,  losses  or  capital  of  the  Borrower 

         and  its  Restricted  Subsidiaries  for  such  period  to  the  extent  that  such  provision  for  taxes  was 

         deducted  in  calculating  Consolidated  Net  Income;  adjusted  for  the  tax  effect  of  all  adjustments 

         made to Consolidated Net Income), 

                  (ii)                   Interest Expense of the Borrower and its Restricted Subsidiaries for such period 

         (net of interest income of the Borrower and its Restricted Subsidiaries for such period) and to the 

         extent  not  reflected  in  Interest  Expense,  costs  of  surety  bonds  in  connection  with  financing 

         activities, 

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                  (iii)                   depreciation,  amortization  (including,  without  limitation,  amortization  of 

         intangibles  and  deferred  financing  fees)  and  other  non-cash  expenses  (including,  without 

         limitation  write-downs  and  impairment  of  property,  plant,  equipment,  goodwill  and  intangibles 

         and  other  long-lived  assets  and  the  impact  of  purchase  accounting  on  the  Borrower  and  its 

         Restricted Subsidiaries for such period), 

                  (iv)                   the amount of any Restructuring and Integration Costs; provided that with respect 

         to  each  such  restructuring  expense  or  charge,  the  Borrower  shall  have  delivered  to  the 

         Administrative Agent an officers’ certificate specifying and quantifying such expense or charge 

         and  stating  that  such  expense  or  charge  is  a  Restructuring  and  Integration  Cost;  and  provided 

         further  that  the  aggregate  amount  of  all  Restructuring  and  Integration  Costs  added  to  EBITDA 

         pursuant to this clause (a)(iv) shall not exceed (1) 25% of EBITDA, for any Test Period ending 

         on  or  prior  to  September  30,  2013,  (2)  22.5%  of  EBITDA,  for  any  Test  Period  ending  on 

         December 31, 2013, (3) 17.5% of EBITDA, for any Test Period ending on March 31, 2014, or (4) 

         15% of EBITDA, for any Test Period ending on June 30, 2014 or thereafter, 

                  (v)                   any other non-cash charges, 

                  (vi)                   [reserved], 

                  (vii)                   the  minority  interest  expense  consisting  of  subsidiary  income  attributable  to 

         minority equity interests of third parties in any non-wholly owned Subsidiary that is a Restricted 

         Subsidiary in such period or any prior period, except to the extent of dividends declared or paid 

         on Equity Interests held by third parties, 

                  (viii)                   extraordinary  losses  and  unusual  or  non-recurring  cash  charges,  severance, 

         relocation  costs  and  curtailments,  terminations  or  modifications  to  pension  and  post-retirement 

         employee benefit plans,  

                  (ix)                   the amount of (A) management, consulting and financial services fees and related 

         expenses  paid  to  Sterling  Fund  Management,  LLC  (or  any  accruals  related  to  such  fees  and 

         related  expenses)  during  such  period  pursuant  to  the  terms  of  the  Management  Agreement  and 

         (B) monitoring and other expenses reimbursed to the Sponsors during such period, in each case, 

         to the extent permitted by this Agreement, and 

                  (x)                   the amount of cost savings, operating expense reductions and synergies related to 

         Asset  Acquisitions,  Asset  Dispositions,  restructurings,  cost  savings  initiatives  and  other  similar 

         initiatives  consummated  after  the  Closing  Date,  in  each  case  (1)  projected  by  the  Borrower  in 

         good faith to result within 12 months after the last day of the Test Period for which EBITDA is 

         being  determined  or  (2)  otherwise  permitted  to  be  reflected  in  pro  forma  financial  information 

         under  Rule  11-02  of  Regulation  S-X;  provided  that  (A)  such  cost  savings,  operating  expense 

         reductions  and  synergies  are  reasonably  identifiable  and  factually  supportable  in  the  good  faith 

         judgment of the Borrower, and the Borrower shall have delivered to the Administrative Agent an 

         officers’ certificate specifying and quantifying such cost saving, operating expense reduction or 

         synergy  and  (B)  no  cost  savings,  operating  expense  reductions  and  synergies  shall  be  added 

         pursuant to this clause (a)(x) to the extent duplicative of any expenses or charges otherwise added 

         to EBITDA (or otherwise already reflected in EBITDA), whether through a pro forma adjustment 

         or otherwise, for such period; and provided further that the aggregate amount of all cost savings, 

         operating expense reductions and synergies added to EBITDA pursuant to this clause (a)(x) or in 

         the definition of “Pro Forma Basis”, shall not exceed 15% of EBITDA in any Test Period, 

                                                     23 

LEGAL_US_E # 103023888.27

                  minus  (b)  in  each  case  without  duplication  and  to  the  extent  the  respective  amounts 

         increased  such  Consolidated  Net  Income  for  the  respective  period  for  which  EBITDA  is  being 

         determined,  non-cash  items  increasing  Consolidated  Net  Income  of  the  Borrower  and  its 

         Restricted Subsidiaries for such period (but excluding any such items which represent the reversal 

         in such period of any accrual of, or cash reserve for, anticipated cash charges in any prior period 

         where such accrual or reserve is no longer required). 

         For  purposes  of  determining  EBITDA  for  any  period  that  includes  any  of  the  fiscal  quarters 

ended  March  31,  2012,  June  30,  2012,  September  30,  2012  or  December  31,  2012,  EBITDA  for  such 

fiscal  quarters  shall  be  $15,777,000,  $22,539,000,  $17,232,000  and  $20,376,000,  respectively,  in  each 

case,  as  may  be  subject  to  any  adjustment  on  a  Pro  Forma  Basis  for  the  applicable  Test  Period  with 

respect  to  any  Asset  Acquisitions,  Asset  Dispositions,  restructurings,  cost  savings  initiatives  or  other 

similar transactions or initiatives occurring after the Closing Date. 

         For the avoidance  of  doubt,  for  purposes of calculating  EBITDA  for any  period,  if  during  such 

period, the Borrower or one or more of its Restricted Subsidiaries shall have made an Asset Acquisition, 

Asset  Disposition,  restructuring,  cost  savings  initiative  or  other  similar  initiative,  EBITDA  will  be 

determined  after  giving  effect  on  a  Pro  Forma  Basis  in  connection  with  such  Asset  Acquisition,  Asset 

Disposition, restructuring, cost savings initiative or other similar initiative. 

         “Eligible Assignee” has the meaning set forth in Section 10.07(a). 

         “Environment” means indoor air, ambient air, surface water, groundwater, drinking water, land 

surface, subsurface strata, and natural resources such as wetlands, flora and fauna. 

         “Environmental  Laws”  means  any  applicable  Law  relating  to  Hazardous  Materials,  the 

prevention of pollution or the protection of the Environment and natural resources, and the protection of 

human  health  and  safety  as  it  relates  to  the  environment,  including  any  applicable  provisions  of 

CERCLA,  the  Canadian  Environmental  Protection  Act  (Canada),  the  Fisheries  Act  (Canada),  the 

Transportation  of  Dangerous  Goods  Act  (Canada),  the  Hazardous  Products  Act  (Canada),  and  any 

analogous provincial, state, or local statutes. 

         “Environmental Liability” means any liability, contingent or otherwise (including any liability 

for damages, costs of investigation and remediation, fines, penalties or indemnities), of the Loan Parties 

or  any  Restricted  Subsidiary  directly  or  indirectly  resulting  from  or  based  upon  (a)  violation  of  any 

Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any 

Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of 

any  Hazardous  Materials  into  the  Environment  or  (e)  any  contract,  agreement  or  other  consensual 

arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

         “Environmental  Permit”  means  any  permit,  approval,  identification  number,  license  or  other 

authorization required under any Environmental Law. 

         “Equity  Interests”  means,  with  respect  to  any  Person,  all  of  the  shares,  interests,  rights, 

participations or other equivalents (however designated) of capital stock of (or other ownership or profit 

interests  or  units  in)  such  Person  and  all  of  the  warrants,  options  or  other  rights  for  the  purchase, 

acquisition  or  exchange  from  such  Person  of  any  of  the  foregoing  (including  through  convertible 

securities). 

         “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time 

to time. 

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         “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with 

a Loan Party or any Restricted Subsidiary, is treated as a single employer under Section 414(b) or (c) of 

the  Code,  or  solely  for  purposes of  Section 302  of  ERISA  and  Section  412  of  the  Code, is treated as a 

single employer under Section 414 of the Code. 

         “ERISA  Event”  means  (a)  a  Reportable  Event  with  respect  to  a  U.S.  Pension  Plan;  (b)  a 

withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a U.S. Pension Plan 

subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in 

Section  4001(a)(2)  of  ERISA)  or  a  cessation  of  operations  that  is  treated  as  such  a  withdrawal  under 

Section  4062(e)  of  ERISA;  (c)  a  complete  or  partial  withdrawal  by  a  Loan  Party,  any  Restricted 

Subsidiary or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan 

is in reorganization; (d) the filing of a notice of intent to terminate any U.S. Pension Plan, the treatment of 

a U.S. Pension Plan or Multiemployer Plan amendment as a termination under Sections 4041 or 4041A of 

ERISA,  respectively,  or  the  commencement  of  proceedings  by  the  PBGC  to  terminate  a  U.S.  Pension 

Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of 

ERISA  for  the  termination  of,  or  the  appointment  of  a  trustee  to  administer,  any  U.S.  Pension  Plan  or 

Multiemployer Plan; (f) with respect to a U.S. Pension Plan, the failure to satisfy the minimum funding 

standard of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (g) the occurrence 

of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of 

ERISA) which could result in liability to a Loan Party or any Restricted Subsidiary; or (h) the imposition 

of  any  liability  under Title  IV  of  ERISA,  other than for  PBGC  premiums  due  but  not  delinquent  under 

Section 4007 of ERISA, upon a Loan Party, any Restricted Subsidiary or any ERISA Affiliate. 

         “Eurocurrency  Rate”  means,  for  any  Interest  Period  with  respect  to  any  Eurocurrency  Rate 

Loan, the rate per annum determined by the Administrative Agent, at approximately 11:00 a.m. (London 

time) on the date which is two Business Days prior to the beginning of such Interest Period by reference 

to the British Bankers’ Association Interest Settlement Rates for deposits in U.S. Dollars (as set forth by 

any  service  selected  by  the  Administrative  Agent  which  has  been  nominated  by  the  British  Bankers’ 

Association  as  an  authorized  information  vendor  for  the  purpose  of  displaying  such  rates)  for  a  period 

equal to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant 

to the foregoing provision of this definition, the “Eurocurrency Rate” shall be the interest rate per annum, 

determined  by  the  Administrative  Agent  to  be  the  average  of  the  rates  per  annum  at  which  deposits  in 

U.S. Dollars are offered for such relevant Interest Period to major banks in the London interbank market 

in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date 

which  is  two  Business  Days  prior  to  the  beginning  of  such  Interest  Period;  provided  that,  solely  with 

respect to the Initial Term Loans, the Eurocurrency Rate shall be deemed to be not less than 1.25% per 

annum. 

         “Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the Eurocurrency 

Rate. 

         “euro” means the single currency of participating member states of the EMU. 

         “Event of Default” has the meaning set forth in Section 8.01. 

         “Excess  Cash  Flow”  means,  with  respect  to  the  Borrower  and  its  Restricted  Subsidiaries  on  a 

consolidated  basis  for  any  Excess  Cash  Flow  Period,  EBITDA  of  the  Borrower  and  its  Restricted 

Subsidiaries on a consolidated basis for such Excess Cash Flow Period, minus, without duplication, 

                  (a)                   Debt Service for such Excess Cash Flow Period, 

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                  (b)                   any voluntary prepayment permitted hereunder of term Indebtedness during such 

         Excess  Cash  Flow  Period  (other  than  the  Term  Loans  or  the  Revolving  Credit  Loans),  in  each 

         case to the extent not financed, or intended to be financed, using the proceeds of the incurrence of 

         Indebtedness or the issuance of Equity Interests, so long as the amount of such prepayment is not 

         already reflected in Debt Service, 

                  (c)                   (i)  Capital  Expenditures  by  the  Borrower  and  its  Restricted  Subsidiaries  on  a 

         consolidated basis during such Excess Cash Flow Period (excluding Capital Expenditures made 

         in such Excess Cash Flow Period where a certificate in the form contemplated by the following 

         clause  (d)  was  previously  delivered)  that  are  paid  in  cash,  and  (ii)  the  aggregate  consideration 

         paid in cash during such Excess Cash Flow Period in respect of Permitted Business Acquisitions 

         and other Investments permitted under Section 7.02(i),   

                  (d)                   (i)  Capital  Expenditures  that  the  Borrower  or  any  Restricted  Subsidiary  shall, 

         during  such  Excess  Cash Flow  Period,  become  obligated  to  make  but  that  are  not  made  during 

         such  Excess  Cash  Flow  Period;  provided  that  the  Borrower  shall  certify  in  the  Compliance 

         Certificate for such Excess Cash Flow Period that such Capital Expenditures and the delivery of 

         the  related  equipment  will  be  made  in  the  following  excess  Cash  Flow  Period,  and  (ii)  the 

         aggregate consideration that the Borrower or any Restricted Subsidiary shall, during such Excess 

         Cash Flow Period, become obligated to make in respect of Permitted Business Acquisitions and 

         other Investments permitted under Section 7.02(i) but that are not made during such Excess Cash 

         Flow Period, 

                  (e)                   Taxes  paid  in  cash  by  the  Borrower  and  its  Restricted  Subsidiaries  on  a 

         consolidated basis during such Excess Cash Flow Period or that will be paid within six months 

         after the close of such Excess Cash Flow Period (provided that any amount so deducted that will 

         be  paid  after  the  close  of  such  Excess  Cash  Flow  Period  shall  not  be  deducted  again  in  a 

         subsequent  Excess  Cash  Flow  Period)  and  for  which  reserves  have  been  established,  including 

         income  tax  expense  and  withholding  tax  expense  incurred  in  connection  with  cross-border 

         transactions involving foreign Subsidiaries, 

                  (f)                   an  amount  equal  to  any  increase  in  Working  Capital  of  the  Borrower  and  its 

         Restricted Subsidiaries for such Excess Cash Flow Period, 

                  (g)                   cash expenditures made in respect of Swap Agreements during such Excess Cash 

         Flow Period, to the extent not reflected in the computation of EBITDA or Interest Expense, 

                  (h)                   permitted dividends or distributions or repurchases of its Equity Interests paid in 

         cash by the Borrower during such Excess Cash Flow Period and permitted dividends paid by the 

         Borrower  or  by  any  Restricted  Subsidiary  to  any  Person  other  than  the  Borrower  or  any  of  the 

         Restricted  Subsidiaries  during  such  Excess  Cash  Flow  Period,  in  each  case  in  accordance  with 

         Section 7.06(b), (c), (g) or (i), 

                  (i)                   amounts  paid  in  cash  during  such  Excess  Cash  Flow  Period  on  account  of  (x) 

         items that were accounted for as non-cash reductions of Net Income in determining Consolidated 

         Net Income or as noncash reductions of Consolidated Net Income in determining EBITDA of the 

         Borrower and its Restricted Subsidiaries in a prior Excess Cash Flow Period and (y) reserves or 

         accruals established in purchase accounting, 

                  (j)                   to the extent not deducted in the computation of Net Proceeds in respect of any 

         asset disposition or condemnation giving rise thereto, the amount of any mandatory prepayment 

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         of Indebtedness (other than Indebtedness created hereunder or under any other Loan Document), 

         together  with  any  interest,  premium  or  penalties  required  to  be  paid  (and  actually  paid)  in 

         connection therewith, 

                  (k)                   the amount related to items that were added to or not deducted from Net Income 

         in calculating Consolidated Net Income or were added to or not deducted from Consolidated Net 

         Income in calculating EBITDA to the extent such items represented a cash payment (which had 

         not reduced Excess Cash Flow upon the accrual thereof in a prior Excess Cash Flow Period), or 

         an  accrual  for  a  cash  payment,  by  the  Borrower  and  its  Restricted  Subsidiaries  or  did  not 

         represent  cash  received  by  the  Borrower  and  its  Restricted  Subsidiaries,  in  each  case  on  a 

         consolidated basis during such Excess Cash Flow Period, 

                  (l)                   the aggregate amount of any premium, make-whole or penalty payments actually 

         paid in cash by the Borrower and its Restricted Subsidiaries during such period that are required 

         to be made in connection with any prepayment of Indebtedness, 

                  plus, without duplication, 

                  (m)                   an amount equal to any decrease in Working Capital for such Excess Cash Flow 

         Period, 

                  (n)                   all  proceeds  received  during  such  Excess  Cash  Flow  Period  of  Capital  Lease 

         Obligations,  purchase  money  Indebtedness,  Sale  and  Lease-Back  Transactions  and  any  other 

         Indebtedness,  in  each  case  to  the  extent  used  to  finance  any  Capital  Expenditure  (other  than 

         Indebtedness  under  this  Agreement  to  the  extent there  is  no  corresponding  deduction  to  Excess 

         Cash Flow above in respect of the use of such Borrowings), 

                  (o)                   all amounts referred to in clause (c) above to the extent funded with the proceeds 

         of the issuance of Equity Interests of, or capital contributions to, the Borrower after the Closing 

         Date  (to  the  extent  not  previously  used  to  prepay  Indebtedness  (other  than  Revolving  Facility 

         Loans,  Swing  Line  Loans,  Sponsor  Subordinated  Debt  or  Indebtedness  permitted  pursuant  to 

         Section  7.03(h))),  or  with  the  proceeds  of  Indebtedness  (other  than  Revolving  Facility  Loans, 

         Swing  Line  Loans,  Sponsor  Subordinated  Debt  or  Indebtedness  permitted  pursuant  to  Section 

         7.03(h)); provided that, for any Excess Cash Flow Period, if the Borrower or any of its Restricted 

         Subsidiaries  makes  any  such  Investment  or  Capital  Expenditures  with  the  proceeds  of  Equity 

         Interests of, or capital contributions to, the Borrower, it may elect not to apply all or any portion 

         of such proceeds to the financing of such Investment or Capital Expenditure for the purposes of 

         this clause (o) to the extent it otherwise has sufficient Excess Cash Flow in such period to finance 

         such Investment or Capital Expenditure (without giving effect to this clause (o)), 

                  (p)                   to  the  extent  any  permitted  Investments  or  Capital  Expenditures  and  the 

         corresponding  delivery  of equipment referred  to  in  clause (d)  above  do  not occur in the  Excess 

         Cash Flow Period of the Borrower specified in the certificate of the Borrower provided pursuant 

         to  clause  (d)  above,  the  amount  of  such  Investments  or  Capital  Expenditures  that  were  not  so 

         made in the Excess Cash Flow Period of the Borrower specified in such certificates, 

                  (q)                   cash payments received in respect of Swap Agreements during such Excess Cash 

         Flow Period to the extent (i) not included in the computation of EBITDA or (ii) such payments do 

         not reduce Cash Interest Expense, 

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                  (r)                   any extraordinary or nonrecurring gain realized in cash during such Excess Cash 

         Flow  Period  (except  to  the  extent  such  gain  consists  of  Net  Proceeds  subject  to  Section 

         2.05(b)(ii)), 

                  (s)                   to the extent deducted in the computation of EBITDA, cash interest income, and 

                  (t)                   the amount related to items that were deducted from or not added to Net Income 

         in connection with calculating Consolidated Net Income or were deducted from or not added to 

         Consolidated Net Income in calculating EBITDA to the extent either (x) such items represented 

         cash received by the Borrower or any Restricted Subsidiary thereof or (y) does not represent cash 

         paid by the Borrower or any Restricted Subsidiary thereof, in each case on a consolidated basis 

         during such Excess Cash Flow Period. 

         “Excess Cash Flow Period” means each fiscal year of the Borrower commencing with the fiscal 

year ending December 31, 2013. 

         “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

         “Exchange  Rate”  means,  on  any  day  with  respect  to  any  currency,  the  rate  at  which  such 

currency may be exchanged into any other currency, as set forth at approximately 12:00 noon (Toronto 

time)  on  such  day  at  the  Bank  of  Canada  noon  mid-point  spot  rate  for  such  currencies  on  such  date  of 

determination (as quoted or published from time to time by the Bank of Canada).  In the event that such 

rate does not appear on the Bank of Canada noon Spot page, the Exchange Rate shall be determined by 

reference to such other publicly available service for displaying exchange rates as may be agreed by the 

Administrative Agent and the Borrower, or, in the absence of such agreement, such Exchange Rate shall 

instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market 

where its foreign currency exchange operations in respect of such currency are then being conducted, at 

or about 12:00 noon, (Toronto time), on such date of determination. 

         “Excluded Subsidiary” means (a) any Subsidiary of the Borrower that does not have total assets 

or  annual  EBITDA  (together  with  its  Subsidiaries  on  a  consolidated  basis)  in  excess  of  3.0%  of 

Consolidated Total Assets and EBITDA, respectively, of the Borrower and its Restricted Subsidiaries (in 

each case calculated for the most recently-ended Test Period) (an “Immaterial Subsidiary”, to the extent 

designated as such by the Borrower from time to time in writing to the Administrative Agent); provided 

that  the  total  assets or  annual  EBITDA  of  all  Immaterial  Subsidiaries  and  Unsecured  Guarantors,  taken 

together,  shall  not  exceed  15.0%  of  Consolidated  Total  Assets  and  EBITDA,  respectively,  of  the 

Borrower  and  its  Restricted  Subsidiaries  (in  each  case  calculated  for  the  most  recently-ended  Test 

Period),  (b)  any  Subsidiary  that  is  prohibited  by  applicable  Law  or  Contractual  Obligations  existing  on 

the Closing Date (or, in the case of any newly acquired Subsidiary, in existence at the time of acquisition 

but  not  entered  into  in  contemplation  thereof)  from  guaranteeing  the  Obligations  or  if  guaranteeing  the 

Obligations would require governmental (including regulatory) consent, approval, license or authorization 

(unless such consent, approval, license or authorization has been obtained), (c) any other Subsidiary with 

respect  to  which,  in  the  reasonable  judgment  of  the  Administrative  Agent,  in  consultation  with  the 

Borrower, the burden or cost or other consequences (including any material adverse tax consequences) of 

providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, 

(d)  any  not-for-profit  Subsidiaries,  (e)  any  Unrestricted  Subsidiaries,  (f)  any  captive  insurance 

subsidiaries,  (h)  any  non-wholly  owned  Subsidiary  if  guaranteeing  the  Obligations  would  require  third 

party  (other  than  the  Sponsor  Holdcos,  the  Management  Holders,  the  Borrower  and  its  Restricted 

Subsidiaries)  consent,  approval,  license  or  authorization,  unless  such  consent,  approval,  license  or 

authorization has been obtained and (i) the Subsidiaries listed on Schedule 1.01E.   

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         “Excluded Swap Obligation” shall mean, with respect to any Guarantor, any Dodd-Frank Swap 

Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by 

such Guarantor of a security interest to secure, as applicable, such Dodd-Frank Swap Obligation (or any 

Guarantee thereof) is or becomes illegal under the Commodity Exchange  Act or any rule, regulation or 

order of the Commodity Futures Trading Commission (or the application or official interpretation of any 

thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” 

as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of 

such Guarantor or the grant of such security interest becomes effective with respect to such Dodd-Frank 

Swap  Obligation.    If  a  Dodd-Frank  Swap  Obligation  arises  under  a  master  agreement  governing  more 

than one swap, such exclusion shall apply only to the portion of such Dodd-Frank Swap Obligation that is 

attributable to swaps for which such Guarantee or security interest is or becomes illegal. 

         “Existing Credit Agreement” has the meaning given to such term in the Preliminary Statements 

to this Agreement. 

         “Existing Indenture” has the meaning given to such term in the Preliminary Statements to this 

Agreement. 

         “Existing  Letters  of  Credit”  means  each  letter  of  credit  of  the  Borrower  and  its  Restricted 

Subsidiaries listed on Schedule 1.01D. 

         “Existing  Notes”  has  the  meaning  given  to  such  term  in  the  Preliminary  Statements  to  this 

Agreement. 

         “Existing  Notes  Escrow  Condition”  means,  in  the  event  that  the  repurchase  of  the  Existing 

Notes has not occurred in full on or prior to the Closing Date, (a) the Borrower shall have given notice of 

redemption  of  the  remaining  portion  of  the  Existing  Notes  in  accordance  with  the  provisions  of  the 

Existing Indenture, and such notice of redemption shall not be subsequently revoked or rescinded, and (b) 

pending  such  redemption,  the  Borrower  shall  have  set  aside  in  a  manner  reasonably  acceptable  to  the 

Administrative Agent an amount sufficient to redeem in full the remaining portion of the Existing Notes 

(including accrued interest and any applicable premium for such redemption). 

         “Existing Revolver Tranche” has the meaning provided in Section 2.16(b). 

         “Existing  Sponsor  Interest  Bearing  Notes”  has  the  meaning  given  to  such  term  in  the 

Preliminary Statements to this Agreement. 

         “Existing Term Loan Tranche” has the meaning provided in Section 2.16(a). 

         “Expiring Credit Commitment” has the meaning provided in Section 2.04(g). 

         “Extended Revolving Credit Commitments” has the meaning provided in Section 2.16(b). 

         “Extended Term Loans” has the meaning provided in Section 2.16(a). 

         “Extending Revolving Credit Lender” has the meaning provided in Section 2.16(c). 

         “Extending Term Lender” has the meaning provided in Section 2.16(c). 

         “Extension”  means  the  establishment  of  an  Extension  Series  by  amending  a  Loan  pursuant  to 

Section 2.16 and the applicable Extension Amendment. 

         “Extension Amendment” has the meaning provided in Section 2.16(d). 

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         “Extension Election” has the meaning provided in Section 2.16(c). 

         “Extension Request” means any Term Loan Extension Request or Revolver Extension Request, 

as the case may be. 

         “Extension  Series”  means  any Term  Loan  Extension  Series  or  a  Revolver  Extension  Series, as 

the case may be. 

         “Facility” means a given Class of Initial Term Loans, a given Class of Incremental Term Loans, 

a  given  Refinancing  Series  of  Refinancing  Term  Loans,  a  given  Extension  Series  of  Extended  Term 

Loans,  the  Revolving  Credit  Facility,  a  given  Class  of  Incremental  Revolving  Credit  Commitments,  a 

given  Refinancing  Series  of  Other  Revolving  Credit  Commitments,  or  a  given  Extension  Series  of 

Extended Revolving Credit Commitments, as the context may require. 

         “FATCA” means Sections 1471 through 1474 of the Code (including, for the avoidance of doubt, 

any agreements entered into pursuant to Section 1471(b)(1) of the Code), as of the Closing Date (and any 

amended or successor version thereof that is substantively comparable and not materially more onerous to 

comply  with),  any  current  or  future  Treasury  Regulations  or  other  official  administrative  guidance 

promulgated  thereunder  any  related  intergovernmental  agreements  and  any  non-U.S.  legislation 

implementing any of the foregoing. 

         “Fee Letter” means that certain Fee Letter dated as of the Closing Date, among the Borrower and 

Royal Bank of Canada. 

         “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of 

the rates on overnight federal funds transactions with members of the Federal Reserve System arranged 

by federal funds brokers on such day, as published on the next succeeding Business Day by the Federal 

Reserve Bank of New York; provided that (a) if such day is not a Business Day, the Federal Funds Rate 

for such day shall be such rate on such transactions on the next preceding Business Day as so published 

on the next succeeding Business Day, and (b) if no such rate is so published for any day that is a Business 

Day, the average of the quotations for the day for such transactions received by the Administrative Agent 

from three federal funds brokers of recognized standing selected by it. 

         “FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as 

amended. 

         “First  Lien  Intercreditor  Agreement”  means  an  intercreditor  agreement  substantially  in  the 

form  of  Exhibit  I-1  (which  agreement  shall  be in  such  form  or  with immaterial changes  thereto)  hereto 

between  the  Collateral  Agent  and  one  or  more  collateral  agents  or  representatives  for  the  holders  of 

Permitted Ratio Debt issued or incurred pursuant to Section 7.03(r) that are intended to be secured on a 

pari passu basis with the Obligations. 

         “Flood  Insurance  Laws”  means,  collectively,  (i)  the  National  Flood  Insurance  Act  of  1968  as 

now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 

as  now  or  hereafter  in  effect  or  any  successor  statue  thereto,  (iii)  the  National  Flood  Insurance  Reform 

Act  of  1994  as  now  or  hereafter  in  effect  or  any  successor  statute  thereto  and  (iv)  the  Flood  Insurance 

Reform Act of 2004 as now or hereafter in effect or any successor statute thereto. 

         “FRB” means the Board of Governors of the Federal Reserve System of the United States. 

         “Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C 

Issuer,  such  Defaulting  Lender’s  Pro  Rata  Share  of  the  outstanding  L/C  Obligations  other  than  L/C 

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Obligations  as  to  which  such  Defaulting  Lender’s  participation  obligation  has  been  reallocated  to  other 

Lenders  or  Cash  Collateralized  in  accordance  with  the  terms  hereof,  and  (b)  with  respect  to  the  Swing 

Line Lender, such Defaulting Lender’s Pro Rata Share of Swing Line Loans other than Swing Line Loans 

as  to  which  such  Defaulting  Lender’s  participation  obligation  has  been  reallocated  to  other  Lenders  or 

Cash Collateralized in accordance with the terms hereof. 

         “Fund”  means  any  Person  (other than  a natural  person)  that is  engaged  in  making,  purchasing, 

holding  or  otherwise  investing  in  commercial  loans  and  similar  extensions  of  credit  in  the  ordinary 

course. 

         “GAAP” means generally accepted accounting principles in the United States of America, as in 

effect from time to time. 

         “Governmental  Authority”  means  any  nation  or  government,  any  state,  province,  territory  or 

other  political  subdivision  thereof,  any  agency,  authority,  instrumentality,  regulatory  body,  court, 

administrative  tribunal,  central  bank  or  other  entity  exercising  executive,  legislative,  judicial,  taxing, 

regulatory or administrative powers or functions of or pertaining to government. 

         “Granting Lender” has the meaning set forth in Section 10.07(i). 

         “Guarantee”  means,  as  to  any  Person,  without  duplication,  (a)  any  obligation,  contingent  or 

otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness 

or  other  monetary  obligation  payable  or  performable  by  another  Person  (the  “primary  obligor”)  in  any 

manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) 

to  purchase  or  pay  (or  advance  or  supply  funds  for  the  purchase  or  payment  of)  such  Indebtedness  or 

other  monetary  obligation,  (ii)  to  purchase  or  lease  property,  securities  or  services  for  the  purpose  of 

assuring  the  obligee  in  respect  of  such  Indebtedness  or  other  monetary  obligation  of  the  payment  or 

performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity 

capital  or  any  other  financial  statement  condition  or  liquidity  or  level  of  income  or  cash  flow  of  the 

primary  obligor  so  as  to  enable  the  primary  obligor  to  pay  such  Indebtedness  or  other  monetary 

obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of 

such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such 

obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person 

securing  any  Indebtedness  or  other  monetary  obligation  of  any  other  Person,  whether  or  not  such 

Indebtedness  or  other  monetary  obligation  is  assumed  by  such  Person  (or  any  right,  contingent  or 

otherwise,  of  any  holder  of  such  Indebtedness  to  obtain  any  such  Lien);  provided  that  the  term 

“Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course 

of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered 

into  in  connection  with  any  acquisition  or  disposition  of  assets  permitted  under  this  Agreement  (other 

than such obligations with respect to Indebtedness).  The amount of any Guarantee shall be deemed to be 

an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, 

in  respect  of  which  such  Guarantee  is  made  or,  if  not  stated  or  determinable,  the  maximum  reasonably 

anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term 

“Guarantee” as a verb has a corresponding meaning. 

         “Guaranteed Obligations” has the meaning set forth in Section 11.01. 

         “Guarantors” means, collectively, (i) the Subsidiaries of the Borrower (other than any Excluded 

Subsidiary),  (ii)  those  Subsidiaries  that  issue  a  Guarantee  of  the  Obligations  after  the  Closing  Date 

pursuant to Section 6.11 or otherwise, at the option of the Borrower, issue a Guarantee of the Obligations 

after the Closing Date and (iii) solely in respect of any Secured Hedge Agreement or Treasury Services 

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Agreement to which the Borrower is not a party, the Borrower, in each case, until the Guaranty thereof is 

released in accordance with this Agreement. 

         “Guaranty”  means,  collectively,  the  guaranty  of  the Obligations by  the  Guarantors  pursuant  to 

this Agreement. 

         “Hazardous  Materials”  means  all  materials,  pollutants,  contaminants,  chemicals,  compounds, 

constituents, substances or wastes, in any form, including petroleum or petroleum distillates, asbestos or 

asbestos-containing  materials,  polychlorinated  biphenyls,  radon  gas,  mold,  or  other  emissions  that  are 

regulated pursuant to, or which could give rise to liability under, applicable Environmental Law. 

         “Hedge Bank” means any Person that was an Agent, a Lender or an Affiliate of any Agent or a 

Lender on the Closing Date or at the time it entered into a Secured Hedge Agreement, in its capacity as a 

party thereto. 

         “Holdings” has the meaning set forth in Section 7.05(m).  

         “Honor Date” has the meaning set forth in Section 2.03(c)(i). 

         “Identified Participating Lenders” has the meaning set forth in Section 2.05(a)(v)(C)(3). 

         “Identified Qualifying Lenders” has the meaning set forth in Section 2.05(a)(v)(D)(3). 

         “IFRS”  means  International  Financial  Reporting  Standards  as  issued  by  the  International 

Accounting Standards Board and as adopted by the Canadian Institute of Chartered Accountants. 

         “Immaterial Subsidiary” has the meaning set forth in the definition of “Excluded Subsidiary”. 

         “Incremental Amendment” has the meaning set forth in Section 2.14(f). 

         “Incremental Commitments” has the meaning set forth in Section 2.14(a). 

         “Incremental Facility Closing Date” has the meaning set forth in Section 2.14(d). 

         “Incremental Lenders” has the meaning set forth in Section 2.14(c). 

         “Incremental Loan” has the meaning set forth in Section 2.14(b). 

         “Incremental Loan Request” has the meaning set forth in Section 2.14(a). 

         “Incremental Revolving Credit Commitments” has the meaning set forth in Section 2.14(a). 

         “Incremental Revolving Credit Lender” has the meaning set forth in Section 2.14(c). 

         “Incremental Revolving Credit Loan” has the meaning set forth in Section 2.14(b). 

         “Incremental Term Commitments” has the meaning set forth in Section 2.14(a). 

         “Incremental Term Lender” has the meaning set forth in Section 2.14(c). 

         “Incremental Term Loan” has the meaning set forth in Section 2.14(b). 

         “Indebtedness”  means,  as  to  any  Person  at  a  particular  time,  without  duplication,  all  of  the 

following: 

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                           (a)                           all obligations of such Person for borrowed money and all obligations of 

         such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; 

                           (b)                           the  maximum  amount  (after  giving  effect  to  any  prior  drawings  or 

         reductions  which  may  have  been  reimbursed)  of  all  outstanding  letters  of  credit  (including 

         standby  and  commercial),  bankers’  acceptances,  bank  guaranties,  surety  bonds,  performance 

         bonds and similar instruments issued or created by or for the account of such Person; 

                           (c)                           net obligations of such Person under any Swap Agreement; 

                           (d)                           all  obligations  of  such  Person  to  pay  the  deferred  purchase  price  of 

         property or services (other than (i) trade accounts and accrued expenses payable in the ordinary 

         course  of  business  and  (ii)  any  earn-out  obligation  that  is  payable  based  on  the  occurrence  of 

         future  events  other  than  the  passage  of  time  until  such  obligation  is  no  longer  a  contingent 

         liability and (iii) accruals for payroll and other liabilities accrued in the ordinary course); 

                           (e)                                                          indebtedness  (excluding  prepaid  interest  thereon)  secured  by  a  Lien  on 

         property  owned  or  being  purchased  by  such  Person  (including  indebtedness  arising  under 

         conditional  sales  or  other  title  retention  agreements  and  mortgage,  industrial  revenue  bond, 

         industrial development bond and similar financings), whether or not such indebtedness shall have 

         been assumed by such Person or is limited in recourse; 

                           (f)                           all Capital Lease Obligations;  

                           (g)                                                          all obligations of such Person in respect of Disqualified Equity Interests; 

         and 

                           (h)                           to the extent not otherwise included above, all Guarantees of such Person 

         in respect of any of the foregoing. 

         For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any 

partnership  or  joint  venture  (other  than  a  joint  venture  that  is  itself  a  corporation  or  limited  liability 

company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s 

liability  for  such  Indebtedness  is  otherwise  expressly  limited  and  only  to  the  extent  such  Indebtedness 

would  be  included  in  the  calculation  of  Consolidated  Total  Debt  and  (B)  exclude  all  intercompany 

liabilities  among  the  Borrower  and  its  Restricted  Subsidiaries  having  a  term  not  exceeding  364  days 

(inclusive  of  any  rollover  or  extensions  of  terms)  and  made  in  the  ordinary  course  of  business  in 

connection  with  the  cash  management  operations  of  the  Borrower  and  its  Restricted  Subsidiaries.    The 

amount  of  any  net  obligation  under  any  Swap  Agreement  on  any  date  shall  be  deemed  to  be  the  Swap 

Termination  Value  thereof  as  of  such  date.  The  amount  of  Indebtedness  of  any  Person  for  purposes  of 

clause  (e)  shall  be  deemed  to  be  equal  to  the  lesser  of  (i)  the  aggregate  unpaid  amount  of  such 

Indebtedness  and  (ii)  the  fair  market  value  of  the  property  encumbered  thereby  as  determined  by  such 

Person in good faith. 

         “Indemnified Liabilities” has the meaning set forth in Section 10.05. 

         “Indemnified Taxes” means, with respect to any Agent or any Lender, all Taxes other than (i) 

Taxes  imposed  on  or  measured  by  its  net  income,  however  denominated,  and  franchise  (and  similar) 

Taxes imposed in lieu of net income Taxes, in each case, by a jurisdiction (a) as a result of such recipient 

being  organized  in  or  having  its  principal  office  (or,  in  the  case  of  any  Lender,  its  applicable  Lending 

Office) in such jurisdiction (or any political subdivision thereof), or (b) as a result of any other connection 

between such Lender or Agent and such jurisdiction other than any connections arising from executing, 

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delivering,  being  a  party  to,  engaging  in  any  transactions  pursuant  to,  performing  its  obligations  under, 

receiving payments under, or enforcing, any Loan Document, (ii) any branch profits Taxes imposed in the 

United  States  or  Canada  or  any  similar  Tax,  imposed  by  any  jurisdiction  described  in  clause  (i)  above, 

(iii) Taxes attributable to the failure by any Agent or Lender to deliver the documentation required to be 

delivered pursuant to Section 3.01(d), (iv)  in the case of any Lender (other than an assignee pursuant to a 

request by the Borrower under Section 3.07), any Canadian federal withholding Tax that is in effect on 

the date such Lender acquires an interest in a Loan or Commitment, or designates a new Lending Office, 

except  to  the  extent  such  Lender  (or  its  assignor,  if  any)  was  entitled  immediately  prior  to  the  time  of 

designation of a new Lending Office (or acquisition of such interest) to receive additional amounts with 

respect  to  such  withholding  Tax  pursuant  to  Section  3.01  and  (v)  any  U.S.  federal  withholding  Taxes 

imposed  under  FATCA.    For  the  avoidance  of  doubt,  the  term  “Lender”  for  purposes  of  this  definition 

shall include each L/C Issuer and Swing Line Lender. 

         “Indemnitees” has the meaning set forth in Section 10.05. 

         “Information” has the meaning set forth in Section 10.08. 

         “Initial Revolving Borrowing” means one or more borrowings of Revolving Credit Loans on the 

Closing Date in an amount not to exceed the aggregate amounts specified or referred to in the definition 

of the term “Permitted Initial Revolving Credit Borrowing Purposes”; provided, that, without limitation, 

Letters  of  Credit  may  be  issued on  the  Closing  Date  to  backstop  or  replace letters  of  credit,  guarantees 

and performance or similar bonds outstanding on the Closing Date (including deemed issuances of Letters 

of  Credit  under  this  Agreement  resulting  from  existing  issuers  of  letters  of  credit  outstanding  on  the 

Closing Date agreeing to become L/C Issuers under this Agreement). 

         “Initial Term B-1 Commitment” means, as to each Term B-1 Lender, its obligation to make an 

Initial  Term  B-1  Loan  to  the  Borrower  pursuant  to  Section  2.01(a)(i)  in  an  aggregate  amount  not  to 

exceed  the  amount  set  forth  opposite  such  Term  Lender’s  name  in  Schedule  1.01A  under  the  caption 

“Initial Term B-1 Commitment” or in the Assignment and Assumption pursuant to which such Term B-1 

Lender  becomes  a  party  hereto,  as  applicable,  as  such  amount  may  be  adjusted  from  time  to  time  in 

accordance  with  this  Agreement  (including  Section  2.14).    The  initial  aggregate  amount  of  the  Initial 

Term B-1 Commitments is U.S. $250,000,000. 

         “Initial Term B-2 Commitment” means, as to each Term B-2 Lender, its obligation to make an 

Initial  Term  B-2  Loan  to  the  Borrower  pursuant  to  Section  2.01(a)(ii)  in  an  aggregate  amount  not  to 

exceed  the  amount  set  forth  opposite  such  Term  Lender’s  name  in  Schedule  1.01A  under  the  caption 

“Initial Term B-2 Commitment” or in the Assignment and Assumption pursuant to which such Term B-2 

Lender  becomes  a  party  hereto,  as  applicable,  as  such  amount  may  be  adjusted  from  time  to  time  in 

accordance  with  this  Agreement  (including  Section  2.14).    The  initial  aggregate  amount  of  the  Initial 

Term B-2 Commitments is Cdn. $65,000,000. 

         “Initial Term B-1 Loans” means the term loans made by the Lenders on the Closing Date to the 

Borrower pursuant to Section 2.01(a)(i).  

         “Initial Term B-2 Loans” means the term loans made by the Lenders on the Closing Date to the 

Borrower pursuant to Section 2.01(a)(ii).  

         “Initial Term Loans” means the Initial Term B-1 Loans and the Initial Term B-2 Loans.  

         “Intellectual Property Security Agreement” means each First Lien U.S. Copyright Short Form 

Security Agreement, First Lien U.S. Trademark Short Form Security Agreement, First Lien U.S. Patent 

Short  Form  Security  Agreement  and  Intellectual  Property  Security  Agreement  (each  as  defined  in  the 

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applicable Security Agreement), in each case executed and delivered pursuant to the applicable Security 

Agreement. 

         “Intercompany Note” means a promissory note substantially in the form of Exhibit H. 

         “Intercreditor  Agreements”  means the  First  Lien  Intercreditor  Agreement and the Junior  Lien 

Intercreditor Agreement, collectively, in each case to the extent in effect. 

         “Interest  Expense”  means,  with  respect  to  any  Person  for  any  period,  the  sum  of  (a)  gross 

interest expense of such Person for such period on a consolidated basis, including (i) the amortization of 

debt discounts, (ii) the amortization of all fees (including fees with respect to Swap Agreements) payable 

in  connection  with  the  incurrence  of  Indebtedness  to  the  extent  included  in  interest  expense,  (iii)  the 

portion  of  any  payments  or  accruals  with  respect  to  Capital  Lease  Obligations  allocable  to  interest 

expense  and  (iv)  redeemable  preferred  stock  dividend  expenses,  (b)  capitalized  interest  of  such  Person 

and (c) dividends and similar distributions made in cash in respect of Disqualified Equity Interests of such 

Person.  For purposes of the foregoing, gross interest expense shall be determined after giving effect to 

any  net  payments  made  or  received  and  costs  incurred  by  the  Borrower  and  its  Restricted  Subsidiaries 

with respect to Swap Agreements. 

         “Interest  Payment  Date”  means,  (a)  as  to  any  Loan  other  than  a  Base  Rate  Loan  or  any 

Canadian Prime Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity 

Date  of  the  Facility  under  which  such  Loan  was  made;  provided  that  if  any  Interest  Period  for  a 

Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the 

beginning of such Interest Period shall also be Interest Payment Dates and (b) as to any Canadian Prime 

Rate Loan or Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, 

September and December and the Maturity Date of the Facility under which such Loan was made. 

         “Interest  Period”  means,  as  to  each  Eurocurrency  Rate  Loan,  Bankers’  Acceptance  or  BA 

Equivalent  Loan  the  period  commencing  on  the  date  such  Eurocurrency  Rate  Loan  is  disbursed  or 

converted to or continued as a Eurocurrency Rate Loan, Bankers’ Acceptance or BA Equivalent Loan and 

ending on the date one, two, three or six months thereafter or, to the extent agreed by each Lender of such 

Eurocurrency  Rate  Loan,  Bankers’  Acceptance  or  BA  Equivalent  Loan,  twelve  months  or  at  the 

Administrative  Agent’s  discretion  less  than  one  month  thereafter,  as  selected  by  the  Borrower  in  its 

Committed Loan Notice; provided that: 

                                   (i)                                   any Interest Period that would otherwise end on a day that is not 

                  a  Business  Day  shall  be  extended  to  the  next  succeeding  Business  Day  unless  such 

                  Business  Day  falls  in  another  calendar  month,  in  which  case  such  Interest  Period  shall 

                  end on the next preceding Business Day (or, in the case of Bankers’ Acceptances and BA 

                  Rate  Loans,  such  other  date  as  the  Administrative  Agent  may  reasonably  agree  in 

                  accordance with customary industry practice); 

                                   (ii)                                                                          any  Interest  Period  (other  than  an  Interest  Period  having  a 

                  duration of less than one month) that begins on the last Business Day of a calendar month 

                  (or on a day for which there is no numerically corresponding day in the calendar month at 

                  the end of such Interest Period) shall end on the last Business Day of the calendar month 

                  at the end of such Interest Period; and 

                                  (iii)                                  no Interest Period shall extend beyond the Maturity Date of the 

                  Facility under which such Loan was made. 

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         “Investment” means, as to any Person, any direct or indirect acquisition or investment by such 

Person,  whether  by  means  of  (a)  the  purchase  or  other  acquisition  of  Equity  Interests  or  debt  or  other 

securities  of  another  Person,  (b)  a  loan,  advance  or  capital  contribution  to,  Guarantee  or  assumption  of 

Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, 

another Person, including any partnership or joint venture interest in such other Person, excluding, in the 

case  of  the  Borrower  and  its  Restricted  Subsidiaries,  intercompany  current  liabilities  incurred  in  the 

ordinary course of business in connection with the cash management operations of the Borrower and its 

Restricted  Subsidiaries  or  (c)  the  purchase  or  other  acquisition  (in  one  transaction  or  a  series  of 

transactions) of all or substantially all of the property and assets or business of another Person or assets 

constituting  a  business  unit,  line  of  business  or  division  of  such  Person.    For  purposes  of  covenant 

compliance, the amount of any Investment at any time shall be the amount actually invested (measured at 

the time made), without adjustment for subsequent increases or decreases in the value of such Investment. 

         “IP Rights” has the meaning set forth in Section 5.17. 

         “ISP”  means,  with  respect  to  any  Letter  of  Credit,  the  “International  Standby  Practices  1998” 

published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as 

may be in effect at the time of issuance of the relevant Letter of Credit). 

         “Joint Bookrunners” means Royal Bank of Canada and Morgan Stanley Senior Funding, Inc., in 

their respective capacities as joint bookrunners under this Agreement. 

         “Junior  Financing  Documentation”  means  any  documentation  governing  any  Restricted 

Indebtedness. 

         “Junior  Lien  Intercreditor  Agreement”  means  the  Junior  Lien  Intercreditor  Agreement, 

substantially  in  the  form  of  Exhibit  I-2  hereto,  dated  as  of  the  Closing  Date,  among  the  Borrower,  the 

Subsidiaries  of  the  Borrower  from  time  to  time  party  thereto,  the  Collateral  Agent,  Royal  Bank  of 

Canada, as collateral agent under the Second Lien Term Loan Facility Credit Agreement and any Other 

Debt Representative that may become a party thereto. 

         “Latest Maturity Date” means, at any date of determination, the latest Maturity Date applicable 

to any Loan or Commitment hereunder at such time, including the latest maturity date of any Refinancing 

Term  Loan,  any  Refinancing  Term  Commitment,  any  Extended  Term  Loan,  any  Extended  Revolving 

Credit  Commitment,  any  Incremental  Term  Loans,  any  Incremental  Revolving  Credit  Commitments  or 

any Other Revolving Credit Commitments, in each case as extended in accordance with this Agreement 

from time to time. 

         “Laws”  means,  collectively,  all  international,  foreign,  federal,  state,  provincial,  territorial  and 

local  statutes,  treaties,  rules,  guidelines,  regulations,  ordinances,  codes  and  administrative  or  judicial 

precedents  or  authorities,  including  the  interpretation  or  administration  thereof  by  any  Governmental 

Authority  charged  with  the  enforcement,  interpretation  or  administration  thereof,  and  all  applicable 

administrative  orders,  directed  duties,  requests,  licenses,  authorizations  and  permits  of,  and  agreements 

with, any Governmental Authority. 

         “L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of 

its  participation  in  any  L/C  Borrowing  in  accordance  with  its  Pro  Rata  Share  or  other  applicable  share 

provided for under this Agreement. 

         “L/C  Borrowing”  means  an  extension  of  credit  resulting  from  a  drawing  under  any  Letter  of 

Credit which has not been reimbursed on the applicable Honor Date or refinanced as a Revolving Credit 

Borrowing. 

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         “L/C  Credit  Extension”  means,  with  respect  to  any  Letter  of  Credit,  the  issuance  thereof  or 

extension of the expiry date thereof, or the renewal or increase of the amount thereof. 

         “L/C Disbursement” means any payment made by an L/C Issuer pursuant to a Letter of Credit. 

         “L/C  Issuer”  means  Royal  Bank  of  Canada,  the  other  L/C  Issuers  listed  on  Schedule  1.01A 

(solely with respect to the Existing Letters of Credit (including any amendment, renewal or replacement 

thereof))  and  any  other  Lender  that  becomes  an  L/C  Issuer  in  accordance  with  Section  2.03(k)  or 

10.07(k), in each case, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer 

of Letters of Credit hereunder.  If there is more than one L/C Issuer at any given time, the term L/C Issuer 

shall refer to the relevant L/C Issuer(s). 

         “L/C Obligations” means, as at any date of determination, the aggregate undrawn amount of all 

outstanding  Letters  of  Credit  plus  the  aggregate  of  all  Unreimbursed  Amounts,  including  all  L/C 

Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the 

amount of such Letter of Credit shall be determined in accordance with Section 2.03(l).  For all purposes 

of  this  Agreement,  if  on  any  date  of  determination  a  Letter  of  Credit  has  expired  by  its  terms  but  any 

amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of 

Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. 

         “Lead  Arrangers”  means Royal  Bank  of  Canada and  Morgan  Stanley  Senior Funding,  Inc.,  in 

their respective capacities as joint lead arrangers and joint bookrunners under this Agreement. 

         “Lender” has the meaning set forth in the introductory paragraph to this Agreement and, as the 

context requires, includes an L/C Issuer and the Swing Line Lender, and their respective successors and 

assigns as permitted hereunder, each of which is referred to herein as a “Lender.” 

         “Lender Default” means (i) the refusal (which may be given verbally or in writing and has not 

been retracted) or failure of any Lender to make available its portion of any incurrence of revolving loans 

or reimbursement obligations required to be made by it, which refusal or failure is not cured within two 

business  days  after  the  date  of  such  refusal  or  failure;  (ii)  the  failure  of  any  Lender  to  pay  over  to  the 

Administrative  Agent,  any  L/C  Issuer  or  any  other  Lender  any  other  amount  required  to  be  paid  by  it 

hereunder  within two  business  days  of the  date  when  due,  unless  subject  to  a  good  faith dispute;  (iii)  a 

Lender has notified the Borrower or the Administrative Agent that it does not intend to comply with its 

funding obligations, or has made a public statement to that effect with respect to its funding obligations, 

under the  Revolving  Credit  Facility  or  under  other agreements  generally  in  which  it  commits  to  extend 

credit; (iv) a Lender has failed, within three Business Days after request by the Administrative Agent, to 

confirm that it will comply with its prospective funding obligations under the Revolving Credit Facility or 

(v)  a  Lender  has  admitted  in  writing  that  it  is  insolvent  or  such  Lender  becomes  subject  to  a  Lender-

Related Distress Event.  For the avoidance of doubt, a Lender Default shall only apply with respect to a 

Lender in respect of each Facility with respect to which such Lender Default applies. 

         “Lender-Related Distress Event” means, with respect to any Lender or any person that directly 

or  indirectly  controls  such  Lender  (each,  a  “Distressed  Person”),  as  the  case  may  be,  a  voluntary  or 

involuntary  case  with  respect  to  such  Distressed  Person  under  any  Debtor  Relief  Laws,  or  a  custodian, 

conservator,  receiver,  trustee,  liquidator,  rehabilitator,  administrator,  administrative  receiver  or  similar 

official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, 

or  such  Distressed  Person  or  any  person  that  directly  or  indirectly  controls  such  Distressed  Person  is 

subject to a forced liquidation, or such Distressed Person makes a general assignment for the benefit of 

creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory 

authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided that a Lender-

Related  Distress  Event  shall  not  be  deemed  to  have  occurred  solely  by  virtue  of  the  ownership  or 

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acquisition of any Equity Interests in any Lender or any person that directly or indirectly Controls such 

Lender  by  a  Governmental  Authority  or  an  instrumentality  thereof  so  long  as  such  ownership  interest 

does not result in or provide such Lender with immunity from the jurisdiction of courts within the United 

States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or 

such  Governmental  Authority  or  instrumentality)  to  reject,  repudiate,  disavow,  disaffirm,  disclaim  or 

resiliate any contracts or agreements made with such Lender. 

         “Lending Office” means, as to any Lender, the office or offices of such Lender described as such 

in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time 

to time notify the Borrower and the Administrative Agent. 

         “Letter of Credit” means any letter of credit issued hereunder, including the Existing Letters of 

Credit.  A Letter of Credit may be a commercial letter of credit or a standby letter of credit. 

         “Letter  of  Credit  Application”  means  an  application  and  agreement  for  the  issuance  or 

amendment of a Letter of Credit, which shall be substantially in the form of Exhibit B-2 or otherwise in a 

form reasonably acceptable to the relevant L/C Issuer. 

         “Letter  of  Credit  Expiration  Date”  means  the  day  that  is  five  (5)  Business  Days  prior  to  the 

scheduled Maturity Date then in effect for the applicable Revolving Credit Facility (or, if such day is not 

a Business Day, the next preceding Business Day). 

         “Letter of Credit Sublimit” means, as to each L/C Issuer, an amount equal to the amount listed 

on Schedule 1.01A.  The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit 

Facility.  The initial aggregate Letter of Credit Sublimit for all L/C Issuers is Cdn. $15,000,000. 

         “Lien”  means  any  mortgage,  pledge,  hypothecation,  assignment,  deposit  arrangement, 

encumbrance,  lien  (statutory  or  other),  charge,  or  preference,  priority  or  other  security  interest  or 

preferential  arrangement  of  any  kind  or  nature  whatsoever  (including  any  conditional  sale  or  other  title 

retention agreement, any easement, right of way or other encumbrance on title to Real Property, and any 

Capital Lease Obligations having substantially the same economic effect as any of the foregoing). 

         “Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of 

a Term Loan, a Revolving Credit Loan or a Swing Line Loan (including any Incremental Term Loan and 

any extensions of credit under any Revolving Commitment Increase). 

         “Loan  Documents”  means,  collectively,  (i)  this  Agreement,  (ii)  the  Notes  and  the  Discount 

Notes, (iii) the Collateral Documents, (iv) each Intercreditor Agreement to the extent then in effect, (v) 

each  Letter  of  Credit  Application  and  (vi)  any  Refinancing  Amendment,  Incremental  Amendment  or 

Extension Amendment. 

         “Loan Parties” means, collectively, the Borrower and each Guarantor. 

         “Management Agreement” means the management services agreement entered into between the 

Borrower  and  Sterling  Fund  Management,  LLC  as  of  January  20,  2010,  as  amended,  restated, 

supplemented, modified, renewed or replaced in accordance with this Agreement. 

         “Management Holder” means current and former management and directors of the Borrower or 

its Subsidiaries (and their related parties) who are issued Equity Interests of the Borrower pursuant to a 

management and employee share ownership plan. 

         “Margin Stock” has the meaning set forth in Regulation U issued by the FRB. 

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         “Master Agreement” has the meaning set forth in the definition of “Swap Agreement.” 

         “Material  Adverse  Effect”  means  a  (a)  material  adverse  effect  on  the  business,  operations, 

assets,  liabilities  (actual  or  contingent)  or  financial  condition  of  the  Borrower  and  its  Restricted 

Subsidiaries,  taken  as  a  whole  or  (b)  material  impairment  of  the  validity  and  enforceability  of,  or  a 

material impairment of the material rights, remedies or benefits available to, the Lenders, any L/C Issuer 

or any Agent under any Loan Document. 

         “Material Real Property” means any fee owned real property owned by any Loan Party with a 

fair market value in excess of $3,000,000 (at the Closing Date or, with respect to real property acquired 

after the Closing Date, at the time of acquisition, in each case, as reasonably estimated by the Borrower in 

good faith). 

         “Maturity Date” means (i) with respect to the Initial Term Loans, the date that is six years after 

the Closing Date, (ii) with respect to the Revolving Credit Commitments, the date that is five years after 

the Closing Date, (iii) with respect to any tranche of Extended Term Loans or Extended Revolving Credit 

Commitments, the final maturity date applicable thereto as specified in the applicable Extension Request 

accepted by the respective Lender or Lenders, (iv) with respect to any Refinancing Term Loans or Other 

Revolving Credit Commitments, the final maturity date applicable thereto as specified in the applicable 

Refinancing Amendment and (v) with respect to any Incremental Term Loans or Incremental Revolving 

Credit Commitments, the final maturity date applicable thereto as specified in the applicable Incremental 

Amendment. 

         “Maximum Rate” has the meaning set forth in Section 10.10. 

         “Minimum  Contribution  Amount”  shall  mean,  with  respect  to  any  Canadian  DB  Plan,  the 

aggregate  annual  payments  (including  solvency  and  going  concern  deficit  special  payments  and current 

service contributions) required to be made under applicable law and the Canadian DB Plan terms based 

on  the  most  recently  filed  report  on  the  actuarial  valuation  prepared  with  respect  to  such  Canadian  DB 

Plan  beginning  as  at  the  determination  date  of  the  actuarial  valuation  and  delivered  to  the  Lenders,  as 

updated from time to time.  

         “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto. 

         “Mortgage  Policies”  has  the  meaning  set  forth  in  the  definition  of  “Collateral  and  Guarantee 

Requirement.” 

         “Mortgaged Property” has the meaning set forth in the definition of “Collateral and Guarantee 

Requirement.” 

         “Mortgages”  means  collectively,  the  debentures,  deeds  of  trust,  trust  deeds,  hypothecs  and 

mortgages made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the 

Secured  Parties  creating  and  evidencing  a  Lien  on  a  Mortgaged  Property  in  form  and  substance 

reasonably satisfactory to the Collateral Agent with such terms and provisions as may be required by the 

applicable Laws of the relevant jurisdiction, and any other mortgages executed and delivered pursuant to 

Sections  6.11,  6.13  and  Section  6.15,  in  each  case,  as  the  same  may  from  time  to  time  be  amended, 

restated, supplemented, or otherwise modified. 

         “Multiemployer Plan” means any employee benefit plan of the type described in Section 3(37) 

or 4001(a)(3) of ERISA and subject to ERISA, to which the Borrower, any Restricted Subsidiary or any 

ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has 

made or been obligated to make contributions, but excludes any Canadian Benefit Plan. 

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         “Net  Income”  means,  with  respect  to  any  Person,  the  net  income  (loss)  of  such  Person, 

determined in accordance with GAAP and before any reduction in respect of preferred stock dividends. 

         “Net Proceeds” means: 

                           (a)                           100% of the cash proceeds actually received by the Borrower or any of 

         the Restricted Subsidiaries (including any cash payments received by way of deferred payment of 

         principal pursuant to a note or installment receivable or purchase price adjustment receivable or 

         otherwise  and  including  casualty  insurance  settlements  and  condemnation  awards,  but  in  each 

         case  only  as  and  when  received)  from  any  Disposition  or  Casualty  Event,  net  of  (i)  attorneys’ 

         fees,  accountants’  fees,  investment  banking  fees,  survey  costs,  title  insurance  premiums,  and 

         related  search  and  recording  charges,  transfer  taxes,  deed  or  mortgage  recording  taxes,  other 

         customary  expenses  and  brokerage,  consultant  and  other  customary  fees  actually  incurred  in 

         connection  therewith,  (ii)  the  principal  amount,  premium  or  penalty,  if  any,  interest  and  other 

         amounts on any Indebtedness that is secured by a Lien (other than a Lien that ranks pari passu 

         with  or  subordinated  to  the  Liens  securing  the  Obligations)  on  the  asset  subject  to  such 

         Disposition  or  Casualty  Event  and  that  is  required  to  be  repaid  (and  is  timely  repaid)  in 

         connection  with  such  Disposition  or  Casualty  Event  (other  than  Indebtedness  under  the  Loan 

         Documents),  (iii)  in  the  case  of  any  Disposition  or  Casualty  Event  by  a  non-wholly  owned 

         Restricted Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard 

         to this clause (iii)) attributable to minority interests and not available for distribution to or for the 

         account of the Borrower or a wholly owned Restricted Subsidiary as a result thereof, (iv) taxes 

         paid  or  reasonably  estimated  to  be  payable  as  a  result  thereof,  and  (v)  the  amount  of  any 

         reasonable reserve established in accordance with GAAP against any adjustment to the sale price 

         or any liabilities (other than any taxes deducted pursuant to clause (i) above) (x) related to any of 

         the  applicable  assets  and  (y)  retained  by  the  Borrower  or  any  of  the  Restricted  Subsidiaries 

         including, without limitation, pension and other post-employment benefit liabilities and liabilities 

         related to environmental matters or against any indemnification obligations (however, the amount 

         of any subsequent reduction of such reserve (other than in connection with a payment in respect 

         of any such liability) shall be deemed to be Net Proceeds of such Disposition or Casualty Event 

         occurring on the date of such reduction); provided, that, if no Default exists, the Borrower may 

         reinvest  any  portion  of  such  proceeds  in  assets  useful  for  its  business  (which  shall  include  any 

         Investment  permitted  by  this  Agreement)  within  12 months  of  such  receipt  and  such  portion  of 

         such proceeds shall not constitute Net Proceeds except to the extent not, within 12 months of such 

         receipt, so reinvested or contractually committed to be so reinvested (it being understood that if 

         any  portion  of  such  proceeds  are  not  so  used  within  such  12  month  period  but within  such  12-

         month period are contractually committed to be used, then upon the termination of such contract 

         or if such Net Proceeds are not so used within 18 months of initial receipt, such remaining portion 

         shall constitute Net Proceeds as of the date of such termination or expiry without giving effect to 

         this  proviso;  it  being  further  understood  that  such  proceeds  shall  constitute  Net  Proceeds 

         notwithstanding  any  investment  notice  if  there  is  a  Specified  Default  at  the  time  of  a  proposed 

         reinvestment  unless  such  proposed  reinvestment  is  made  pursuant  to  a  binding  commitment 

         entered  into  at  a  time  when  no  Specified  Default  was  continuing);  provided,  further,  that  no 

         proceeds  realized  in  a  single  transaction  or  series  of  related  transactions  shall  constitute  Net 

         Proceeds  unless  (x)  such  proceeds  shall  exceed  $3,000,000  or  (y)  the  aggregate  net  proceeds 

         excluded  under  clause  (x)  exceeds  $6,000,000  in  any  fiscal  year  (and  thereafter  only  net  cash 

         proceeds in excess of such amount shall constitute Net Proceeds under this clause (a)), and 

                           (b)                           100% of the cash proceeds from the incurrence, issuance or sale by the 

         Borrower  or  any  of  the  Restricted  Subsidiaries  of  any  Indebtedness,  net  of  all  taxes  paid  or 

         reasonably estimated to be payable as a result thereof and fees (including investment banking fees 

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         and discounts), commissions, costs and other expenses, in each case incurred in connection with 

         such incurrence, issuance or sale. 

         For purposes of calculating the amount of Net Proceeds, fees, commissions and other costs and 

expenses  payable  to  the  Borrower  or  any  Affiliate  of  the  foregoing  shall  be  disregarded,  except  for 

financial advisory fees customary in type and amount paid to the Sponsors and Sponsor Fund Affiliates. 

         “Net Revolving Credit Facility Balance” means the amount of the Total Outstandings under the 

Revolving  Credit  Facility  minus  Cash  and  Cash  Equivalents  of  the  Borrower  and  its  Restricted 

Subsidiaries (other than Restricted Cash). 

         “Non-BA Lender” means a Lender that cannot or does not as a matter of policy issue Bankers’ 

Acceptances. 

         “Non-Consenting Lender” has the meaning set forth in Section 3.07(d). 

         “Non-Debt Fund Affiliate” means any Affiliate of a Sponsor or the Borrower other than (a) the 

Borrower or any Subsidiary of the Borrower, (b) any Debt Fund Affiliates and (c) any natural person. 

         “Non-Defaulting Lender” means, at any time, a Lender that is not a Defaulting Lender. 

         “Non-Expiring Credit Commitment” has the meaning provided in Section 2.04(g). 

         “Not  Otherwise  Applied”  means,  with  reference  to  any  amount  of  Net  Proceeds  of  any 

transaction or event, that such amount (a) was not required to be applied to prepay the Loans pursuant to 

Section  2.05(b),  and  (b)  was  not  previously  (and  is  not  concurrently  being)  applied  in  determining  the 

permissibility  of  a  transaction  under  the  Loan  Documents  where  such  permissibility  was  or  is  (or  may 

have  been)  contingent  on receipt  of  such amount  or  utilization  of  such amount  for  a  specified  purpose; 

provided  that  any  Net  Proceeds  of  Equity  Interests,  capital  contributions  or  Indebtedness  (including 

Sponsor  Subordinated  Debt)  used  to  make  Investments  or  Capital  Expenditures  shall  thereafter  be 

considered “applied” for purposes of this definition, except when such Net Proceeds are subsequently dis-

applied  from  the  financing  of  such  Investments  or  Capital  Expenditures  pursuant  to  clause  (o)  of  the 

definition of “Excess Cash Flow”.  The Borrower shall promptly notify the Administrative Agent of any 

application of such amount as contemplated by clause (b) of this definition. 

         “Note” means a Term Note, a Revolving Credit Note or a Swing Line Note, as the context may 

require. 

         “Obligations” means all (x) advances to, and debts, liabilities, obligations, covenants and duties 

of,  any  Loan  Party  and  its  Restricted  Subsidiaries  arising  under  any  Loan  Document  or  otherwise  with 

respect  to  any  Loan  or  Letter  of  Credit,  whether  direct  or  indirect  (including  those  acquired  by 

assumption),  absolute  or  contingent,  due  or  to  become  due,  now  existing  or  hereafter  arising  and 

including interest and fees that accrue after the commencement by or against any Loan Party or Restricted 

Subsidiary  of  any  proceeding  under  any  Debtor  Relief  Laws  naming  such  Person  as  the  debtor  in  such 

proceeding,  regardless  of  whether  such  interest  and fees are allowed  claims  in  such  proceeding  and  (y) 

obligations  of  any  Loan  Party  or  any  Restricted  Subsidiary  thereof  arising  under  any  Secured  Hedge 

Agreement  or  any  Treasury  Services  Agreement.    Without  limiting  the  generality  of  the  foregoing,  the 

Obligations  of  the  Loan  Parties  under  the  Loan  Documents  (and  of  their  Restricted  Subsidiaries  to  the 

extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee 

obligations) to pay principal, interest, Letter of Credit fees, reimbursement obligations, charges, expenses, 

fees,  Attorney  Costs,  indemnities  and  other  amounts  payable  by  any  Loan  Party  under  any  Loan 

Document  and  (b)  the  obligation  of  any  Loan  Party  to  reimburse  any  amount  in  respect  of  any  of  the 

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foregoing  that  any  Lender,  in  its  sole  discretion,  may  elect  to  pay  or  advance  on  behalf  of  such  Loan 

Party.  Notwithstanding the foregoing, the obligations of the Borrower or any Restricted Subsidiary under 

any  Secured  Hedge  Agreement  or  any  Treasury  Services  Agreement  shall  be  secured  and  guaranteed 

pursuant  to  the  Collateral  Documents  and  the  Guaranty  only  to  the  extent  that,  and  for  so  long  as,  the 

other Obligations are so secured and guaranteed (other than in connection with a repayment of such other 

Obligations  during  the  continuation  of  an  Event  of  Default).  Notwithstanding  the  foregoing,  the 

Obligations of any Guarantor shall not include any Excluded Swap Obligations of such Guarantor. 

         “OFAC” has the meaning set forth in Section 5.19(a). 

         “Offered Amount” has the meaning set forth in Section 2.05(a)(v)(D)(1). 

         “Offered Discount” has the meaning set forth in Section 2.05(a)(v)(D)(1). 

         “OID” means original issue discount. 

         “Organization Documents” means (a) with respect to any corporation, the certificate or articles 

of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any 

non-U.S. or non-Canadian jurisdiction); (b) with respect to any limited liability company, the certificate 

or articles of formation or organization and operating agreement; and (c) with respect to any partnership, 

joint  venture,  trust  or  other  form  of  business  entity,  the  partnership,  joint  venture  or  other  applicable 

agreement  of  formation  or  organization  and  any  agreement,  instrument,  filing  or  notice  with  respect 

thereto filed in connection with its formation or organization with the applicable Governmental Authority 

in  the  jurisdiction  of  its  formation  or  organization  and,  if  applicable,  any  certificate  or  articles  of 

formation or organization of such entity. 

         “Other Applicable Indebtedness” has the meaning specified in Section 2.05(b)(ii). 

         “Other  Debt  Representative”  means,  with  respect  to  any  series  of  Permitted  First  Priority 

Refinancing  Debt  or  Permitted  Second  Priority  Refinancing  Debt,  the  trustee,  administrative  agent, 

collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such 

Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in 

such capacities. 

         “Other  Revolving  Credit  Commitments”  means  one  or  more  Classes  of  revolving  credit 

commitments hereunder that result from a Refinancing Amendment. 

         “Other  Revolving  Credit  Loans”  means  one  or  more  Classes  of  Revolving  Credit  Loans  that 

result from a Refinancing Amendment. 

         “Other Taxes” has the meaning specified in Section 3.01(b). 

         “Outstanding Amount” means (a) with respect to the Term Loans, Revolving Credit Loans and 

Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to 

any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans (including any 

refinancing  of  outstanding  unpaid  drawings  under  Letters  of  Credit  or  L/C  Credit  Extensions  as  a 

Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and (b) 

with respect to any L/C Obligations on any date, the aggregate outstanding amount thereof on such date 

after giving effect to any L/C Credit Extension occurring on such date and any other changes thereto as of 

such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters 

of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit 

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Extensions  as  a  Revolving  Credit  Borrowing)  or  any  reductions  in  the  maximum  amount  available  for 

drawing under Letters of Credit taking effect on such date. 

         “Overnight  Rate”  means  (a)  with  respect  to  any  amount  denominated  in  U.S.  Dollars,  the 

Federal  Funds  Rate  and  (b)  with  respect  to  any  amount  denominated  in  Canadian  Dollars,  the  rate  of 

interest per annum at which overnight deposits in Canadian Dollars, in an amount approximately equal to 

the amount with respect to which such rate is being determined, would be offered for such day by Royal 

Bank of Canada in the Canadian interbank market for Canadian Dollars to major banks in such interbank 

market. 

         “Participant” has the meaning set forth in Section 10.07(f). 

         “Participant Register” has the meaning set forth in Section 10.07(f). 

         “Participating Lender” has the meaning set forth in Section 2.05(a)(v)(C)(2). 

         “PBA”  shall  mean  the  Pension  Benefits  Act  (Ontario)  and  all  regulations  made  thereunder,  as 

amended  from  time  to  time,  and  any  corresponding  pension  benefits  standards  legislation  of  other 

Canadian jurisdictions. 

         “PBGC” means the Pension Benefit Guaranty Corporation. 

         “Perfection  Certificate” means  a  certificate  in the form  of  Exhibit  G  hereto  or  any  other  form 

reasonably approved by the Collateral Agent, as the same shall be supplemented from time to time. 

         “Permitted Business Acquisition” means any acquisition of all or substantially all the assets of, 

or  all  the  Equity  Interests  (other  than  directors’  qualifying  shares)  in,  a  Person  or  division  or  line  of 

business  of  a  Person  (or  any  subsequent  investment  made  in  a  Person,  division  or  line  of  business 

previously  acquired  in  a  Permitted  Business  Acquisition);  provided  that  (a)  such  acquisition  was  not 

preceded by, or effected pursuant to, an unsolicited or hostile offer by a Loan Party, (b) immediately after 

giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing or would 

result therefrom,  (ii)  after giving  effect  on  a  Pro  Forma  Basis  thereto, the  Consolidated  Total  Leverage 

Ratio is no greater than 6.00:1.00, (iii) all transactions related thereto shall be consummated in accordance 

with  applicable  Laws  and  (iv)  any  acquired  or  newly  formed  Subsidiary  shall  not  be  liable  for  any 

Indebtedness except for Indebtedness permitted by Section 7.03 and (c) the total consideration paid by the 

Loan Parties for (i) the acquisition, directly or indirectly, of any Person that does not become a Guarantor 

and  (ii)  in  the  case  of  an  asset  acquisition,  assets  that  are  not  acquired  by  a  Loan  Party,  when  taken 

together  with the  total consideration  for all such  acquired  Persons and assets  acquired  after the  Closing 

Date, shall not exceed, the greater of $15,000,000 and 2.0% of Consolidated Total Assets (determined at 

the time of, and after giving effect to, such acquisition) (plus any return of capital actually received by the 

respective  investors  in  respect  of  acquisitions  previously  made  by  them  pursuant  to  this  clause  (c)(ii)); 

provided that the limitation under this clause (c) shall not apply to any acquisition to the extent (x) such 

acquisition  is  made  with  the  proceeds  of  Sponsor  Subordinated  Debt  (except  to  the  extent  that  such 

proceeds are repaid, repurchased or redeemed pursuant to Section 7.09(b)(i)(I)) or the proceeds of sales of 

or equity contributions in respect of, Qualified Equity Interests of the Borrower Not Otherwise Applied 

(and for the avoidance of doubt, not constituting a Designated Equity Contribution) or (y) the Person so 

acquired (or the Person owning the assets so acquired) becomes a Guarantor even though such Guarantor 

owns Equity Interests in Persons that are not otherwise required to become Guarantors so long as, after 

giving effect thereto, Section 6.11 would be satisfied within the time periods required thereunder. 

         “Permitted  Encumbrances”  means,  with  respect  to  each  Real  Property,  those  Liens  and  other 

encumbrances  permitted  by  paragraphs  (b),  (d),  (h),  (i),  (k),  (m),  (n),  (o),  (u)  or  (z)  of  Section  7.01, 

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provided,  however,  that  in  the  case  of  those  Liens  and  other  encumbrances  permitted  by  clause  (o)  of 

Section  7.01  and  as  described  in  this  definition,  in  the  event  any  Loan  Party  shall  constitute  the  lessor 

under  any  such  lease  or  sublease,  no  Lien  or  encumbrance  created  or  permitted  to  be  incurred  thereby 

shall be permitted hereunder except to the extent such Lien or encumbrance would otherwise constitute a 

Permitted Encumbrance. 

         “Permitted  First  Priority  Refinancing  Debt”  mean  any  Permitted  First  Priority  Refinancing 

Notes and any Permitted First Priority Refinancing Loans. 

         “Permitted  First  Priority  Refinancing  Loans”  means  any  secured  loans  incurred  by  the 

Borrower  in  the  form  of  one  or  more  tranches  of  loans  under  this  Agreement;  provided  that  (i)  such 

Indebtedness  is  secured  by  the  Collateral  on  a  pari  passu  basis  (but  without  regard  to  the  control  of 

remedies) with the Obligations and is not secured by any property or assets other than the Collateral (and 

the Collateral securing the Obligations is perfected at least to the same extent as such other Indebtedness), 

(ii) such Indebtedness is not at any time guaranteed by any Persons other than Persons that are Guarantors 

and  (iii)  such  Indebtedness  does  not  mature  or  have  scheduled  amortization  or  payments  of  principal 

(other  than  customary  offers  to  repurchase  upon  a  change  of  control,  asset  sale  or  event  of  loss  and  a 

customary acceleration right after an event of default) on or prior to the date that is the Latest Maturity 

Date at the time such Indebtedness is incurred or issued. 

         “Permitted First Priority Refinancing Notes” means any secured Indebtedness (including any 

Registered  Equivalent  Notes)  incurred  by  the  Borrower  in  the  form  of  one  or  more  series  of  senior 

secured notes; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis (but 

without  regard  to  the  control  of  remedies)  with  the  Obligations  and  is  not  secured  by  any  property  or 

assets  other  than  the  Collateral  (and  the  Collateral  securing  the  Obligations  is  perfected  at  least  to  the 

same  extent  as  such  other  Indebtedness),  (ii) such  Indebtedness  is  not  at  any  time  guaranteed  by  any 

Persons other than Persons that are Guarantors, (iii) such Indebtedness does not mature or have scheduled 

amortization  or  payments  of  principal  (other  than  customary  offers  to  repurchase  upon  a  change  of 

control, asset sale or event of loss and a customary acceleration right after an event of default) on or prior 

to  the  date  that is the  Latest  Maturity  Date  at  the  time  such  Indebtedness  is incurred  or issued,  (iv)  the 

security agreements relating to such Indebtedness are substantially the same as or more favorable to the 

Loan  Parties  than the  Collateral  Documents  (with  such  differences  as  are  reasonably  satisfactory  to  the 

Administrative  Agent)  and  (v) an  Other  Debt  Representative  acting  on  behalf  of  the  holders  of  such 

Indebtedness  shall  have  become  party  to  each  Intercreditor  Agreement.    Permitted  First  Priority 

Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor. 

         “Permitted Holders” means the Sponsors and the Sponsor Fund Affiliates. 

         “Permitted Initial Revolving Credit Borrowing Purposes” means (a) one or more Borrowings 

of Revolving Credit Loans (i) to finance the Transactions and Transaction Expenses and (ii) for working 

capital needs and other general corporate purposes and (b) one or more Borrowings of Revolving Credit 

Loans to fund certain OID or upfront fees agreed to by the Administrative Agent in connection with this 

Agreement or in connection with the borrowing of the Second Lien Term Loans on the Closing Date. 

         “Permitted Other Debt Conditions” means that such applicable debt (i) does not mature or have 

scheduled  amortization  payments  of  principal  or  payments  of  principal  and  is  not  subject  to  mandatory 

redemption, repurchase, prepayment or sinking fund obligations (except customary asset sale or change of 

control provisions that provide for the prior repayment in full of the Loans and all other Obligations), in 

each case on or prior to the Latest Maturity Date at the time such Indebtedness is incurred, (ii) is not at 

any  time  guaranteed  by  any  Persons  other  than  Guarantors  and  (iii)  to  the  extent  secured,  the  security 

agreements  relating  to  such  Indebtedness  are  substantially  the  same  as  or  more  favorable  to  the  Loan 

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Parties  than  the  Collateral  Documents  (with  such  differences  as  are  reasonably  satisfactory  to  the 

Administrative Agent). 

         “Permitted  Ratio  Debt”  means  Indebtedness  of  the  Borrower  or  any  Restricted  Subsidiary  so 

long  as  immediately  after  giving  effect  on  a  Pro  Forma  Basis  thereto  and  to  the  use  of  the  proceeds 

thereof (i) no Event of Default shall be continuing or result therefrom and (ii) (x) if such Indebtedness is 

unsecured, the Consolidated Total Leverage Ratio is no greater than 5.50:1.00, (y) if such Indebtedness is 

secured on a pari passu basis with the Facilities, the Consolidated First Lien Leverage Ratio is no greater 

than 3.75:1.00 and (z) if such Indebtedness is secured on a junior basis to the Facilities, the Consolidated 

Secured  Leverage  Ratio  is  no  greater  than  5.25:1.00;  provided  that  such  Indebtedness  shall  (A)  have  a 

maturity date that is (and in the case of any unsecured Indebtedness, no scheduled payment, redemption 

or  sinking  fund  or  similar  payments  or  obligations  until)  at  least  ninety-one  (91)  days  after  the  Latest 

Maturity Date at the time such Indebtedness is incurred, (B) have a Weighted Average Life to Maturity 

equal  to  or  greater  than  the  Term  Loans  outstanding  at  the  time  of  incurrence  thereof,  (C)  if  such 

Indebtedness  is  secured  on  a  junior  basis  to  the  Facilities,  be  subject  to  the  Junior  Lien  Intercreditor 

Agreement and, if the Indebtedness is secured on a pari passu basis with the Facilities, be subject to the 

First  Lien  Intercreditor  Agreement,  and  (D)  have  terms  and  conditions  (other  than  pricing,  rate  floors, 

discounts,  fees,  premiums  and  optional  prepayment  or  redemption  provisions)  that  in  the  good  faith 

determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower 

than the terms and conditions of the Loan Documents (when taken as a whole) (provided that a certificate 

of the Borrower as to the satisfaction of the conditions described in this clause (D) delivered at least five 

(5)  Business  Days  prior  to  the  incurrence  of  such  Indebtedness,  together  with  a  reasonably  detailed 

description of the material terms and conditions of such Indebtedness or drafts of documentation relating 

thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the 

foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the 

Borrower within such five (5) Business Day period that it disagrees with such determination (including a 

description  of  the  basis  upon  which  it  disagrees));  provided,  further,  that  (i)  any  such  Indebtedness 

incurred  by  Restricted  Subsidiaries  that  are  not  Loan  Parties  does  not  exceed  $10,000,000  in  the 

aggregate at any time outstanding and (ii) no Unsecured Guarantor shall be permitted to incur Permitted 

Ratio  Debt  (it being  understood  that  Unsecured  Guarantors  may  provide  Guarantees  of  Permitted  Ratio 

Debt to the extent otherwise permitted under Section 7.03(m)). 

         “Permitted  Refinancing”  means,  with  respect  to  any  Person,  any  modification,  refinancing, 

refunding,  renewal,  replacement  or  extension  of  any  Indebtedness  of  such  Person;  provided  that (a) the 

principal  amount  (or  accreted  value,  if  applicable)  thereof  does  not  exceed  the  principal  amount  (or 

accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, replaced or 

extended  except  by  an  amount  equal  to  unpaid  accrued  interest  and  premium  thereon  plus  other 

reasonable  amounts  paid,  and  fees  and  expenses  reasonably  incurred,  in  connection  with  such 

modification,  refinancing, refunding,  renewal, replacement  or  extension  and  by  an  amount  equal  to  any 

existing  commitments  unutilized  thereunder,  (b)  other  than  with  respect  to  a  Permitted  Refinancing  in 

respect of Indebtedness permitted pursuant to Section 7.03(i), such modification, refinancing, refunding, 

renewal, replacement or extension has a final maturity date equal to or later than the final maturity date 

of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to 

Maturity  of,  the  Indebtedness  being  modified,  refinanced,  refunded,  renewed,  replaced  or  extended,  (c) 

other  than  with  respect  to  a  Permitted  Refinancing  in  respect  of  Indebtedness  permitted  pursuant  to 

Sections 7.03(i), at the time thereof, no Event of Default shall have occurred and be continuing and (d) (i) 

to  the  extent such  Indebtedness  being  modified, refinanced,  refunded,  renewed,  replaced  or  extended  is 

subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, 

replacement  or  extension  is  subordinated  in  right  of  payment  to  the  Obligations  on  terms  at  least  as 

favorable  to  the  Lenders  as  those  contained  in  the  documentation  governing  the  Indebtedness  being 

modified,  refinanced,  refunded,  renewed,  replaced  or  extended,  (ii)  such  modification,  refinancing, 

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refunding, renewal, replacement or extension is incurred by the Person who is the obligor of, and does not 

have greater guarantees or security than, the Indebtedness being modified, refinanced, refunded, renewed, 

replaced or extended and (iii) if the Indebtedness being modified, refinanced, refunded, renewed, replaced 

or  extended  was  subject  to  an  Intercreditor  Agreement,  the  holders  of  such  modified,  refinanced, 

refunded,  renewed,  replaced  or  extended  Indebtedness  (if  such  Indebtedness  is  secured)  or  their 

representative on their behalf shall become party to such Intercreditor Agreement. 

         “Permitted  Second  Priority  Refinancing  Debt”  means  secured  Indebtedness  (including  any 

Registered Equivalent Notes) incurred by the Borrower in the form of one or more series of second lien 

(or  other junior  lien)  secured  notes  or second  lien (or  other junior  lien) secured loans;  provided that  (i) 

such Indebtedness is secured by the Collateral on a second priority (or other junior priority) basis to the 

liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing 

Debt and is not secured by any property or assets of the Borrower or any Restricted Subsidiary other than 

the Collateral (and the Collateral securing the Obligations is perfected at least to the same extent as such 

other Indebtedness), (ii) such Indebtedness may be secured by a Lien on the Collateral that is junior to the 

Liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing 

Debt,  notwithstanding  any  provision  to  the  contrary  contained  in  the  definition  of  “Credit  Agreement 

Refinancing  Indebtedness,”  (iii) an  Other  Debt  Representative  acting  on  behalf  of  the  holders  of  such 

Indebtedness shall have become party to the provisions of the Junior Lien Intercreditor Agreement as a 

“Second Priority Representative” thereunder, and (iv) such Indebtedness meets the Permitted Other Debt 

Conditions.    Permitted  Second  Priority  Refinancing  Debt  will  include  any  Registered  Equivalent  Notes 

issued in exchange therefor. 

         “Permitted  Unsecured  Refinancing  Debt”  means  unsecured  Indebtedness  (including  any 

Registered  Equivalent  Notes)  incurred  by  the  Borrower  in  the  form  of  one  or  more  series  of  senior 

unsecured notes or loans; provided that (i) such Indebtedness constitutes Credit Agreement Refinancing 

Indebtedness and (ii) meets the Permitted Other Debt Conditions. 

         “Person”  means  any  natural  person,  corporation,  limited  liability  company,  trust,  joint  venture, 

association, company, partnership, Governmental Authority or other entity. 

         “Platform” has the meaning set forth in Section 6.02. 

         “Pledged Debt” has the meaning set forth in the Security Agreements. 

         “Pledged Equity” has the meaning set forth in the Security Agreements. 

         “PPSA”  means  the  Personal  Property  Security  Act  (Ontario)  and  the  regulations  thereunder,  as 

from time to time in effect, provided, however, if attachment, perfection or priority of the Administrative 

Agent’s  or  Collateral  Agent’s  security  interests  in  any  Collateral are  governed  by  the  personal  property 

security laws of any Canadian jurisdiction other than Ontario, “PPSA” shall mean those personal property 

security  laws  in  such  other  jurisdiction  for  the  purposes  of  the  provisions  hereof  relating  to  such 

attachment, perfection or priority and for the definitions related to such provisions. 

         “Prime Rate” means, (a) for the purpose of U.S. Dollar denominated Loans made available to the 

Borrower in the United States, at any time, the rate of interest from time to time publicly announced by 

the principal office of the Administrative Agent as its prime commercial lending rate for U.S. Dollar loans 

in  the  United  States  for  such  day  and  (b)  for  the  purpose  of  U.S.  Dollar  denominated  Loans  made 

available to the Borrower in Canada, at any time, the annual rate of interest from time to time publicly 

announced  by  the  principal  office  of  the  Administrative  Agent  in  Toronto,  Ontario  as  its  prime  rate  in 

effect for determining interest rates on U.S. Dollar denominated commercial loans made in Canada. 

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         “Prior  Liens”  means  Liens  that,  pursuant to  the  provisions  of  any  Collateral  Document,  are  or 

may be superior to the Lien of such Collateral Document. 

         “Pro Forma Basis” means, as to any Person, for any events as described in clauses (a) and (b) 

below  that  occur  subsequent  to  the  commencement  of  a  period  for  which  the  financial  effect  of  such 

events is being calculated, and giving effect to the events for which such calculation is being made, such 

calculation as will give pro forma effect to such events as if such events occurred on the first day of the 

four consecutive fiscal quarter period ended on or before the occurrence of such event (the “Reference 

Period”): 

                           (a)                                                          in making any determination of EBITDA, pro forma effect shall be given 

         to any Asset Disposition, Asset Acquisition (or any similar transaction or transactions that require 

         a waiver or consent of the Required Lenders pursuant to Section 7.02 or 7.05), restructurings, cost 

         savings  initiatives  and  other  similar  initiatives,  in  each  case  that  occurred  during  the  Reference 

         Period  (or,  in  the  case  of  determinations  made  pursuant  to  the  definition  of  the  term  “Asset 

         Acquisition,” occurring during the Reference Period or thereafter and through and including the 

         date upon which the respective Asset Acquisition is consummated); and 

                           (b)                           in making any determination on a Pro Forma Basis, (x) all Indebtedness 

         (including  Indebtedness  incurred  or  assumed  and  for  which  the  financial  effect  is  being 

         calculated,  whether  incurred  under  this  Agreement  or  otherwise,  but  excluding  normal 

         fluctuations  in  revolving  Indebtedness  incurred  for  working  capital  purposes  not  to  finance  any 

         acquisition)  incurred  or  permanently  repaid  during  the  Reference  Period  (or,  in  the  case  of 

         determinations made pursuant to the definition of the term “Asset Acquisition,” occurring during 

         the Reference Period or thereafter and through and including the date upon which the respective 

         Asset  Acquisition  is  consummated)  shall  be  deemed  to  have  been  incurred  or  repaid  at  the 

         beginning of such period and (y) Interest Expense of such Person attributable to interest on any 

         Indebtedness,  for  which  pro  forma  effect  is  being  given  as  provided  in  preceding  clause  (x), 

         bearing floating interest rates shall be computed on a pro forma basis as if the rates that would 

         have been in effect during the period for which pro forma effect is being given had been actually 

         in effect during such periods. 

         Pro  forma  calculations  made  pursuant  to  the  definition  of  the  term  “Pro  Forma  Basis”  shall  be 

determined in good faith by a Responsible Officer of the Borrower and, for any fiscal period ending on or 

prior to the first anniversary of an Asset Acquisition, an Asset Disposition (or any similar transaction or 

transactions that require a waiver or consent of the Required Lenders pursuant to Section 7.02 or 7.05), 

any  restructurings,  any  cost  savings  initiatives  or  other  similar  initiatives,  may  include  adjustments  to 

reflect operating expense reductions and other operating improvements or synergies reasonably expected 

to  result  from  such  Asset  Acquisition,  Asset  Disposition,  restructuring,  cost  savings  initiative  or  other 

similar  transaction  within  12  months  after  the  consummation  of  such  transaction,  to  the  extent  that  the 

Borrower delivers to the Administrative Agent (i) a certificate of a Responsible Officer of the Borrower 

setting  forth  such  operating  expense  reductions  and  other  operating  improvements  or  synergies  and  (ii) 

information and calculations supporting in reasonable detail such estimated operating expense reductions 

and  other  operating  improvements  or  synergies;  provided  that  no  cost  savings,  operating  expense 

reductions  or  operating  improvements  and  synergies  shall  be  made  to  the  extent  duplicative  of  any 

expenses  or charges  otherwise  added  to  EBITDA  (or  already  reflected  in  EBITDA),  whether  through  a 

pro  forma  adjustment  or  otherwise,  for  such  period,  and  such  adjustments  shall  be  subject  to  the 

limitations set forth in clause (a)(x) of the definition of “EBITDA”. 

         “Pro Forma Financial Statements” has the meaning set forth in Section 5.05(a)(i). 

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         “Pro  Rata  Share”  means,  with  respect  to  each  Lender,  at  any  time  a  fraction  (expressed  as  a 

percentage,  carried  out  to  the  ninth  decimal  place),  the  numerator  of  which  is  the  amount  of  the 

Commitments and, if applicable and without duplication, Term Loans of such Lender under the applicable 

Facility  or  Facilities  at  such  time  and  the  denominator  of  which  is  the  amount  of  the  Aggregate 

Commitments under the applicable Facility or Facilities and, if applicable and without duplication, Term 

Loans under the applicable Facility or Facilities at such time; provided that, in the case of the Revolving 

Credit Facility, if such Commitments have been terminated, then the Pro Rata Share of each Lender shall 

be  determined  based  on  the  Pro  Rata  Share  of  such  Lender  immediately  prior  to  such  termination  and 

after giving effect to any subsequent assignments made pursuant to the terms hereof. 

         “Projections” has the meaning set forth in Section 6.01(c). 

         “Public Lender” has the meaning set forth in Section 6.02. 

         “Qualified ECP Guarantor” means in respect of any Dodd-Frank Swap Obligation, each Loan 

Party  that,  at  the  time  the  relevant  guarantee  (or  grant  of  the  relevant  security  interest,  as  applicable) 

becomes or would become effective with respect to such Dodd Frank Swap Obligation, has total assets 

exceeding  $10,000,000  or  such  other  person  as  constitutes  an  “eligible  contract  participant”  under  the 

Commodity  Exchange  Act  or  any  regulations  promulgated  thereunder  and  which  may  cause  another 

person to qualify as an “eligible contract participant” with respect to such Dodd-Frank Swap Obligation at 

such time by entering into a keepwell pursuant to section 1a(18)(A)(v)(II) of the Commodity Exchange 

Act (or any successor provision thereto). 

         “Qualified  Equity  Interests”  means  any  Equity  Interests  that  are  not  Disqualified  Equity 

Interests. 

         “Qualified  IPO”  means  the  issuance  by  the  Borrower  or  any  direct  or  indirect  parent  of  the 

Borrower of its common Equity Interests in an underwritten primary public offering (other than a public 

offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement 

filed  with  the  U.S.  Securities  and  Exchange  Commission  in  accordance  with  the  Securities  Act  or 

pursuant to a prospectus filed under applicable Canadian securities laws (in each case whether alone or in 

connection with a secondary public offering). 

         “Qualifying Lender” has the meaning set forth in Section 2.05(a)(v)(D)(3). 

         “Real Property” means, collectively, all right, title and interest (including any leasehold, mineral 

or other estate) in and to any and all parcels of or interests in real property owned or leased by any Person, 

whether  by  lease,  license  or  other  means,  together  with,  in  each  case,  all  easements,  hereditaments  and 

appurtenances  relating  thereto,  all  improvements  and  appurtenant  fixtures  and  equipment,  all  general 

intangibles  and  contract  rights  and  other  property  and  rights  incidental  to  the  ownership,  lease  or 

operation thereof. 

         “Reference Period” has the meaning set forth in the definition of the term “Pro Forma Basis.” 

         “Refinanced Debt” has the meaning set forth in the definition of Credit Agreement Refinancing 

Indebtedness. 

         “Refinancing”  has  the  meaning  given  to  such  term  in  the  Preliminary  Statements  to  this 

Agreement. 

         “Refinancing Amendment” means an amendment to this Agreement executed by each of (a) the 

Borrower, (b) the Administrative Agent, (c) each Additional Refinancing Lender and (d) each Lender that 

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agrees to provide any portion of Refinancing Term Loans, Other Revolving Credit Commitments or Other 

Revolving Credit Loans incurred pursuant thereto, in accordance with Section 2.15. 

         “Refinancing  Series”  means  all  Refinancing  Term  Loans,  Refinancing  Term  Commitments, 

Other Revolving Credit Commitments or Other Revolving Credit Loans that are established pursuant to 

the  same  Refinancing  Amendment  (or  any  subsequent  Refinancing  Amendment  to  the  extent  such 

Refinancing  Amendment  expressly  provides  that  the  Refinancing  Term  Loans,  Refinancing  Term 

Commitments,  Other  Revolving  Credit  Commitments  or  Other  Revolving  Credit  Loans  provided  for 

therein are intended to be a part of any previously established Refinancing Series) and that provide for the 

same  All-In  Yield  and,  in  the  case  of  Refinancing  Term  Loans  or  Refinancing  Term  Commitments, 

amortization schedule. 

         “Refinancing  Term  Commitments”  means  one  or  more  Classes  of  Term  Commitments 

hereunder  that  are  established  to  fund  Refinancing  Term  Loans  of  the  applicable  Refinancing  Series 

hereunder pursuant to a Refinancing Amendment. 

         “Refinancing  Term  Loans”  means  one  or  more  Classes  of  Term  Loans  hereunder  that  result 

from a Refinancing Amendment. 

         “Register” has the meaning set forth in Section 10.07(d). 

         “Registered Equivalent Notes” means, with respect to any notes originally issued in an offering 

pursuant  to  Rule  144A  under  the  Securities  Act  or  other  private  placement  transaction  under  the 

Securities  Act,  substantially  identical  notes  (having  the  same  guarantees)  issued  in  a  dollar-for-dollar 

exchange therefor pursuant to an exchange offer registered with the SEC. 

         “Release”  means  any  spilling,  leaking,  seepage,  pumping,  pouring,  emitting,  emptying, 

discharging, injecting, escaping, leaching, dumping, disposing, depositing or dispersing. 

         “Remaining Present Value” means, as of any date with respect to any lease, the present value as 

of such date of the scheduled future lease payments with respect to such lease, determined with a discount 

rate  equal  to  a  market  rate  of  interest  for  such  lease  reasonably  determined  at  the  time  such  lease  was 

entered into. 

         “Reportable  Event”  means  any  of  the  events  set  forth  in  Section  4043(c)  of  ERISA  or  the 

regulations  issued  thereunder,  other  than  events  for  which  the  thirty  (30)  day  notice  period  has  been 

waived. 

         “Repricing  Transaction”  means  (a)  any  amendment,  amendment  and  restatement  or  other 

modification  of  the  Loan  Documents  that  has  the  effect  of  reducing  the  All-In  Yield  then  in  effect  for 

Initial  Term  Loans,  (b)  any  transaction  in  which  all  or  any  portion  of  the  Initial  Term  Loans  are 

voluntarily prepaid or mandatorily prepaid with the net cash proceeds of issuances, offerings or placement 

of  Indebtedness,  or  refinanced  substantially  concurrently  with  the  incurrence  of,  or  conversion  of  the 

Initial Term Loans into, new Indebtedness that has an All-In Yield lower than the All-In Yield in effect 

for the Initial Term Loans so prepaid or (c) any transaction in which a Lender must assign its Initial Term 

Loans  as  a  result  of  its  failure  to  consent  to  an  amendment,  amendment  and  restatement  or  other 

modification  of  the  Initial  Term  Loans  that  would  have  the  effect  of  reducing  the  All-In  Yield  then  in 

effect for the Initial Term Loans, in each case other than in connection with a Change of Control. 

         “Request  for  Credit  Extension”  means  (a)  with  respect  to  a  Borrowing,  continuation  or 

conversion of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an 

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L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing 

Line Loan Notice. 

         “Required  Class  Lenders”  means,  with  respect  to  any  Class  on  any  date  of  determination, 

Lenders  having  more  than  50%  of  the  sum  of  (i)  the  outstanding  Loans  under  such  Class  and  (ii)  the 

aggregate unused Commitments under such Facility; provided that the unused Commitments of, and the 

portion of the Total Outstandings under such Class held or deemed held by, any Defaulting Lender shall 

be excluded for purposes of making a determination of the Required Facility Lenders; provided, further, 

that, to the same extent set forth in Section 10.07(n) with respect to determination of Required Lenders, 

the Loans of any Affiliated Lender shall in each case be excluded for purposes of making a determination 

of Required Class Lenders. 

         “Required Facility Lenders” mean, as of any date of determination, with respect to any Facility, 

Lenders  having  more  than 50%  of the  sum  of   (a)  the  Total  Outstandings  under such  Facility  (with the 

aggregate  amount  of  each  Lender’s  risk  participation  and  funded  participation  in  L/C  Obligations  and 

Swing Line Loans, as applicable, under such Facility being deemed “held” by such Lender for purposes 

of  this  definition)  and  (b)  the  aggregate  unused  Commitments  under  such  Facility;  provided  that  the 

unused Commitments of, and the portion of the Total Outstandings under such Facility held or deemed 

held by, any Defaulting Lender shall be excluded for purposes of making a determination of the Required 

Facility Lenders; provided, further, that, to the same extent set forth in Section 10.07(n) with respect to 

determination of Required Lenders, the Loans of any Affiliated Lender shall in each case be excluded for 

purposes of making a determination of Required Facility Lenders. 

         “Required Lenders” means, as of any date of determination, Lenders having more than 50% of 

the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and 

funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for 

purposes  of  this  definition),  (b)  aggregate  unused  Term  Commitments  and  (c)  aggregate  unused 

Revolving  Credit  Commitments;  provided  that  the  unused  Term  Commitment  and  unused  Revolving 

Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting 

Lender shall be excluded for purposes of making a determination of Required Lenders; provided, further, 

that, to the same extent set forth in Section 10.07(n) with respect to determination of Required Lenders, 

the Loans of any Affiliated Lender shall in each case be excluded for purposes of making a determination 

of Required Lenders. 

         “Required  Revolving  Credit  Lenders”  means,  as  of  any  date  of  determination,  Revolving 

Credit Lenders having more than 50% of the sum of the (a) Outstanding Amount of all Revolving Credit 

Loans,  Swing  Line  Loans  and  all  L/C  Obligations  (with  the  aggregate  amount  of  each  Lender’s  risk 

participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by 

such  Lender  for  purposes  of  this  definition)  and  (b)  aggregate  unused  Revolving  Credit  Commitments; 

provided that unused Revolving Credit Commitment of, and the portion of the Outstanding Amount of all 

Revolving  Credit  Loans,  Swing  Line  Loans  and  all  L/C  Obligations  held  or  deemed  held  by,  any 

Defaulting  Lender  shall  be  excluded  for  purposes  of  making  a  determination  of  Required  Revolving 

Credit Lenders. 

         “Responsible  Officer”  means  the  chief  executive  officer,  president,  vice  president,  chief 

financial  officer,  treasurer,  general  counsel  or  other  similar  officer  of  a  Loan  Party  and,  as  to  any 

document  delivered  on  the  Closing  Date,  any  secretary  or  assistant  secretary  of  such  Loan  Party.    Any 

document  delivered  hereunder  that  is  signed  by  a  Responsible  Officer  of  a  Loan  Party  shall  be 

conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action 

on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted 

on behalf of such Loan Party. 

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         “Restricted  Cash”  means  cash  and  Cash  Equivalents  held  by  Restricted  Subsidiaries  that  are 

contractually restricted from being distributed to the Borrower, or that are subject to any Lien, other than 

nonconsensual  Liens  permitted  by  Section  7.01  and  Liens  permitted  by  Section 7.01(b),  clauses  (i)  and 

(ii) of Section 7.01(p), Section 7.01(q), Section 7.01(aa) (only to the extent the Obligations are secured by 

such cash and Cash Equivalents), Section 7.01(bb) (only to the extent the Obligations are secured by such 

cash and Cash Equivalents) and Section 7.01(cc) (only to the extent the Obligations are secured by such 

cash and Cash Equivalents). 

         “Restricted  Indebtedness”  means  (a)  the  Second  Lien  Term  Loans  and  the  Second  Lien 

Incremental Term Loans, (b) Permitted Ratio Debt of the type described in clauses (ii)(x) and (z) of the 

definition thereof, (c) Permitted Second Priority Refinancing Debt, (d) Permitted Unsecured Refinancing 

Debt,  (e)  Sponsor  Subordinated  Debt,  (f)  any  Indebtedness  of  the  Borrower  or  any  of  its  Restricted 

Subsidiaries that is subordinated in writing to the Obligations and (g) any Indebtedness of the Borrower 

and its Restricted Subsidiaries that is secured by a Lien on the Collateral that is junior to the Liens in the 

Collateral  securing  the  Obligations;  and  in  each  case  any  Indebtedness  arising  from  a  Permitted 

Refinancing of any of the foregoing. 

         “Restricted  Payment”  means  any  dividend  or  other  distribution  (whether  in  cash,  securities  or 

other property) with respect to any Equity Interest of the Borrower or any Restricted Subsidiary, or any 

payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on 

account  of  the  purchase,  redemption,  retirement,  defeasance,  acquisition,  cancellation  or  termination  of 

any  such  Equity  Interest,  or  on  account  of  any  return  of  capital  to  the  Borrower’s  or  a  Restricted 

Subsidiary’s stockholders, partners or members (or the equivalent Persons thereof). 

         “Restricted  Subsidiary”  means  any  Subsidiary  of  the  Borrower  other  than  an  Unrestricted 

Subsidiary. 

         “Restructuring  and  Integration  Costs”  means,  without  duplication,  (a)  business  optimization 

expenses and other restructuring and integration charges (which for the avoidance of doubt shall include, 

without  limitation,  the  effect  of  facility  closures,  retention  and  transition  costs,  severance  costs,  system 

establishment costs and costs in respect of excess pensions of the Borrower and its Restricted Subsidiaries 

and related consulting and advisory fees and expenses), (b) non-recurring upfront costs of projects that are 

factually  supportable  and  that  management  reasonably  expects  to  add  value  to  the  business  of  the 

Borrower  and  its  Restricted  Subsidiaries  and  (c)  the  costs  of  any  temporary  increase  (and  less  the  cost 

savings from any temporary decrease) in wage and hour levels as compared to standard levels pursuant to 

a formal program of the Borrower (determined on a pro forma basis as if the amount of such cost increase 

or cost reduction had had effect from the first day of the applicable Test Period). 

         “Revolver Extension Request” has the meaning provided in Section 2.16(b). 

         “Revolver Extension Series” has the meaning provided in Section 2.16(b). 

         “Revolving Commitment Increase” has the meaning set forth in Section 2.14(a). 

         “Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit 

Loans  of  the  same  Type  and,  in  the  case  of  Eurocurrency  Rate  Loans,  Bankers’  Acceptances  and  BA 

Equivalent  Loans,  having  the  same  Interest  Period  made  by  each  of  the  Revolving  Credit  Lenders 

pursuant to Section 2.01(b). 

         “Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to 

(a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations 

in L/C Obligations in respect of Letters of Credit and (c) purchase participations in Swing Line Loans, in 

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an  aggregate  principal  amount  at  any  one  time  outstanding  not  to exceed  the  amount  set  forth  opposite 

such  Lender’s  name  on  Schedule  1.01A  under  the  caption  “Revolving  Credit  Commitment”  or  in  the 

Assignment  and  Assumption  pursuant  to  which  such  Lender  becomes  a  party  hereto,  as  applicable,  as 

such  amount  may  be  adjusted  from  time  to  time  in  accordance  with  this  Agreement  (including  Section 

2.14).  The  aggregate  Revolving  Credit  Commitments  of  all  Revolving  Credit  Lenders  shall  be  Cdn. 

$125,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with 

the terms of this Agreement. 

         “Revolving  Credit  Exposure”  means,  as  to  each  Revolving  Credit  Lender,  the  sum  of  the 

amount of the outstanding principal amount of such Revolving Credit Lender’s Revolving Credit Loans 

and its Pro Rata Share or other applicable share provided for under this Agreement of the amount of the 

L/C Obligations and the Swing Line Obligations at such time. 

         “Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit 

Commitments at such time. 

         “Revolving  Credit  Lender”  means,  at  any  time,  any  Lender  that  has  a  Revolving  Credit 

Commitment  at  such  time  or,  if  the  Revolving  Credit  Commitments  have  terminated,  Revolving  Credit 

Exposure. 

         “Revolving Credit Loans” means any Revolving Credit Loan made pursuant to Section 2.01(b), 

Revolving  Commitment  Increases,  Other  Revolving  Credit  Loans  or  Extended  Revolving  Credit 

Commitments, as the context may require. 

         “Revolving  Credit  Note”  means  a  promissory  note  of  the  Borrower  payable  to  any  Revolving 

Credit  Lender  or  its  registered  assigns,  in  substantially  the  form  of  Exhibit  C-2  hereto,  evidencing  the 

aggregate  Indebtedness  of  the  Borrower  to  such  Revolving  Credit  Lender  resulting  from  the  Revolving 

Credit Loans made by such Revolving Credit Lender to the Borrower. 

         “S&P”  means  Standard  &  Poor’s  Financial  Services  LLC,  a  division  of  The  McGraw-Hill 

Companies, Inc., and any successor thereto. 

         “Same Day Funds” means immediately available funds. 

         “Schedule I Lender” means a Lender that is a Canadian chartered bank listed on Schedule I of 

the Bank Act (Canada).   

          “SEC”  means  the  U.S.  Securities  and  Exchange  Commission,  or  any  Governmental  Authority 

succeeding to any of its principal functions. 

         “Second  Lien  Incremental  Term  Loans”  means  the  “Incremental  Loans”  (or  equivalent) 

borrowed  by  the  Borrower  under,  and  as  such  term  (or  equivalent term)  is  defined  in,  the  Second  Lien 

Term Loan Facility Credit Agreement. 

         “Second  Lien  Term  Loan  Facility”  means  the  senior  secured  second  lien  term  loan  facility 

under the Second Lien Term Loan Facility Credit Agreement. 

         “Second  Lien  Term  Loan  Facility  Credit  Agreement”  means  the  Second  Lien  Credit 

Agreement  dated  as  of  the  Closing  Date,  as  the  same  may  be  amended,  modified,  refinanced  and/or 

restated  from  time  to  time  in  accordance  with  Section  7.09(b)(ii),  among  the  Borrower,  the  other 

guarantors from time to time party thereto, the lenders from time to time party thereto and Royal Bank of 

Canada, as administrative agent and collateral agent. 

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         “Second  Lien  Term  Loan  Facility  Documentation”  means  the  “Loan  Documents”,  as  such 

term is defined in the Second Lien Term Loan Facility Credit Agreement. 

         “Second Lien Term Loans” means the term loans borrowed by the Borrower under the Second 

Lien Term Loan Facility. 

         “Secured  Hedge  Agreement”  means  any  Swap  Agreement  permitted  under  Article  VII  that  is 

entered into by and between any Loan Party or any Restricted Subsidiary and any Hedge Bank. 

         “Secured  Parties”  means,  collectively,  the  Administrative  Agent,  the  Collateral  Agent,  the 

Lenders, the L/C Issuers, the Hedge Banks, the Cash Management Banks, the Supplemental Agents and 

each co-agent or sub-agent appointed by the Administrative Agent or Collateral Agent from time to time 

pursuant to Section 9.02. 

         “Securities Act” means the Securities Act of 1933, as amended. 

         “Security  Agreements”  means  the  Canadian  Security  Agreement,  the  Canadian  Pledge 

Agreement and/or the U.S. Security Agreement, as the context may require. 

         “Security Agreement Supplement” has the meaning set forth in the Security Agreement. 

         “Senior Debt Obligations” means Senior Obligations (as defined in the Junior Lien Intercreditor 

Agreement). 

         “Solicited Discount Proration” has the meaning set forth in Section 2.05(a)(v)(D)(3). 

         “Solicited          Discounted                         Prepayment                                         Amount”                                                           has                                                                          the                                                                                 meaning                                                                                        set                                                                                                     forth                                                                                                           in 

Section 2.05(a)(v)(D)(1). 

         “Solicited Discounted Prepayment Notice” means a written notice of the Borrower of Solicited 

Discounted  Prepayment  Offers  made  pursuant  to  Section 2.05(a)(v)(D)  substantially  in  the  form  of 

Exhibit L-6. 

         “Solicited Discounted Prepayment Offer” means the irrevocable written offer by each Lender, 

substantially  in  the  form  of  Exhibit L-7,  submitted  following  the  Administrative  Agent’s  receipt  of  a 

Solicited Discounted Prepayment Notice. 

         “Solicited  Discounted  Prepayment  Response  Date”  has  the  meaning  set  forth  in 

Section 2.05(a)(v)(D)(1). 

         “Solvent” and “Solvency” mean, with respect to any Person, on any date of determination, that 

on such date (a) the fair value of the assets of such Person and its Subsidiaries, on a consolidated basis, 

exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise, (b) the 

present fair saleable value of the property of such Person and its Subsidiaries, on a consolidated basis, is 

greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their 

debts  and  other  liabilities,  subordinated,  contingent  or  otherwise,  as  such  debts  and  other  liabilities 

become  absolute  and  matured, (c)  such  Person  and  its  Subsidiaries,  on  a  consolidated  basis, are  able to 

pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute 

and matured, (d) such Person and its Subsidiaries, on a consolidated basis, are not engaged in, and are not 

about to engage in, business for which they have unreasonably small capital and (e) solely with respect to 

any  Person  that  is  organized  under  the  Laws  of  Canada  or  any  province  or  territory  thereof,  (i)  the 

aggregate  property  of  such  Person  and  its  Subsidiaries,  on  a  consolidated  basis,  is,  at  a  fair  valuation, 

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sufficient, or, if disposed of at a fairly conducted sale under legal process, would be sufficient, to enable 

payment  of  all  its  obligations,  due  and  accruing  due,  (ii)  such  Person  and  its  Subsidiaries,  on  a 

consolidated basis, have not ceased paying their current obligations in the ordinary course of business as 

they generally become due, and (iii) such Person and its Subsidiaries, on a consolidated basis, are not for 

any reason unable to meet its obligations as they generally become due.  The amount of any contingent 

liability  at  any  time  shall  be  computed  as  the  amount  that  would  reasonably  be  expected  to  become  an 

actual and matured liability. 

         “SPC” has the meaning set forth in Section 10.07(i). 

         “Specified Default” means a Default under Section 8.01(a), (f) or (g). 

         “Specified Discount” has the meaning set forth in Section 2.05(a)(v)(B)(1). 

         “Specified          Discount                          Prepayment                                        Amount”                                                          has                                                                        the                                                                                meaning                                                                                       set                                                                                                    forth                                                                                                           in 

Section 2.05(a)(v)(B)(1). 

         “Specified  Discount  Prepayment  Notice”  means  a  written  notice  of  the  Borrower  Offer  of 

Specified  Discount  Prepayment  made  pursuant  to  Section 2.05(a)(v)(B)  substantially  in  the  form  of 

Exhibit L-8. 

         “Specified  Discount  Prepayment  Response”  means  the  irrevocable  written  response  by  each 

Lender, substantially in the form of Exhibit L-9, to a Specified Discount Prepayment Notice. 

         “Specified  Discount  Prepayment  Response  Date”  has  the  meaning  set  forth  in 

Section 2.05(a)(v)(B)(1). 

         “Specified Discount Proration” has the meaning set forth in Section 2.05(a)(v)(B)(3). 

         “Specified  Equity  Contribution”  means  any  cash  contribution  to  the  common  equity  of  the 

Borrower and/or any purchase or investment in an Equity Interest of the Borrower other than Disqualified 

Equity Interests. 

         “Specified Foreign Subsidiaries” means (i) Livingston Luxco S.a r.l., (ii) the direct or indirect 

Subsidiaries of Livingston Luxco S.a r.l. as of the Closing Date and (iii) the direct or indirect Subsidiaries 

of  Livingston  Luxco  S.a  r.l.  acquired  or  formed  after  the  Closing  Date  (other  than  Subsidiaries  of  the 

Borrower  that  are  not  direct  or  indirect  Subsidiaries  of  Livingston  Luxco  S.a  r.l.  (unless  otherwise 

constituting an Excluded Subsidiary)). 

         “Specified Term B-1 Escrow Condition” means, with respect to any request by the Borrower to 

the  Administrative  Agent  to  disburse  funds  to  the  Borrower  from  the  Specified  Term  B-1  Proceeds 

Account:  (a)  at the  time  of  the  applicable  withdrawal  and  after  giving  effect  to the  use  of  the  proceeds 

therefrom,  the  Consolidated  Total  Leverage  Ratio  on  a  Pro  Forma  Basis  is  equal  to  or  less  than  the 

Consolidated  Total  Leverage  Ratio  as  of  the  last  day  of  the  twelve-month  period  reflected  in  the  Pro 

Forma Financial Statements (on a Pro Forma Basis giving effect to the Transactions), (b) at the time of 

the applicable withdrawal and after giving effect to the use of the proceeds therefrom, the Consolidated 

First  Lien  Leverage  Ratio  on  a  Pro  Forma  Basis  is  equal  to  or  less  than  the  Consolidated  First  Lien 

Leverage  Ratio  as  of  the  last  day  of  the  twelve-month  period  reflected  in  the  Pro  Forma  Financial 

Statements  (on  a  Pro  Forma  Basis  giving  effect  to  the  Transactions)  and  (c)  the  Borrower  shall  have 

delivered  to  the  Administrative  Agent  a  duly  executed  certificate  from  a  Responsible  Officer  of  the 

Borrower certifying (i) that the proceeds from such disbursement shall be reasonably promptly applied to 

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a use in compliance with Section 6.17 hereof and (ii) compliance with the foregoing clauses (a) and (b) (a 

“Specified Term B-1 Withdrawal Notice”). 

         “Specified Term B-1 Proceeds” means the amount of any Initial Term B-1 Loans funded on the 

Closing Date in excess of U.S. $235,000,000.    

         “Specified Term B-1 Proceeds Account” has the meaning set forth in Section 2.01(c). 

         “Specified Term B-1 Termination Date” means the date that is 180 days following the Closing 

Date. 

         “Specified Term B-1 Withdrawal Date” has the meaning set forth in Section 2.01(c). 

         “Specified  Term  B-1  Withdrawal  Notice”  has  the  meaning  set  forth  in  the  definition  of 

“Specified Term B-1 Escrow Condition”. 

         “Specified  Transaction”  means  any  Investment,  Disposition,  incurrence  or  repayment  of 

Indebtedness,  Restricted  Payment,  Subsidiary  designation,  Incremental  Term  Loan  or  Revolving 

Commitment Increase in respect of which the terms of this Agreement require any test to be calculated on 

a  “Pro  Forma  Basis”;  provided  that  a  Revolving  Commitment  Increase,  for  purposes  of  this  “Specified 

Transaction” definition, shall be deemed to be fully drawn. 

         “Sponsors”  means  (i)  SCP  III  A/V  ONE,  L.P.,  a  fund  managed  by  Sterling  Capital,  and  (ii) 

Canada Pension Plan Investment Board. 

         “Sponsor Fund Affiliate” means any Affiliate of a Sponsor that is neither a portfolio company 

nor a company controlled by a portfolio company. 

         “Sponsor Holdcos” means CPPIB Sub and Canco. 

         “Sponsor Subordinated Debt” means unsecured Indebtedness (including any interest thereof) of 

the Borrower owing to any Sponsor, any Sponsor Fund Affiliate and/or any Sponsor Holdco that: (i) is 

contractually  subordinated  in  right  of  payment  to  the  Obligations  of  the  Loan  Parties  pursuant  to 

subordination  terms  that  are  customary  for  deeply  subordinated  affiliate  Indebtedness  (including 

unlimited  payment  and  remedies  standstill  periods  after  the  occurrence  of  any  Default  or  Event  of 

Default)  and,  in  any  case,  reasonably  satisfactory  to  the  Administrative  Agent;  (ii)  the  terms  of  which 

provide either for accrual or for payment of interest, fees and any other similar amounts, in kind or in cash 

solely with Restricted Payments to the extent permitted under Section 7.06; (iii) matures after, and does 

not  require  any  scheduled  amortization  or  other  scheduled  payments  of  principal,  fees  or  any  other 

amounts  prior to, the  date that  is  six  months  after the  Latest Maturity  Date; (iv)  by  its terms,  or  by  the 

terms of any security into which it is convertible or exchangeable or otherwise, would not be required for 

any reason to be redeemed, repurchased or repaid on or prior to the date that is six months after the Latest 

Maturity Date; provided that such Indebtedness may be payable upon demand so long as such payment is 

expressly  made  subject  to  Section  7.09(b)  and  any  successor  or  replacement  provision  thereto;  (v)  the 

terms of which do not provide for any (x) negative or financial maintenance covenants (or any other terms 

that have the effect of a negative or financial covenant) or (y) any cross-default to the Indebtedness under 

this  Agreement;  and  (vi)  has  other  terms  and  conditions  (including  all  economic  terms)  reasonably 

acceptable to the Administrative Agent. 

         “Submitted Amount” has the meaning set forth in Section 2.05(a)(v)(C)(1). 

         “Submitted Discount” has the meaning set forth in Section 2.05(a)(v)(C)(1). 

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         “Subordinated  Intercompany  Debt”  shall  have  the  meaning  assigned  to  such  term  in  Section 

7.03(e). 

         “Subsidiary”  of  a  Person  means  a  corporation,  partnership,  joint  venture,  limited  liability 

company or other business entity of which (i) a majority of the shares, securities or other interests having 

ordinary voting power for the election of directors or other governing body (other than shares, securities 

or  interests  having  such  power  only  by  reason  of  the  happening  of  a  contingency)  are  at  the  time 

beneficially owned, (ii) more than half of the issued share capital is at the time beneficially owned or (iii) 

the  management  of  which  is  otherwise  controlled,  directly  or  indirectly,  through  one  or  more 

intermediaries,  or  both,  by  such  Person.    Unless  otherwise  specified,  all  references  herein  to  a 

“Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. 

         “Supplemental Agent” has the meaning set forth in Section 9.13(a) and “Supplemental Agents” 

shall have the corresponding meaning. 

         “Swap Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative 

transactions,  forward  rate  transactions,  commodity  swaps,  commodity  options,  forward  commodity 

contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or 

forward  bond  or  forward  bond  price  or  forward  bond  index  transactions,  interest  rate  options,  forward 

foreign  exchange  transactions,  cap  transactions,  floor  transactions,  collar  transactions,  currency  swap 

transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar 

transactions  or  any  combination  of any  of  the foregoing  (including  any  options to  enter into  any  of  the 

foregoing), whether or not any such transaction is governed by or subject to any master agreement, and 

(b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and 

conditions of,  or  governed  by,  any  form  of  master  agreement  published  by  the  International  Swaps  and 

Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master 

agreement  (any  such  master  agreement,  together  with  any  related  schedules,  a  “Master  Agreement”), 

including any such obligations or liabilities under any Master Agreement. 

         “Swap Termination Value” means, in respect of any one or more Swap Agreements, after taking 

into  account the  effect  of  any  legally  enforceable  netting  agreement relating  to  such  Swap  Agreements, 

(a) for any date on or after the date such Swap Agreements have been closed out and termination value(s) 

determined  in  accordance  therewith,  such  termination  value(s),  and  (b)  for  any  date  prior  to  the  date 

referenced  in  clause  (a),  the  amount(s)  determined  as  the  mark-to-market  value(s)  for  such  Swap 

Agreements,  as  determined  based  upon  one  or  more  mid-market  or  other  readily  available  quotations 

provided  by  any  recognized  dealer  in  such  Swap  Agreements  (which  may  include  a  Lender  or  any 

Affiliate of a Lender). 

         “Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04. 

         “Swing  Line  Facility”  means  the  swing  line  loan  facility  made  available  by  the  Swing  Line 

Lenders pursuant to Section 2.04. 

         “Swing Line Lender” means Royal Bank of Canada, in its capacity as provider of Swing Line 

Loans or any successor swing line lender hereunder. 

         “Swing Line Loan” has the meaning set forth in Section 2.04(a). 

         “Swing  Line  Loan  Notice”  means  a  notice  of  a  Swing  Line  Borrowing  pursuant  to  Section 

2.04(b), which, if in writing, shall be substantially in the form of Exhibit B-1. 

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         “Swing Line Note” means a promissory note of the Borrower payable to the Swing Line Lender 

or  its  registered  assigns,  in  substantially  the  form  of  Exhibit  C-3  hereto,  evidencing  the  aggregate 

Indebtedness of the Borrower to the Swing Line Lender resulting from the Swing Line Loans. 

         “Swing  Line  Obligations”  means,  as  at  any  date  of  determination,  the  aggregate  principal 

amount of all Swing Line Loans outstanding. 

         “Swing Line Sublimit” means an amount equal to the lesser of (a) Cdn. $15,000,000 and (b) the 

aggregate amount of the Revolving Credit Commitments.  The Swing Line Sublimit is part of, and not in 

addition to, the Revolving Credit Commitments. 

         “Syndication  Agent”  means  Bank  of  Montreal,  in  its  capacity  as  syndication  agent  under  this 

Agreement. 

         “Tax Act” means the Income Tax Act (Canada) and the regulations promulgated thereunder. 

         “Taxes” has the meaning set forth in Section 3.01(a). 

         “Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type 

and, in the case of Eurocurrency Rate Loans, Bankers’ Acceptances or BA Equivalent Loans, having the 

same Interest Period made by each of the Term Lenders pursuant to Section 2.01. 

         “Term Commitment” means, as to each Term Lender, its obligation to make a Term Loan to the 

Borrower  hereunder,  expressed  as  an  amount  representing  the  maximum  principal  amount  of  the  Term 

Loan to be made by such Term Lender under this Agreement, as such commitment may be (a) reduced 

from time to time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to (i) 

assignments by or to such Term Lender pursuant to an Assignment and Assumption, (ii) an Incremental 

Amendment, (iii) a Refinancing Amendment or (iv) an Extension. 

         “Term B-1 Lender” means, at any time, any Lender that has an Initial Term B-1 Commitment or 

an Initial Term B-1 Loan at such time. 

         “Term B-2 Lender” means, at any time, any Lender that has an Initial Term B-2 Commitment or 

a Term B-2 Loan at such time. 

         “Term Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan at 

such time. 

         “Term Loans” means any Initial Term Loan, Incremental Term Loan, Refinancing Term Loan or 

Extended Term Loan, as the context may require. 

         “Term Loan Extension Request” has the meaning provided in Section 2.16(a). 

         “Term Loan Extension Series” has the meaning provided in Section 2.16(a). 

         “Term Loan Increase” has the meaning provided in Section 2.14(a). 

         “Term  Note”  means  a  promissory  note  of  the  Borrower  payable  to  any  Term  Lender  or  its 

registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness 

of the Borrower to such Term Lender resulting from the Term Loans made by such Term Lender. 

         “Test  Period”  means,  for  any  date  of  determination  under  this  Agreement,  the  latest  four 

consecutive  fiscal  quarters  of  the  Borrower  for  which  financial  statements  have  been  delivered  to  the 

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Administrative Agent on or prior to the Closing Date and/or for which financial statements are required to 

be delivered pursuant to Section 6.01, as applicable. 

         “Threshold Amount” means $10,000,000. 

         “Total  Outstandings”  means  the  aggregate  Outstanding  Amount  of  all  Loans  and  all  L/C 

Obligations. 

         “Transaction  Expenses”  means  any  fees  or  expenses  incurred  or  paid  by  the  Sponsors,  the 

Borrower or any of its (or their) Subsidiaries in connection with the Transactions (including expenses in 

connection  with  hedging  transactions related to  the  Facilities and any  original issue  discount  or  upfront 

fees),  this  Agreement  and  the  other  Loan  Documents,  the  Second  Lien  Term  Loan  Facility 

Documentation and the transactions contemplated hereby and thereby. 

         “Transactions” means, collectively, (a) the borrowing and the funding of the Second Lien Term 

Loans and the execution and delivery of Second Lien Term Loan Facility Documentation entered into on 

the Closing Date, (b) the funding of the Initial Term Loans and any Initial Revolving Borrowing on the 

Closing Date and the execution and delivery of Loan Documents entered into on the Closing Date, (c) the 

Refinancing and (d) the payment of Transaction Expenses. 

         “Treasury Services Agreement” means any agreement between the Borrower or any Restricted 

Subsidiary and any Cash Management Bank relating to treasury, depository, credit card, debit card, stored 

value cards, purchasing or procurement cards and cash management services or automated clearinghouse 

transfer of funds or any similar services. 

         “Transferred Guarantor” has the meaning set forth in Section 11.10. 

         “Type” means, with respect to a Loan, its character as a Canadian Prime Rate Loan, Base Rate 

Loan, a Eurocurrency Rate Loan, a Bankers’ Acceptance or a BA Equivalent Loan. 

         “Unaudited  Financial  Statements”  means  the  unaudited  consolidated  balance  sheets  of  the 

Borrower and its Subsidiaries as of March 31, 2012, June 30, 2012 and September 30, 2012 and related 

consolidated  statements  of  income,  shareholders’  equity  and  cash  flows  of  the  Borrower  and  its 

Subsidiaries for the year to date period ended March 31, 2012, June 30, 2012 and September 30, 2012. 

         “Uniform  Commercial  Code”  or  “UCC”  means  the  Uniform  Commercial  Code  as  the  same 

may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar 

code or statute) of another U.S. jurisdiction, to the extent it may be required to apply to any item or items 

of Collateral. 

         “United States” and “U.S.” mean the United States of America. 

         “Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i). 

         “Unrestricted  Subsidiary”  means  any  Subsidiary  of  the  Borrower  designated  by  the  board  of 

directors  of  the  Borrower  as  an  Unrestricted  Subsidiary  pursuant  to  Section  7.12  subsequent  to  the 

Closing Date. 

         “Unsecured Guarantors” means, collectively, the Specified Foreign Subsidiaries with respect to 

which  the  Borrower  elects  to  not  provide  valid  and  perfected  security  interests  in  all  applicable 

jurisdictions  in  all  or  substantially  all  assets  thereof  pursuant  to  the  definition  of  “Collateral  and 

Guarantee Requirement”; provided that the total assets or annual EBITDA of all Immaterial Subsidiaries 

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and  Unsecured  Guarantors,  taken  together,  shall  not  exceed  15.0%  of  Consolidated  Total  Assets  and 

EBITDA,  respectively,  of  the  Borrower  and  its  Restricted  Subsidiaries  (in  each  case  calculated  for  the 

most recently-ended Test Period). 

         “U.S. Dollars” and “U.S. $” mean lawful money of the United States. 

         “U.S. Dollar Equivalent” means, on any date of determination, (a) with respect to any amount in 

U.S.  Dollars,  such amount,  and (b)  with respect to any  amount  in  any  other  currency,  the  equivalent in 

U.S. Dollars of such amount, determined by the Administrative Agent pursuant to Section 1.09 using the 

Exchange Rate with respect to such currency at the time in effect under the provisions of such Section. 

         “U.S.  Pension  Plan”  means  any  “employee  pension  benefit  plan”  (as  such  term  is  defined  in 

Section  3(2)  of  ERISA),  other  than  a  Multiemployer  Plan,  that  is  subject  to  Title  IV  of  ERISA  and  is 

sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any 

ERISA Affiliate contributes or has an obligation to contribute, or in the case of a  multiple employer or 

other  plan  described  in  Section  4064(a)  of  ERISA,  has  made  contributions  at  any  time  during  the 

immediately preceding five (5) plan years. 

         “U.S. Security Agreement” means the First Lien U.S. Security Agreement, substantially in the 

form  of  Exhibit  F-3,  dated  as  of  the  Closing  Date,  among  the  Borrower,  certain  subsidiaries  of  the 

Borrower and the Collateral Agent. 

         “USA  Patriot  Act”  means  the  Uniting  and  Strengthening  America  by  Providing  Appropriate 

Tools  Required  to  Intercept  and  Obstruct  Terrorism  Act  of  2001,  Public  Law  10756,  as  amended  or 

modified from time to time. 

         “Vastera Acquisition” means the acquisition set forth in the Vastera Stock Purchase Agreement 

and  the  Vastera  Asset  Transfer  Agreement  by  the  Borrower,  directly  or  through  wholly-owned 

Subsidiaries of the Borrower from JPMorgan Chase Bank, N.A. and certain of its Affiliates.  

         “Vastera  Asset  Transfer  Agreement”  means  the  asset  transfer  agreement  in  respect  of  the 

Vastera Acquisition dated as of December 19, 2011 among, inter alia, the Borrower and JPMorgan Chase 

Bank, N.A. and certain of its Affiliates, as may be amended from time to time.  

         “Vastera  Stock  Purchase  Agreement”  means  the  stock  purchase  agreement  in  respect  of  the 

Vastera  Acquisition  dated  December  19,  2011  among,  inter  alia,  the  Borrower  and  JPMorgan  Chase 

Bank, N.A. and certain of its Affiliates, as may be amended from time to time. 

         “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the 

number of years obtained by dividing:  (i) the sum of the products obtained by multiplying (a) the amount 

of each then remaining installment, sinking fund, serial maturity or other required payments of principal, 

including  payment  at  final  maturity,  in  respect  thereof,  by  (b)  the  number  of  years  (calculated  to  the 

nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then 

outstanding principal amount of such Indebtedness. 

         “wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all 

of  the  outstanding  Equity  Interests  of  which  (other  than  (x)  director’s  qualifying  shares  and  (y)  shares 

issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by 

one or more wholly owned Subsidiaries of such Person. 

         “Wind Up Deficiency” means, with respect to any Canadian DB Plan, the amount representing 

the  wind  up  deficiency  as  reflected  in  the  most  recently  filed  actuarial  valuation  until  such  time  as  the 

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actual  wind  up  deficiency  for  such  Canadian  DB  Plan  is  finalized  in  the  wind  up  report  filed  with  the 

regulator and, thereafter, such finalized amount. 

         “Working  Capital”  means,  with  respect  to  the  Borrower  and  its  Restricted  Subsidiaries  on  a 

consolidated  basis  at  any  date  of  determination,  Current  Assets  at  such  date  of  determination  minus 

Current Liabilities at such date of determination; provided that, for purposes of calculating Excess Cash 

Flow,  increases  or  decreases  in  Working  Capital  shall  be  calculated  without  regard  to  any  changes  in 

Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of 

assets  or  liabilities,  as  applicable,  between  current  and  noncurrent  or  (b)  the  effects  of  purchase 

accounting. 

                  SECTION 1.02                                                      Other Interpretive Provisions. With reference to this Agreement and each 

other Loan Document, unless otherwise specified herein or in such other Loan Document: 

                           (a)                           The meanings of defined terms are equally applicable to the singular and 

         plural forms of the defined terms. 

                           (b)                                                          The  words  “herein,”  “hereto,”  “hereof”  and  “hereunder”  and  words  of 

         similar import when used in any Loan Document shall refer to such Loan Document as a whole 

         and not to any particular provision thereof. 

                           (c)                           Article,  Section,  Exhibit  and  Schedule  references  are  to  the  Loan 

         Document in which such reference appears. 

                           (d)                                                          The term “including” is by way of example and not limitation. 

                           (e)                           The  term  “documents”  includes  any  and  all  instruments,  documents, 

         agreements,  certificates,  notices,  reports,  financial  statements  and  other  writings,  however 

         evidenced, whether in physical or electronic form. 

                           (f)                           In  the  computation  of  periods  of  time  from  a  specified  date  to  a  later 

         specified  date,  the  word  “from”  means  “from  and  including;”  the  words  “to”  and  “until”  each 

         mean “to but excluding;” and the word “through” means “to and including.” 

                           (g)                                                          Section  headings  herein  and  in  the  other  Loan  Documents  are  included 

         for convenience of reference only and shall not affect the interpretation of this Agreement or any 

         other Loan Document. 

                           (h)                           All other terms contained in this Agreement shall have when the context 

         so indicates the meanings provided for by the UCC or the PPSA to the extent the same are used 

         or defined therein.  For purposes of any Collateral located in the Province of Quebec or charged 

         by any deed of hypothec or any other Collateral Document and for all other purposes pursuant to 

         which the interpretation or construction of Collateral Document may be subject to the laws of the 

         Province  of  Quebec  or  court  or  tribunal  exercising  jurisdiction  in  the  Province  of  Quebec,  (i) 

         “personal property” shall be deemed to include “movable property”, (ii) “real property” shall be 

         deemed  to  include  “immovable  property”  and  an  “easement”  shall  be  deemed  to  include 

         “servitude”,  (iii)  “tangible  property”  shall  be  deemed  to  include  “corporeal  property”,  (iv) 

         “intangible  property”  shall  be  deemed  to  include  “incorporeal  property”,  (v)  “security  interest” 

         and “mortgage” shall be deemed to include a “hypothec”, (vi) all references to filing, registering 

         or recording financing statements or other required documents under the UCC or the PPSA shall 

         be deemed to include publication under the Civil Code of Quebec and all references to releasing 

         any  Lien  shall  be deemed  to  include  a release,  discharge  and  mainlevee  of  a hypothec,  (vii)  all 

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         references  to  perfection  of  or  perfected  Liens  shall  be  deemed  to  include  reference  to  the 

         opposability of such Liens to third parties, (viii) any right of “offset”, “right of setoff” or similar 

         expression shall be deemed to include a “right of compensation”, (ix) “goods” shall be deemed to 

         include  “corporeal  movable  property”,  other than  chattel paper,  documents  of  title, instruments, 

         money and securities and (x) an “agent” shall be deemed to include a “mandatary”. 

                  SECTION 1.03                                                      Accounting Terms.  

                           (a)                           If,  after  the  date  of  this  Agreement,  there  shall  occur  any  change  in 

         GAAP from those used in the preparation of the Audited Financial Statements and such change 

         shall result in a change in the method of calculation of any financial covenant, standard or term 

         found  in  this  Agreement,  either  the  Borrower  or  the  Required  Lenders  may  by  notice  to  the 

         Lenders  and  the  Borrower,  respectively,  require that  the  Lenders  and the  Borrower  negotiate in 

         good faith to amend such covenants, standards, and terms so as equitably to reflect such change in 

         accounting  principles,  with  the  desired  result  being  that  the  criteria  for  evaluating  the  financial 

         condition of the Borrower and its Subsidiaries shall be the same as if such change had not been 

         made.    No  delay  by  the  Borrower  or  the  Required  Lenders  in  requiring  such  negotiation  shall 

         limit  their  right  to  so  require  such  a  negotiation  at  any  time  after  such  a  change  in  accounting 

         principles.    Until  any  such  covenant,  standard,  or  term  is  amended  in  accordance  with  this 

         Section,  financial  covenants  shall  be  computed  and  determined  in  accordance  with  GAAP  in 

         effect  prior  to  such  change  in  accounting  principles.    Without  limiting  the  generality  of  the 

         foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant 

         hereunder  nor  out  of  compliance  with  any  financial  covenant  hereunder  if  such  state  of 

         compliance  or  noncompliance,  as  the  case  may  be,  would  not  exist  but  for  the  occurrence  of  a 

         change  in  accounting  principles  after  the  date  hereof.    Without  limiting  the  generality  of  the 

         foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant 

         hereunder  nor  out  of  compliance  with  any  financial  covenant  hereunder  if  such  state  of 

         compliance  or  noncompliance,  as  the  case  may  be,  would  not  exist  but  for  the  occurrence  of  a 

         change in accounting principles after the date hereof.  Whenever in this Agreement it is necessary 

         to determine whether a lease is a capital lease or an operating lease, such determination shall be 

         made on the basis of GAAP as in effect on the Closing Date.  GAAP shall be construed, and all 

         computations of amounts and ratios referred to herein shall be made, without giving effect to any 

         election  under  FASB  ASC  Topic  825  (or  any  other  Financial  Accounting  Standard  having  a 

         similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any of its 

         Subsidiaries  at  “fair  value,”  as  defined  therein,  and  Indebtedness  shall  be  measured  at  the 

         aggregate principal amount thereof. 

                           (b)                                                          Notwithstanding  anything  to  the  contrary  herein,  for  purposes  of 

         determining  compliance  with  any  test  or  covenant  contained  in  this  Agreement  (other  than 

         compliance with Section 7.10) with respect to any period during which any Specified Transaction 

         occurs,  the  Consolidated  First  Lien  Leverage  Ratio,  Consolidated  Secured  Leverage  Ratio  and 

         Consolidated  Total  Leverage  Ratio  shall  be  calculated  with  respect  to  such  period  and  such 

         Specified Transaction on a Pro Forma Basis. 

                  SECTION 1.04                  Rounding.  Any  financial  ratios  required  to  be  maintained  by  the 

Borrower  pursuant  to  this  Agreement  (or  required  to  be  satisfied  in  order  for  a  specific  action  to  be 

permitted under this Agreement) shall be calculated by dividing the appropriate component by the other 

component,  carrying  the  result  to  one  place  more  than  the  number  of  places  by  which  such  ratio  is 

expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is 

no nearest number). 

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                  SECTION 1.05                  References  to  Agreements,  Laws,  Etc.  Unless  otherwise  expressly 

provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) 

and  other  contractual  instruments  shall  be  deemed  to  include  all  subsequent  amendments,  restatements, 

extensions,  supplements  and  other  modifications  thereto,  but  only  to  the  extent  that  such  amendments, 

restatements, extensions, supplements and other modifications are permitted by the Loan Documents; and 

(b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, 

replacing, supplementing or interpreting such Law. 

                  SECTION 1.06                  Times of Day. Unless otherwise specified, all references herein to times 

of day shall be references to Eastern time (daylight or standard, as applicable). 

                  SECTION 1.07                                                      Timing of Payment or Performance. When the payment of any obligation 

or the performance of any covenant, duty or obligation is stated to be due or performance required on a 

day which is not a Business Day, the date of such payment (other than as described in the definition of 

Interest Period) or performance shall extend to the immediately succeeding Business Day. 

                  SECTION 1.08                  Cumulative  Retained  Excess  Cash  Flow  Transactions.  If  more  than  one 

action  occurs  on  any  given  date  the  permissibility  of  the  taking  of  which  is  determined  hereunder  by 

reference to the amount of the Cumulative Retained Excess Cash Flow Amount immediately prior to the 

taking  of  such  action,  the  permissibility  of  the  taking  of  each  such  action  shall  be  determined 

independently and in no event may any two or more such actions be treated as occurring simultaneously. 

                  SECTION 1.09                                                      Currencies  Generally.  (a)  With  respect  to  currency  equivalency 

determinations made in connection with Letters of Credit (including the calculation of any participation 

amounts in respect thereof), the Administrative Agent shall determine the Canadian Dollar Equivalent of 

any Letter of Credit or other amounts in respect thereof as of each date (with such date to be reasonably 

determined  by  the  Administrative  Agent)  that  is  on  or  about  the  date  of  each  request  for  the  issuance, 

amendment, renewal or extension of such Letter of Credit, or such other applicable date on which such 

determination  is  required,  using  the  Exchange  Rate  for  the  applicable  currency  in  relation  to  Canadian 

Dollars  in  effect  on  the  date  of  determination,  and  each  such  amount  shall  be  the  Canadian  Dollar 

Equivalent of such Letter of Credit or other amount until the next required calculation thereof pursuant to 

this Section 1.09(a)). 

                           (b)                           With respect to currency equivalency determinations made in connection 

         with  Loans  and  Commitments  under  the  Revolving  Credit  Facility  or  Swing  Line  Facility 

         (including  the  calculation  of  any  participation  amounts  or  “Pro  Rata  Share”  in  each  case  in 

         respect thereof), the Administrative of Agent shall determine the Canadian Dollar Equivalent of 

         any  Borrowing  denominated  in  U.S.  Dollars  as  of  each  date  (with  such  date  to  be  reasonably 

         determined  by  the  Administrative  Agent)  that  is  on  or  about  the  date  of  a  Request  for  Credit 

         Extension, or such other applicable date on which such determination is required, with respect to 

         such Borrowing, in each case using the Exchange Rate for U.S. Dollars in relation to Canadian 

         Dollars in effect on the date of determination, and each such amount shall be the Canadian Dollar 

         Equivalent of such Borrowing or other amount until the next required calculation thereof pursuant 

         to this Section 1.09(b). 

                           (c)                           With respect to currency equivalency determinations made in connection 

         with the Term Loans (including the calculation of any participation amounts or “Pro Rata Share” 

         in  each  case  in  respect  thereof),  the  Administrative  of  Agent  shall  determine  the  U.S.  Dollar 

         Equivalent of any Borrowing denominated in Canadian Dollars as of each date (with such date to 

         be reasonably determined by the Administrative Agent) that is on or about the date of a Request 

         for Credit Extension, or such other applicable date on which such determination is required, with 

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         respect to such Borrowing, in each case using the Exchange Rate for Canadian Dollars in relation 

         to  U.S.  Dollars  in  effect  on  the  date  of  determination,  and  each  such  amount  shall  be  the  U.S. 

         Dollar Equivalent of such Borrowing or other amount until the next required calculation thereof 

         pursuant to this Section 1.09(c).  

                  SECTION 2.01                  The Loans.  

                           (a)                                                          The  Term  Borrowings.    Subject  to  the  terms  and  conditions  set  forth 

         herein, (i) each Term B-1 Lender severally agrees to make to the Borrower on the Closing Date 

         term loans denominated in U.S. Dollars in an aggregate amount not to exceed the amount of such 

         Term  B-1  Lender’s  Initial  Term  B-1  Commitment    and  (ii)  each  Term  B-2  Lender  severally 

         agrees to make to the Borrower on the Closing Date term loans denominated in Canadian Dollars 

         in  an  aggregate  amount  not  to  exceed  the  amount  of  such  Term  B-2  Lender’s  Initial  Term  B-2 

         Commitment.    Amounts  borrowed  under this  Section  2.01(a)  and  repaid  or  prepaid  may  not  be 

         reborrowed.    Initial  Term  B-1  Loans  may  be  Base  Rate  Loans  or  Eurocurrency  Rate  Loans,  as 

         further  provided  herein.    Initial  Term  B-2  Loans  may  be  Canadian  Prime  Rate  Loans  or  BA 

         Equivalent Loans, or available in the form of Bankers’ Acceptances, as further provided herein. 

                           (b)                                                          The  Revolving  Credit  Borrowings.    Subject  to  the  terms  and  conditions 

         set  forth  herein  each  Revolving  Credit  Lender  severally  agrees  to  make  revolving  credit  loans 

         denominated  in  U.S.  Dollars  or  Canadian  Dollars  to  the  Borrower  from  its  applicable  Lending 

         Office  (each  such  loan,  a  “Revolving  Credit  Loan”)  from  time  to  time  as  elected  by  the 

         Borrower pursuant to Section 2.02, on any Business Day during the period from the Closing Date 

         until  the  Maturity  Date  with  respect  to  such  Revolving  Credit  Lender’s  applicable  Revolving 

         Credit Commitment, in an aggregate principal amount not to exceed at any time outstanding the 

         amount of such Lender’s Revolving Credit Commitment at such time; provided that after giving 

         effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving 

         Credit Loans of any Lender, plus such Lender’s Pro Rata Share or other applicable share provided 

         for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s 

         Pro  Rata  Share  or  other  applicable  share  provided for  under  this  Agreement  of  the  Outstanding 

         Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment.  

         Within the limits of each Lender’s Revolving Credit Commitments, and subject to the other terms 

         and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 

         2.05, and reborrow under this Section 2.01(b).  Revolving Credit Loans may be Canadian Prime 

         Rate Loans, Base Rate Loans, Eurocurrency Rate Loans or BA Equivalent Loans, or available in 

         the form of Bankers’ Acceptances, as further provided herein. 

                           (c)                                                          Specified  Term  B-1  Proceeds.    Notwithstanding  anything  in  this 

         Agreement  to  the  contrary,  all  Specified  Term  B-1  Proceeds  shall  be  deposited  in  an  interest-

         bearing  segregated  deposit  account  with  the  Administrative  Agent  (the  “Specified  Term  B-1 

         Proceeds Account”) and held by the Administrative Agent as cash Collateral for the benefit of 

         the Secured Parties.  The Term B-1 Proceeds Account shall be a blocked account in the name of 

         the Administrative Agent and under the sole dominion and control of the Administrative Agent, 

         subject to the terms of this Agreement.  Amounts in the Specified Term B-1 Proceeds Account 

         shall be disbursed by the Administrative Agent to the Borrower, from time to time on or after the 

         Closing  Date  and  on  or  prior  to  the  Specified  Term  B-1  Termination  Date,  as  directed  by  the 

         Borrower (the date of each such withdrawal, a “Specified Term B-1 Withdrawal Date”), subject 

         solely to satisfaction of the Specified Term B-1 Escrow Condition on each such Specified Term 

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         B-1 Withdrawal Date.  The Administrative Agent shall disburse funds from the Specified Term 

         B-1 Proceeds Account in accordance with a Specified Term B-1 Withdrawal Notice on the same 

         Business  Day  as  such  notice  is  received  by  the  Administrative  Agent;  provided  that  the 

         Administrative Agent shall have no obligation to disburse such funds on such day if such notice is 

         received  by  the  Administrative  Agent  after  1:00  p.m.  (New  York  City  time)  on  such  day  (in 

         which case, such funds shall be disbursed on the next following Business Day, unless otherwise 

         agreed  by  the  Administrative  Agent).    The  Administrative  Agent  shall  have  no  obligation  to 

         invest or reinvest any funds deposited in the Specified Term B-1 Proceeds Account and interest 

         accruing on any such funds shall be deposited into the Specified Term B-1 Proceeds Account and 

         held as additional cash Collateral.  

                  SECTION 2.02                                                      Borrowings, Conversions and Continuations of Loans.  

                           (a)                           Each  Term  Borrowing,  each  Revolving  Credit  Borrowing,  each 

         conversion  of  Term  Loans  or  Revolving  Credit  Loans  from  one  Type  to  the  other,  and  each 

         continuation  of  Eurocurrency  Rate  Loans,  Bankers’  Acceptances  or  BA  Equivalent  Loans  shall 

         be  made  upon  the  Borrower’s  irrevocable  notice  to  the  Administrative  Agent,  which  may  be 

         given  by  telephone.    Each  such  notice  must  be  received  by  the  Administrative  Agent  not  later 

         than 12:00 noon New York City time (i) three (3) Business Days prior to the requested date of 

         any  Borrowing  or  continuation  of  Eurocurrency  Rate  Loans,  Bankers’  Acceptances  or  BA 

         Equivalent  Loans  or  any  conversion  of  Canadian  Prime  Rate  Loans  or  Base  Rate  Loans  to 

         Eurocurrency  Rate  Loans,  Bankers’  Acceptances  or  BA  Equivalent  Loans,  and  (ii)  one  (1) 

         Business Day before the requested date of any Borrowing of Canadian Prime Rate Loans or Base 

         Rate Loans; provided that the notice referred to in subclause (i) above may be delivered no later 

         than one (1) Business Day prior to the Closing Date in the case of initial Credit Extensions made 

         on  the  Closing  Date.    Each  telephonic  notice  by  the  Borrower  pursuant  to  this  Section  2.02(a) 

         must  be  confirmed  promptly  by  delivery  to  the  Administrative  Agent  of  a  written  Committed 

         Loan  Notice,  appropriately  completed  and  signed  by  a  Responsible  Officer  of  the  Borrower.  

         Except  as  provided  in  Section  2.14(a),  each  Borrowing  of,  conversion  to  or  continuation  of 

         Eurocurrency Rate Loans shall be in a minimum principal amount of Cdn. $1,000,000, or a whole 

         multiple  of  Cdn.  $500,000  in  excess  thereof  (or  U.S.  $1,000,000,  or  a  whole  multiple  of  U.S. 

         $500,000 in excess thereof, as applicable).  Each Borrowing of, conversion to or continuation of 

         Bankers’  Acceptances  and  BA  Equivalent  Loans  shall  be  in  a  principal  amount  of  Cdn. 

         $1,000,000  or  a  whole  multiple  of  Cdn.  $500,000  in  excess  thereof.    Except  as  provided  in 

         Section  2.03(c),  2.04(c)  or  2.14(a),  each  Borrowing  of  or  conversion  to  Canadian  Prime  Rate 

         Loans or Base Rate Loans shall be in a minimum principal amount of Cdn. $500,000 or a whole 

         multiple  of  Cdn.  $100,000  in  excess  thereof  (or  U.S.  $500,000,  or  a  whole  multiple  of  U.S. 

         $100,000 in excess thereof, as applicable).  Each Committed Loan Notice (whether telephonic or 

         written)  shall  specify  (i)  whether  the  Borrower  is  requesting  a  Term  Borrowing,  a  Revolving 

         Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the 

         other,  or  a  continuation  of  Eurocurrency  Rate  Loans,  Bankers’  Acceptances  or  BA  Equivalent 

         Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be 

         (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or 

         continued,  (iv)  the  currency  of  Loans  to  be  borrowed,  converted  or  continued,  (v)  the  Type  of 

         Loans  to  be  borrowed  or  to  which  existing  Term  Loans  or  Revolving  Credit  Loans  are  to  be 

         converted,  and  (vi)  if  applicable,  the  duration  of  the  Interest  Period  with  respect  thereto.  If  the 

         Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely 

         notice  requesting  a  conversion  or  continuation,  then  the  applicable  Term  Loans  or  Revolving 

         Credit Loans shall be made as, or converted to, Base Rate Loans or Canadian Prime Rate Loans, 

         as applicable.  Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans 

         shall  be  effective  as  of  the  last  day  of  the  Interest  Period  then  in  effect  with  respect  to  the 

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         applicable  Eurocurrency  Rate  Loans,  Bankers’  Acceptances  or  BA  Equivalent  Loans.    If  the 

         Borrower  requests  a  Borrowing  of,  conversion  to,  or  continuation  of  Eurocurrency  Rate  Loans, 

         Bankers’ Acceptances or BA Equivalent Loans in any such Committed Loan Notice, but fails to 

         specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. 

                           (b)                           Following  receipt  of  a  Committed  Loan  Notice,  the  Administrative 

         Agent shall promptly notify each Lender of the amount of its Pro Rata Share or other applicable 

         share provided for under this Agreement of the applicable Class of Loans, and if no timely notice 

         of  a  conversion  or  continuation  is  provided  by  the  Borrower,  the  Administrative  Agent  shall 

         notify  each  Lender  of  the  details  of  any  automatic  conversion  to  Base  Rate  Loans  or  Canadian 

         Prime Rate Loans or continuation described in Section 2.02(a).  In the case of each Borrowing, 

         each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent 

         in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business 

         Day  specified  in  the  applicable  Committed  Loan  Notice;  provided  that  in  relation  to  Bankers’ 

         Acceptances and BA Equivalent Loans, the Administrative Agent shall credit to the Borrower’s 

         account on the applicable date of a Borrowing the BA Proceeds less the applicable BA Fee with 

         respect  to  each  Bankers’  Acceptance  purchased  and  each  BA  Equivalent  Loan  advanced  by  a 

         Lender, as more particularly described in Section 2.18.  The Administrative Agent shall make all 

         funds so received available to the Borrower in like funds as received by the Administrative Agent 

         by  wire  transfer  of  such  funds  in  accordance  with  instructions  provided  to  (and  reasonably 

         acceptable to) the Administrative Agent by the Borrower. 

                           (c)                           Except  as  otherwise  provided  herein,  a  Eurocurrency  Rate  Loan, 

         Bankers’ Acceptance or BA Equivalent Loan may be continued or converted only on the last day 

         of  an  Interest  Period for  such  Eurocurrency  Rate  Loan,  Bankers’  Acceptance  or  BA  Equivalent 

         Loan  unless  the  Borrower  pays  the  amount  due,  if  any,  under  Section  3.05  in  connection 

         therewith. During the existence of an Event of Default, the Administrative Agent or the Required 

         Lenders may require that no Loans may be converted to or continued as Eurocurrency Rate Loans 

         Bankers’ Acceptances or BA Equivalent Loans, as applicable. 

                           (d)                           The  Administrative  Agent  shall  promptly  notify  the  Borrower  and  the 

         Lenders  of  the  interest  rate  applicable  to  any  Interest  Period  for  Eurocurrency  Rate  Loans, 

         Bankers’  Acceptances  and BA  Equivalent  Loans  upon  determination  of  such  interest rate.   The 

         determination  of  the  Eurocurrency  Rate  and  the  BA  Rate  by  the  Administrative  Agent  shall  be 

         conclusive in the absence of manifest error.  At any time that Base Rate Loans or Canadian Prime 

         Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders 

         of any change in the prime rate used in determining the Base Rate or the Canadian Prime Rate 

         promptly following the announcement of such change. 

                           (e)                                                          After  giving  effect  to  all  Term  Borrowings,  all  Revolving  Credit 

         Borrowings,  all  conversions  of  Term  Loans  or  Revolving  Credit  Loans  from  one  Type  to  the 

         other,  and  all  continuations  of  Term  Loans  or  Revolving  Credit  Loans  as  the  same  Type,  there 

         shall not be more than fifteen (15) Interest Periods in effect at any one time. 

                           (f)                           The failure of any Lender to make the Loan to be made by it as part of 

         any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its 

         Loan  on  the  date  of  such  Borrowing,  but  no  Lender  shall  be  responsible  for  the  failure  of  any 

         other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. 

                           (g)                           Notwithstanding anything herein to the contrary, during the period from 

         the date hereof to the date that is 30 days following the Closing Date (or until such earlier date as 

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         primary  syndication  of  the  Initial  Term  Loans  shall  have  been  completed  as  specified  by  the 

         Administrative  Agent  in a written  notice  to  the  Borrower), (a)  Initial Term  Loans  shall  only  be 

         made as, or converted into or continued as, Base Rate Loans and Canadian Prime Rate Loans, (b) 

         “Base  Rate”  shall  mean  the  rate  per  annum  equal  to  the  Eurocurrency  Rate  for  a  one  month 

         period as in effect on the Closing Date, plus 1.00% and (c) “Canadian Prime Rate” shall mean the 

         rate  per  annum  equal  to  the  BA  Rate  for  a  one  month  as  in  effect  on  the  Closing  Date,  plus 

         1.00%. 

                  SECTION 2.03                                                      Letters of Credit.  

                           (a)                           The Letter of Credit Commitment. (i) Subject to the terms and conditions 

         set  forth  herein,  (A)  each  L/C  Issuer  agrees,  in  reliance  upon  the  agreements  of  the  other 

         Revolving  Credit  Lenders  set  forth in  this  Section  2.03,  (1)  from  time  to  time  on  any  Business 

         Day  during  the  period  from  the  Closing  Date  until  30  days  prior  to  the  Maturity  Date  for 

         Revolving  Credit  Commitments  to  issue  Letters  of  Credit  at  sight  denominated  in  U.S.  Dollars 

         and  Canadian  Dollars  (or  in  the  sole  discretion  of  the  Administrative  Agent  and  the  applicable 

         L/C Issuer, any other currency acceptable to the Administrative Agent and such L/C Issuer) for 

         the  account  of  the  Borrower  (provided  that  any  Letter  of  Credit  may  be  for  the  benefit  of  any 

         Restricted Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued 

         by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and 

         (B)  the  Revolving  Credit  Lenders  severally  agree  to  participate  in  Letters  of  Credit  issued 

         pursuant  to  this  Section  2.03;  provided  that  no  L/C  Issuer  shall  be  obligated  to  make  any  L/C 

         Credit  Extension  with  respect  to  any  Letter  of  Credit,  and  no  Lender  shall  be  obligated  to 

         participate  in  any  Letter  of  Credit  if  as  of  the  date  of  such  L/C  Credit  Extension,  (x)  the 

         Revolving  Credit  Exposure  of  any  Revolving  Credit  Lender  would  exceed  such  Lender’s 

         Revolving  Credit  Commitment,  (y)  the  Outstanding  Amount  of  the  L/C  Obligations  would 

         exceed the aggregate Letter of Credit Sublimit for all L/C Issuers or (z) the Outstanding Amount 

         of the L/C Obligations owing to an L/C Issuer exceeds the Letter of Credit Sublimit for such L/C 

         Issuer.    Within  the  foregoing  limits,  and  subject  to  the  terms  and  conditions  hereof,  the 

         Borrower’s  ability  to  obtain  Letters  of  Credit  shall  be  fully  revolving,  and  accordingly  the 

         Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit 

         that  have  expired  or  that  have  been  drawn  upon  and  reimbursed.    Notwithstanding  anything 

         herein to the contrary, the Existing Letters of Credit shall be deemed to be Letters of Credit issued 

         hereunder for all purposes of this Agreement and the other Loan Documents. 

                                   (ii)                                   An L/C Issuer shall be under no obligation to issue any Letter of 

                  Credit if: 

                                             (A)                                                                                               any  order,  judgment  or  decree  of  any  Governmental 

                           Authority  or  arbitrator  shall  by  its  terms  purport  to  enjoin  or  restrain  such  L/C 

                           Issuer  from  issuing  such  Letter  of  Credit,  or  any  Law  applicable  to  such  L/C 

                           Issuer  or  any  directive  (whether  or  not  having  the  force  of  law)  from  any 

                           Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or 

                           direct that such L/C Issuer refrain from, the issuance of letters of credit generally 

                           or such Letter of Credit in particular or shall impose upon such L/C Issuer with 

                           respect to such Letter of Credit any restriction, reserve or capital requirement (for 

                           which such L/C Issuer is not otherwise compensated hereunder) not in effect on 

                           the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, 

                           cost  or  expense  which  was  not  applicable  on  the  Closing  Date  (for  which  such 

                           L/C Issuer is not otherwise compensated hereunder); 

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                                             (B)                                             subject  to  Section  2.03(b)(iii),  the  expiry  date  of  such 

                           requested Letter of Credit would occur more than twelve months after the date of 

                           issuance  or  last  renewal,  unless  (1)  each  Appropriate  Lender  has  approved  of 

                           such expiration date or (2) the L/C Issuer thereof has approved of such expiration 

                           date and the Outstanding Amount of L/C Obligations in respect of such requested 

                           Letter  of  Credit  has  been  cash  collateralized  or  backstopped  pursuant  to 

                           arrangements reasonably satisfactory to such L/C Issuer; 

                                             (C)                                                                                               the expiry date of such requested Letter of Credit would 

                           occur after the Letter of Credit Expiration Date, unless all the Revolving Credit 

                           Lenders have approved such expiry date; 

                                             (D)                                                                                               the  issuance  of  such  Letter  of  Credit  would  violate  any 

                           Laws binding upon such L/C Issuer; 

                                             (E)                                                                                               such  Letter  of  Credit  is  in  an  initial  amount  less  than 

                           Cdn. $10,000 or U.S. $10,000, as applicable; or 

                                             (F)                                                                                              any Revolving Credit Lender is at that time a Defaulting 

                           Lender,  unless  such  L/C  Issuer  has  entered  into  arrangements,  including  the 

                           delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) 

                           with  the  Borrower  or  such  Lender  to  eliminate  such  L/C  Issuer’s  actual  or 

                           potential  Fronting  Exposure  (after  giving  effect  to  Section 2.17(a)(iv))  with 

                           respect  to  the  Defaulting  Lender  arising  from  either  the  Letter  of  Credit  then 

                           proposed to be issued or that Letter of Credit and all other L/C Obligations as to 

                           which such L/C Issuer has actual or potential Fronting Exposure, as it may elect 

                           in its sole discretion. 

                                  (iii)                                  An L/C Issuer shall be under no obligation to amend any Letter 

                  of  Credit  if  (A)  such  L/C  Issuer  would  have  no  obligation  at  such  time  to  issue  such 

                  Letter  of  Credit  in  its  amended  form  under  the  terms  hereof,  or  (B)  the  beneficiary  of 

                  such Letter of Credit does not accept the proposed amendment to such Letter of Credit. 

                                  (iv)                                                                         Each L/C Issuer shall act on behalf of the Lenders with respect to 

                  any Letters of Credit issued by it and the documents associated therewith, and each L/C 

                  Issuer  shall  have  all  of  the  benefits  and  immunities  (A)  provided  to  the  Administrative 

                  Agent  in  Article  IX  with  respect  to  any  acts  taken  or  omissions  suffered  by  such  L/C 

                  Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and 

                  any  Letter  of  Credit  Application  (and  any  other  document,  agreement  or  instrument 

                  entered  into  by  such  L/C  Issuer  and  the  Borrower  or  in  favor  of  such  L/C  Issuer) 

                  pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used 

                  in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as 

                  additionally provided herein with respect to each L/C Issuer. 

                           (b)                           Procedures  for  Issuance  and  Amendment  of  Letters  of  Credit;  Auto-

         Extension Letters of Credit.  (i) Each Letter of Credit shall be issued or amended, as the case may 

         be,  upon  the  request  of  the  Borrower  delivered  to  an  L/C  Issuer  (with  a  copy  to  the 

         Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and 

         signed  by  a  Responsible  Officer  of  the  Borrower.    Such  Letter  of  Credit  Application  must  be 

         received by the relevant L/C Issuer and the Administrative Agent not later than 12:00 noon New 

         York  City  time  at  least  three  (3)  Business  Days  prior  to  the  proposed  issuance  date  or  date  of 

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         amendment,  as  the  case  may  be;  or,  in  each  case,  such  later  date  and  time  as  the  relevant  L/C 

         Issuer  may  agree  in  a  particular  instance  in  its  sole  discretion.    In  the  case  of  a  request  for  an 

         initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and 

         detail  reasonably  satisfactory  to  the  relevant  L/C  Issuer:    (a)  the  proposed  issuance  date  of  the 

         requested Letter of Credit (which shall be a Business Day); (b) the amount thereof and currency; 

         (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents 

         to  be  presented  by  such  beneficiary  in  case  of  any  drawing  thereunder;  (f)  the  full  text  of  any 

         certificate  to  be  presented  by  such  beneficiary  in  case  of  any  drawing  thereunder;  and  (g)  such 

         other matters as the relevant L/C Issuer may reasonably request.  In the case of a request for an 

         amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in 

         form  and  detail  reasonably  satisfactory  to  the  relevant  L/C  Issuer  (1)  the  Letter  of  Credit  to  be 

         amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the 

         nature  of  the  proposed  amendment;  and  (4)  such  other  matters  as  the  relevant  L/C  Issuer  may 

         reasonably request. 

                                   (ii)                                   Promptly  after  receipt  of  any  Letter  of  Credit  Application,  the 

                  relevant  L/C  Issuer  will  confirm  with  the  Administrative  Agent  (by  telephone  or  in 

                  writing)  that  the  Administrative  Agent  has  received  a  copy  of  such  Letter  of  Credit 

                  Application  from  the  Borrower  and,  if  not,  such  L/C  Issuer  will  provide  the 

                  Administrative  Agent  with  a  copy  thereof.  Upon  receipt  by  the  relevant  L/C  Issuer  of 

                  confirmation from the Administrative Agent that the requested issuance or amendment is 

                  permitted in accordance with the terms hereof, then, subject to the terms and conditions 

                  hereof,  such  L/C  Issuer  shall,  on  the  requested  date,  issue  a  Letter  of  Credit  for  the 

                  account  of  the  Borrower  or  enter  into  the  applicable  amendment,  as  the  case  may  be.  

                  Immediately  upon  the  issuance  of  each  Letter  of  Credit,  each  Revolving  Credit  Lender 

                  shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from 

                  the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal to 

                  the product of such Lender’s Pro Rata Share or other applicable share provided for under 

                  this Agreement multiplied by the amount of such Letter of Credit. 

                                  (iii)                                  If  the  Borrower  so  requests  in  any  applicable  Letter  of  Credit 

                  Application,  the  relevant  L/C  Issuer  shall  agree  to  issue  a  Letter  of  Credit  that  has 

                  automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided 

                  that  any  such  Auto-Extension  Letter  of  Credit  must  permit  the  relevant  L/C  Issuer  to 

                  prevent any such extension at least once in each twelve month period (commencing with 

                  the  date  of  issuance  of  such  Letter  of  Credit)  by  giving  prior  notice  to  the  beneficiary 

                  thereof  not  later than fifteen  (15)  days  (the  “Non-Extension  Notice  Date”)  prior  to  the 

                  end of such twelve month period.  Unless otherwise directed by the relevant L/C Issuer, 

                  the Borrower shall not be required to make a specific request to the relevant L/C Issuer 

                  for  any  such  extension.  Once  an  Auto-Extension  Letter  of  Credit  has  been  issued,  the 

                  applicable Lenders shall be deemed to have authorized (but may not require) the relevant 

                  L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date 

                  not later than the Letter of Credit Expiration Date; provided that the relevant L/C Issuer 

                  shall not permit any such extension if (A) the relevant L/C Issuer has determined that it 

                  would have no obligation at such time to issue such Letter of Credit in its extended form 

                  under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or 

                  (B) it has received notice (which may be by telephone or in writing) on or before the day 

                  that  is  five  (5)  Business  Days  before  the  Non-Extension  Notice  Date  from  the 

                  Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of 

                  the applicable conditions specified in Section 4.02 is not then satisfied. 

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                                  (iv)                                  Promptly  after  issuance  of  any  Letter  of  Credit  or  any 

                  amendment to a Letter of Credit, the relevant L/C Issuer will also deliver to the Borrower 

                  and  the  Administrative  Agent  a  true  and  complete  copy  of  such  Letter  of  Credit  or 

                  amendment. 

                           (c)                           Drawings  and  Reimbursements;  Funding  of  Participations.    (i)  Upon 

         receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter 

         of  Credit,  the  relevant  L/C  Issuer  shall  notify  promptly  the  Borrower  and  the  Administrative 

         Agent  thereof.    Not  later  than  12:00  noon  New  York  City  time  on  the  next  Business  Day 

         immediately following any payment by an L/C Issuer under a Letter of Credit (each such date, an 

         “Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent 

         in  an  amount  equal  to  the  amount  of  such  drawing  and  in  the  applicable  currency.    If  the 

         Borrower  fails  to  so  reimburse  such  L/C  Issuer  by  such  time,  the  Administrative  Agent  shall 

         promptly  notify  each  Appropriate  Lender  of  the  Honor  Date,  the  amount  of  the  unreimbursed 

         drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata 

         Share  or  other  applicable  share  provided  for  under  this  Agreement  thereof.    In  such  event,  the 

         Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans 

         or  Canadian  Prime  Rate  Loans,  as applicable,  to  be  disbursed  on  the  Honor  Date in  an  amount 

         equal  to  the  Unreimbursed  Amount,  without  regard  to  the  minimum  and  multiples  specified  in 

         Section  2.02  for  the  principal  amount  of  Base  Rate  Loans  or  Canadian  Prime  Rate  Loans  but 

         subject  to  the  amount  of  the  unutilized  portion  of  the  Revolving  Credit  Commitments  of  the 

         Appropriate  Lenders  and  the  conditions  set  forth  in  Section  4.02  (other  than  the  delivery  of  a 

         Committed  Loan  Notice).    Any  notice  given  by  an  L/C  Issuer  or  the  Administrative  Agent 

         pursuant  to  this  Section  2.03(c)(i)  may  be  given  by  telephone  if  immediately  confirmed  in 

         writing;  provided  that  the  lack  of  such  an  immediate  confirmation  shall  not  affect  the 

         conclusiveness or binding effect of such notice. 

                                   (ii)                                   Each Appropriate Lender (including any Lender acting as an L/C 

                  Issuer)  shall  upon any  notice  pursuant  to  Section  2.03(c)(i)  make  funds  available  to  the 

                  Administrative  Agent  in  the  applicable  currency  for  the  account  of  the  relevant  L/C 

                  Issuer  at  the  Administrative  Agent’s  Office  for  payments  in  an  amount  equal  to  its  Pro 

                  Rata  Share  or  other  applicable  share  provided  for  under  this  Agreement  of  the 

                  Unreimbursed Amount not later than 2:00 p.m. New York City time on the Business Day 

                  specified  in  such  notice  by  the  Administrative  Agent,  whereupon,  subject  to  the 

                  provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available 

                  shall  be  deemed  to  have  made  a  Base  Rate  Loan  or  Canadian  Prime  Rate  Loan,  as 

                  applicable,  to  the  Borrower  in  such  amount.    The  Administrative  Agent  shall  promptly 

                  remit the funds so received to the relevant L/C Issuer. 

                                  (iii)                                                                         With  respect  to  any  Unreimbursed  Amount  that  is  not  fully 

                  refinanced by a Revolving Credit Borrowing of Base Rate Loans or Canadian Prime Rate 

                  Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other 

                  reason,  the  Borrower  shall  be  deemed  to have  incurred  from  the  relevant  L/C  Issuer  an 

                  L/C  Borrowing  in  the  amount  of  the  Unreimbursed  Amount  that  is  not  so  refinanced, 

                  which  L/C  Borrowing  shall  be  due  and  payable  on  demand  (together  with interest)  and 

                  shall bear interest (which begins to accrue upon funding by the L/C Issuer) at the Default 

                  Rate.  In such event, each Appropriate Lender’s payment to the Administrative Agent for 

                  the  account  of  the  relevant  L/C  Issuer  pursuant  to  Section  2.03(c)(ii)  shall  be  deemed 

                  payment in respect of its participation in such L/C Borrowing and shall constitute an L/C 

                  Advance  from  such  Lender  in  satisfaction  of  its  participation  obligation  under  this 

                  Section 2.03. 

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                                  (iv)                                  Until each Appropriate Lender funds its Revolving Credit Loan 

                  or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for 

                  any  amount  drawn  under  any  Letter  of  Credit,  interest  in  respect  of  such  Lender’s  Pro 

                  Rata Share or other applicable share provided for under this Agreement of such amount 

                  shall be solely for the account of the relevant L/C Issuer. 

                                   (v)                                   Each  Revolving  Credit  Lender’s  obligation  to  make  Revolving 

                  Credit  Loans  or  L/C  Advances  to  reimburse  an  L/C  Issuer  for  amounts  drawn  under 

                  Letters  of  Credit,  as  contemplated  by  this  Section  2.03(c),  shall  be  absolute  and 

                  unconditional  and  shall  not  be  affected  by  any  circumstance,  including  (A)  any  setoff, 

                  counterclaim,  recoupment,  defense  or  other  right  which  such  Lender  may  have  against 

                  the relevant L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) 

                  the  occurrence  or  continuance  of  a  Default,  or  (C)  any  other  occurrence,  event  or 

                  condition, whether or not similar to any of the foregoing; provided that each Revolving 

                  Credit  Lender’s  obligation  to  make  Revolving  Credit  Loans  pursuant  to  this  Section 

                  2.03(c)  is  subject to  the  conditions  set forth  in  Section  4.02  (other  than  delivery  by  the 

                  Borrower  of  a  Committed  Loan  Notice).    No  such  making  of  an  L/C  Advance  shall 

                  relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C 

                  Issuer  for  the  amount  of  any  payment  made  by  such  L/C  Issuer  under  any  Letter  of 

                  Credit, together with interest as provided herein. 

                                  (vi)                                                                         If  any  Revolving  Credit  Lender  fails  to  make  available  to  the 

                  Administrative Agent for the account of the relevant L/C Issuer any amount required to 

                  be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the 

                  time  specified  in  Section  2.03(c)(ii),  such  L/C  Issuer  shall  be  entitled  to  recover  from 

                  such  Lender  (acting  through  the  Administrative  Agent),  on  demand,  such  amount  with 

                  interest  thereon  for  the  period  from  the  date  such  payment  is  required  to  the  date  on 

                  which  such  payment  is  immediately  available  to  such  L/C  Issuer  at  a  rate  per  annum 

                  equal to the applicable Overnight Rate from time to time in effect.  A certificate of the 

                  relevant  L/C  Issuer  submitted  to  any  Revolving  Credit  Lender  (through  the 

                  Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) 

                  shall be conclusive absent manifest error. 

                           (d)                                                          Repayment of Participations.  (i) If, at any time after an L/C Issuer has 

         made a payment under any Letter of Credit and has received from any Revolving Credit Lender 

         such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), the 

         Administrative Agent receives for the account of such L/C Issuer any payment in respect of the 

         related  Unreimbursed  Amount  or  interest  thereon  (whether  directly  from  the  Borrower  or 

         otherwise,  including  proceeds  of  Cash  Collateral  applied  thereto  by  the  Administrative  Agent), 

         the  Administrative  Agent  will  distribute  to  such  Lender  its  Pro  Rata  Share  or  other  applicable 

         share  provided  for  under  this  Agreement  hereof  (appropriately  adjusted,  in  the  case  of  interest 

         payments,  to  reflect  the  period  of  time  during  which  such  Lender’s  L/C  Advance  was 

         outstanding) in the same funds as those received by the Administrative Agent. 

                                   (ii)                                   If  any  payment  received  by  the  Administrative  Agent  for  the 

                  account of  an  L/C  Issuer  pursuant  to  Section  2.03(c)(i) is  required  to  be  returned  under 

                  any of the circumstances described in Section 10.06 (including pursuant to any settlement 

                  entered into  by  such  L/C  Issuer  in its  discretion),  each  Appropriate  Lender  shall  pay  to 

                  the Administrative Agent for the account of such L/C Issuer its Pro Rata Share or other 

                  applicable  share  provided  for  under  this  Agreement  thereof  on  demand  of  the 

                  Administrative Agent, plus interest thereon from the date of such demand to the date such 

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                  amount is returned by such Lender, at a rate per annum equal to the applicable Overnight 

                  Rate from time to time in effect. 

                           (e)                           Obligations  Absolute.   The  obligation  of  the  Borrower  to reimburse  the 

         relevant L/C Issuer for each drawing under each Letter of Credit issued by it and to repay each 

         L/C  Borrowing  shall  be  absolute,  unconditional  and  irrevocable,  and  shall  be  paid  strictly  in 

         accordance with the terms of this Agreement under all circumstances, including the following: 

                                   (i)                                   any  lack  of  validity  or  enforceability  of  such  Letter  of  Credit, 

                  this Agreement, or any other agreement or instrument relating thereto; 

                                   (ii)                                   the existence of any claim, counterclaim, setoff, defense or other 

                  right that any Loan Party may have at any time against any beneficiary or any transferee 

                  of  such  Letter  of  Credit  (or  any  Person  for  whom  any  such  beneficiary  or  any  such 

                  transferee  may  be  acting),  the  relevant  L/C  Issuer  or  any  other  Person,  whether  in 

                  connection with this Agreement, the transactions contemplated hereby or by such Letter 

                  of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 

                                  (iii)                                                                         any draft, demand, certificate or other document presented under 

                  such  Letter  of  Credit  proving  to  be  forged,  fraudulent,  invalid  or  insufficient  in  any 

                  respect or any statement therein being untrue or inaccurate in any respect; or any loss or 

                  delay  in  the  transmission  or  otherwise  of  any  document  required  in  order  to  make  a 

                  drawing under such Letter of Credit; 

                                  (iv)                                  any  payment  by  the  relevant  L/C  Issuer  under  such  Letter  of 

                  Credit against presentation of a draft or certificate that does not strictly comply with the 

                  terms  of  such  Letter  of  Credit;  or  any  payment  made  by  the  relevant  L/C  Issuer  under 

                  such  Letter  of  Credit  to  any  Person  purporting  to  be  a  trustee  in  bankruptcy,  debtor-in-

                  possession,  assignee  for  the  benefit  of  creditors,  liquidator,  receiver  or  other 

                  representative  of  or  successor  to  any  beneficiary  or  any  transferee  of  such  Letter  of 

                  Credit, including any arising in connection with any proceeding under any Debtor Relief 

                  Law; 

                                   (v)                                   any exchange, release or non-perfection of any Collateral, or any 

                  release  or  amendment  or  waiver  of  or  consent  to  departure  from  the  Guaranty  or  any 

                  other  guarantee,  for  all  or  any  of  the  Obligations  of  any  Loan  Party  in  respect  of  such 

                  Letter of Credit; or 

                                  (vi)                                                                         any other circumstance or happening whatsoever, whether or not 

                  similar  to  any  of  the  foregoing,  including  any  other  circumstance  that  might  otherwise 

                  constitute a defense available to, or a discharge of, any Loan Party; 

                           provided that the foregoing shall not excuse any L/C Issuer from liability to the 

         Borrower  to  the  extent  of  any  direct  damages  (as  opposed  to  consequential  damages,  claims  in 

         respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered 

         by the Borrower that are caused by such L/C Issuer’s gross negligence or willful misconduct as 

         determined  in  a  final  and  non-appealable  judgment  by  a  court  of  competent  jurisdiction  when 

         determining whether drafts and other documents presented under a Letter of Credit comply with 

         the terms thereof. 

                           (f)                           Role of L/C Issuers.  Each Lender and the Borrower agree that, in paying 

         any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to 

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         obtain any document (other than any sight draft, certificates and documents expressly required by 

         the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document 

         or  the  authority  of  the  Person  executing  or  delivering  any  such  document.    None  of  the  L/C 

         Issuers,  any  Agent-Related  Person  nor  any  of  the  respective  correspondents,  participants  or 

         assignees  of  any  L/C  Issuer  shall  be  liable to  any  Lender  for  (i)  any  action  taken  or  omitted in 

         connection herewith at the request or with the approval of the Lenders or the Lenders holding a 

         majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in 

         the absence of gross negligence or willful misconduct as determined in a final and non-appealable 

         judgment by a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or 

         enforceability  of any  document  or instrument related  to any  Letter  of  Credit  or  Letter  of  Credit 

         Application.  The Borrower hereby assumes all risks of the acts or omissions of any beneficiary 

         or transferee with respect to its use of any Letter of Credit; provided that this assumption is not 

         intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may 

         have against the beneficiary or transferee at law or under any other agreement.  None of the L/C 

         Issuers,  any  Agent-Related  Person,  nor  any  of  the  respective  correspondents,  participants  or 

         assignees  of  any  L/C  Issuer,  shall  be  liable  or  responsible  for  any  of  the  matters  described  in 

         clauses (i) through (vi) of Section 2.03(e); provided that anything in such clauses to the contrary 

         notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may 

         be  liable  to  the  Borrower,  to  the  extent,  but  only  to  the  extent,  of  any  direct,  as  opposed  to 

         consequential or exemplary, damages suffered by the Borrower which the Borrower proves were 

         caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful 

         or  grossly  negligent  failure  to  pay  under  any  Letter  of  Credit  after  the  presentation  to  it  by  the 

         beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a 

         Letter of Credit, in each case as determined in a final and non-appealable judgment by a court of 

         competent jurisdiction.  In furtherance and not in limitation of the foregoing, each L/C Issuer may 

         accept  documents  that  appear  on  their  face  to  be  in  order,  without  responsibility  for  further 

         investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be 

         responsible  for  the  validity  or  sufficiency  of  any  instrument  transferring  or  assigning  or 

         purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds 

         thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. 

                           (g)                                                          Cash  Collateral.    If  (i)  as  of  the  Letter  of  Credit  Expiration  Date,  any 

         Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, (ii) any 

         Event  of  Default  occurs  and  is  continuing  and  the  Administrative  Agent,  the  applicable  L/C 

         Issuers  or  the  Lenders  holding  a  majority  of the  Revolving  Credit  Commitments,  as  applicable, 

         require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02 or (iii) an 

         Event  of  Default  set  forth  under  Section  8.01(f)  or  (g)  occurs  and  is  continuing,  the  Borrower 

         shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal 

         to such Outstanding Amount determined as of the date of such Event of Default or the Letter of 

         Credit Expiration Date, as the case may be), and shall do so not later than 2:00 p.m., New York 

         City time on (x) in the case of the immediately preceding clauses (i) and (ii), (1) the Business Day 

         that  the  Borrower  receives  notice  thereof,  if  such  notice  is  received  on  such  day  prior  to  12:00 

         noon,  New  York  City  time  or  (2)  if  clause  (1)  above  does  not  apply,  the  Business  Day 

         immediately following the day that the Borrower receives such notice and (y) in the case of the 

         immediately preceding clause (iii), the Business Day on which an Event of Default set forth under 

         Section 8.01(f) or (g) occurs or, if such day is not a Business Day, the Business Day immediately 

         succeeding such day.  At any time that there shall exist a Defaulting Lender, immediately upon 

         the request of the Administrative Agent, the L/C Issuer or the Swing Line Lender, the Borrower 

         shall  deliver  to  the  Administrative  Agent  Cash  Collateral  in  an  amount  sufficient  to  cover  all 

         Fronting Exposure (after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by 

         the Defaulting Lender).  For purposes hereof, “Cash Collateralize” means to pledge and deposit 

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         with  or  deliver  to  the  Administrative  Agent,  for  the  benefit  of  the  relevant  L/C  Issuer  and  the 

         Appropriate  Lenders,  as  collateral  for  the  L/C  Obligations,  cash  or  deposit  account  balances 

         (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to 

         the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to 

         by  the  Appropriate  Lenders).    Derivatives  of  such  term  have  corresponding  meanings.    The 

         Borrower  hereby  grants  to  the  Administrative  Agent,  for  the  benefit  of  the  Secured  Parties,  to 

         secure  the  payment  and  performance  of  the  Obligations,  a  security  interest  in  all  such  cash, 

         deposit accounts and all balances therein and all proceeds of the foregoing.  Cash Collateral shall 

         be  maintained  in  a  Cash  Collateral  Account  and  may  be  invested  in  readily  available  Cash 

         Equivalents.    If  at  any  time  the  Administrative  Agent  determines  that  any  funds  held  as  Cash 

         Collateral are expressly subject to any right or claim of any Person other than the Administrative 

         Agent  (on  behalf  of  the  Secured  Parties)  or that  the total  amount  of  such funds is  less  than  the 

         aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand 

         by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited 

         and  held  in  the  Cash  Collateral  Account,  an  amount  equal  to  the  excess  of  (a)  such  aggregate 

         Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that 

         the Administrative Agent reasonably determines to be free and clear of any such right and claim. 

         Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such 

         funds  shall  be  applied,  to  the  extent  permitted  under  applicable  Law,  to  reimburse  the  relevant 

         L/C  Issuer.    To  the  extent  the  amount  of  any  Cash  Collateral  exceeds  the  then  Outstanding 

         Amount  of  such  L/C  Obligations  and  so  long  as  no  Event  of  Default  has  occurred  and  is 

         continuing,  the  excess  shall  be  refunded  to  the  Borrower.  To  the  extent  any  Event  of  Default 

         giving rise to the requirement to Cash Collateralize any Letter of Credit pursuant to this Section 

         2.03(g) is cured or otherwise waived by the Required Lenders, then so long as no other Event of 

         Default  has  occurred  and  is  continuing,  all  Cash  Collateral  pledged  to  Cash  Collateralize  such 

         Letter of Credit shall be refunded to the Borrower. 

                           (h)                                                          Letter  of  Credit  Fees.    The  Borrower  shall  pay  to  the  Administrative 

         Agent  for  the  account  of  the  Revolving  Credit  Lenders  for  the  applicable  Revolving  Credit 

         Facility (in accordance with their Pro Rata Share or other applicable share provided for under this 

         Agreement)  a  Letter  of  Credit  fee  for  each  Letter  of  Credit  issued  pursuant  to  this  Agreement 

         equal to the applicable Applicable Rate multiplied by the daily maximum amount then available 

         to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect 

         under such Letter of Credit if such maximum amount increases periodically pursuant to the terms 

         of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the 

         account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting 

         Lender  has  not  provided  Cash  Collateral  satisfactory  to  the  L/C  Issuer  pursuant  to  this 

         Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other 

         Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable 

         to  such  Letter  of  Credit  pursuant  to  Section 2.17(a)(iv),  with  the  balance  of  such  fee,  if  any, 

         payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a 

         quarterly basis in arrears.  Such Letter of Credit fees shall be due and payable in Canadian Dollars 

         or  U.S.  Dollars,  as  applicable,  on  the  first  Business  Day  after  the  end  of  each  March,  June, 

         September and December, commencing with the first such date to occur after the issuance of such 

         Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.  If there is any 

         change in any applicable Applicable Rate during any quarter, the daily maximum amount of each 

         Letter of Credit shall be computed and multiplied by such applicable Applicable Rate separately 

         for each period during such quarter that such applicable Applicable Rate was in effect. 

                           (i)                                                          Fronting Fee and Documentary and Processing Charges Payable to L/C 

         Issuers.    The  Borrower  shall  pay  directly  to  each  L/C  Issuer  for  its  own  account,  in  Canadian 

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         Dollars or U.S. Dollars, as applicable, a fronting fee with respect to each Letter of Credit issued 

         by it equal to 0.25% per annum of the daily maximum amount then available to be drawn under 

         such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of 

         Credit  if  such  maximum  amount  increases  periodically  pursuant  to  the  terms  of  such  Letter  of 

         Credit).  Such fronting fees shall be computed on a quarterly basis in arrears.  Such fronting fees 

         shall be due and payable on the first Business Day after the end of each March, June, September 

         and December, commencing with the first such date to occur after the issuance of such Letter of 

         Credit,  on  the  Letter  of  Credit  Expiration  Date  and  thereafter  on  demand.    In  addition,  the 

         Borrower shall pay directly to each L/C Issuer for its own account with respect to each Letter of 

         Credit  issued  by  it  the  customary  issuance,  presentation,  amendment  and  other  processing  fees, 

         and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time 

         to time in effect.  Such customary fees and standard costs and charges are due and payable within 

         ten (10) Business Days of demand and are nonrefundable. 

                           (j)                           Conflict  with  Letter  of  Credit  Application.    Notwithstanding  anything 

         else to the contrary in this Agreement, in the event of any conflict between the terms hereof and 

         the terms of any Letter of Credit Application, the terms hereof shall control. 

                           (k)                                                          Addition of an L/C Issuer.  A Revolving Credit Lender may become an 

         additional  L/C  Issuer  hereunder  pursuant  to  a  written  agreement  among  the  Borrower,  the 

         Administrative Agent and such Revolving Credit Lender.  The Administrative Agent shall notify 

         the Revolving Credit Lenders of any such additional L/C Issuer. 

                           (l)                           Letter of Credit Amounts.  Unless otherwise specified herein, the amount 

         of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit 

         in  effect  at  such  time;  provided,  however,  that  with  respect  to  any  Letter  of  Credit  that,  by  its 

         terms or the terms of any document related thereto, provides for one or more automatic increases 

         in  the  stated  amount  thereof,  the  amount  of  such  Letter  of  Credit  shall  be  deemed  to  be  the 

         maximum stated amount of such Letter of Credit after giving effect to all such increases, whether 

         or not such maximum stated amount is in effect at such time. 

                           (m)                           Reporting.  Each L/C Issuer will report in writing to the Administrative 

         Agent (i) on the first Business Day of each calendar month, the aggregate face amount of Letters 

         of Credit issued by it and outstanding as of the last Business Day of the preceding calendar month 

         (and  on  such  other  dates  as  the  Administrative  Agent  may  request),  (ii)  on  or  prior  to  each 

         Business Day on which such L/C Issuer expects to issue, amend, renew or extend any Letter of 

         Credit,  the  date  of  such  issuance  or  amendment,  and  the  aggregate  face  amount  of  Letters  of 

         Credit  to  be  issued,  amended,  renewed  or  extended  by  it  and  outstanding  after  giving  effect  to 

         such  issuance,  amendment,  renewal  or  extension  (and  such  L/C  Issuer  shall  advise  the 

         Administrative  Agent  on  such  Business  Day  whether  such  issuance,  amendment,  renewal  or 

         extension  occurred  and  whether  the  amount  thereof  changed),  (iii)  on  each  Business  Day  on 

         which  such  L/C  Issuer  makes  any  L/C  Disbursement,  the  date  and  amount  of  such  L/C 

         Disbursement  and  (iv)  on  any  Business  Day  on  which  the  Borrower  fails  to  reimburse  an  L/C 

         Disbursement required to be reimbursed to such L/C Issuer on such day, the date and amount of 

         such failure. 

                           (n)                           Provisions  Related  to  Extended  Revolving  Credit  Commitments.    If  the 

         Letter  of  Credit  Expiration  Date  in  respect  of  any  tranche  of  Revolving  Credit  Commitments 

         occurs prior to the expiry date of any Letter of Credit, then (i) if consented to by the L/C Issuer 

         which  issued  such  Letter  of  Credit,  if  one  or  more  other  tranches  of  Revolving  Credit 

         Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred 

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         are then in effect, such Letters of Credit for which consent has been obtained shall automatically 

         be deemed to have been issued (including for purposes of the obligations of the Revolving Credit 

         Lenders to purchase participations therein and to make Revolving Credit Loans and payments in 

         respect thereof pursuant to Section 2.03(c) and (d)) under (and ratably participated in by Lenders 

         pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to 

         an  aggregate  amount  not  to  exceed  the  aggregate  amount  of  the  unutilized  Revolving  Credit 

         Commitments  thereunder  at  such  time  (it  being  understood  that  no  partial  face  amount  of  any 

         Letter  of  Credit  may  be  so  reallocated)  and  (ii)  to  the  extent  not  reallocated  pursuant  to 

         immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit 

         in accordance with Section 2.03(g).  Upon the maturity date of any tranche of Revolving Credit 

         Commitments,  the  sublimit  for  Letters  of  Credit  may  be  reduced  as  agreed  between  the  L/C 

         Issuers and the Borrower, without the consent of any other Person. 

                           (o)                           Letters of Credit Issued for Subsidiaries.  Notwithstanding that a Letter 

         of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account 

         of, a Restricted Subsidiary, the Borrower shall be obligated to reimburse the applicable L/C Issuer 

         hereunder  for  any  and  all  drawings  under  such  Letter  of  Credit.    The  Borrower  hereby 

         acknowledges  that  the  issuance  of  Letters  of  Credit  for  the  account  of  Restricted  Subsidiaries 

         inures  to  the  benefit  of  the  Borrower,  and  that  the  Borrower’s  business  derives  substantial 

         benefits from the businesses of such Restricted Subsidiaries. 

                  SECTION 2.04                                                      Swing Line Loans.  

                           (a)                           The  Swing  Line.    Subject  to  the  terms  and  conditions  set  forth  herein, 

         Royal Bank of Canada, in its capacity as Swing Line Lender, agrees to make loans in Canadian 

         Dollars and U.S. Dollars to the Borrower (each such loan, a “Swing Line Loan”), from time to 

         time  on  any  Business  Day  during  the  period  beginning  on  the  Business  Day  after  the  Closing 

         Date and until the Maturity Date of the Revolving Credit Facility in an aggregate amount not to 

         exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact 

         that such Swing Line Loans, when aggregated with the Pro Rata Share or other applicable share 

         provided  for  under  this  Agreement  of  the  Outstanding  Amount  of  Revolving  Credit  Loans  and 

         L/C  Obligations  of  the  Lender  acting  as  Swing  Line  Lender,  may  exceed  the  amount  of  such 

         Swing  Line  Lender’s  Revolving  Credit  Commitment;  provided  that,  after  giving  effect  to  any 

         Swing  Line  Loan,  (i)  the  Revolving  Credit  Exposure  shall  not  exceed  the  aggregate  Revolving 

         Credit Commitments and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans 

         of any Lender (other than a Swing Line Lender acting in its capacity as such), plus such Lender’s 

         Pro  Rata  Share  or  other  applicable  share  provided for  under  this  Agreement  of  the  Outstanding 

         Amount  of  all  L/C  Obligations,  plus  such  Lender’s  Pro  Rata  Share  or  other  applicable  share 

         provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not 

         exceed  such  Lender’s  Revolving  Credit  Commitment  then  in  effect;  provided  further  that  the 

         Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing 

         Line Loan.  Within the foregoing limits, and subject to the other terms and conditions hereof, the 

         Borrower  may  borrow  under  this  Section  2.04,  prepay  under  Section  2.05,  and  reborrow  under 

         this Section 2.04.  Each Swing Line Loan shall be a Base Rate Loan or a Canadian Prime Rate 

         Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall 

         be  deemed  to,  and  hereby  irrevocably  and  unconditionally  agrees  to,  purchase  from  the  Swing 

         Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of 

         such  Lender’s  Pro  Rata  Share  or  other  applicable  share  provided  for  under  this  Agreement 

         multiplied by the amount of such Swing Line Loan. 

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                           (b)                           Borrowing Procedures. (i) Subject to payment of the customary fees and 

         charges  of  the  Swing  Line  Lender  for  operation  of  the  applicable  accounts,  the  Swing  Line 

         Lender shall provide the Borrower with a Canadian Dollar and a U.S. Dollar account at the main 

         branch in Toronto, Ontario of the Swing Line Lender.  At any time that the Borrower would be 

         entitled to make a Swing Line Borrowing, the Borrower shall be entitled to draw cheques or make 

         other  debit  transactions  in  Canadian  Dollars  or  U.S.  Dollars  on  such  accounts  with  the  Swing 

         Line Lender.  The amount of any overdraft in such accounts of the Borrower at the end of each 

         Business Day, subject to appropriate adjustments, shall be deemed to be a Swing Line Loan, as 

         applicable, to the Borrower.  The credit balance in such accounts at the end of each Business Day, 

         subject to appropriate adjustments, shall be applied by the Swing Line Lender as a repayment of 

         outstanding Swing Line Loans and such accounts shall be reduced accordingly.  

                           (ii)  In  addition,  the  Borrower  may  also  make  Swing  Line  Borrowings  upon  the 

         Borrower’s  irrevocable  notice  to  the  Swing  Line  Lender  and  the  Administrative  Agent,  which 

         may be given by telephone.  Each such notice must be received by the Swing Line Lender and the 

         Administrative Agent not later than 12:00 noon New York City time on the requested borrowing 

         date and shall specify (i) the amount to be borrowed, which shall be a minimum of Cdn. $100,000 

         or U.S. $100,000, as applicable, and the currency thereof and (ii) the requested borrowing date, 

         which  shall  be  a  Business  Day.    Each  such  telephonic  notice  must  be  confirmed  promptly  by 

         delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan 

         Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly 

         after  receipt  by  the  Swing  Line  Lender  of  any  Swing  Line  Loan  Notice  (by  telephone  or  in 

         writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in 

         writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, 

         the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the 

         contents thereof.  Unless the Swing Line Lender has received notice (by telephone or in writing) 

         from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 

         2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing 

         the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth 

         in  the  first  proviso  to  the  first  sentence  of  Section  2.04(a),  or  (B)  that  one  or  more  of  the 

         applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and 

         conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on 

         the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line 

         Loan  available  to  the  Borrower.    Notwithstanding  anything  to  the  contrary  contained  in  this 

         Section 2.04  or  elsewhere  in  this  Agreement,  the  Swing  Line  Lender  shall  not  be  obligated  to 

         make  any  Swing  Line  Loan  at  a  time  when  a  Revolving  Credit  Lender  is  a  Defaulting  Lender 

         unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the 

         Borrower  to  eliminate  the  Swing  Line  Lender’s  Fronting  Exposure  (after  giving  effect  to 

         Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation 

         in  such  Swing  Line  Loans,  including  by  Cash  Collateralizing,  or  obtaining  a  backstop  letter  of 

         credit  from  an  issuer  reasonably  satisfactory  to  the  Swing  Line  Lender  to  support,  such 

         Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans. 

                           (c)                           Refinancing of Swing Line Loans.  (i) The Swing Line Lender at any time 

         in  its  sole  and  absolute  discretion  may  request,  on  behalf  of  the  Borrower  (which  hereby 

         irrevocably authorizes such Swing Line Lender to so request on its behalf), that each Revolving 

         Credit Lender make a Base Rate Loan or Canadian Prime Rate Loan, as applicable, in an amount 

         equal  to  such  Lender’s  Pro  Rata  Share  or  other  applicable  share  provided  for  under  this 

         Agreement of the amount of Swing Line Loans then outstanding.  Such request shall be made in 

         writing  (which  written  request  shall  be  deemed  to  be  a  Committed  Loan  Notice  for  purposes 

         hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum 

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         and multiples specified therein for the principal amount of Base Rate Loans or Canadian Prime 

         Rate Loans, but subject to the unutilized portion of the aggregate Revolving Credit Commitments 

         and the conditions set forth in Section 4.02.  The Swing Line Lender shall furnish the Borrower 

         with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the 

         Administrative Agent.  Each Revolving Credit Lender shall make an amount equal to its Pro Rata 

         Share  or  other  applicable  share  provided  for  under  this  Agreement  of  the  amount  specified  in 

         such Committed Loan Notice available to the Administrative Agent in Same Day Funds for the 

         account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. 

         New York City time on the day specified in such Committed Loan Notice, whereupon, subject to 

         Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed 

         to have made a Base Rate Loan or Canadian Prime Rate Loan, as applicable, to the Borrower in 

         such  amount.    The  Administrative  Agent  shall  remit  the  funds  so  received  to  the  Swing  Line 

         Lender. 

                                   (ii)                                   If for any reason any Swing Line Loan cannot be refinanced by 

                  such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for 

                  Base Rate Loans or Canadian Prime Rate Loans submitted by the Swing Line Lender as 

                  set forth herein shall be deemed to be a request by the Swing Line Lender that each of the 

                  Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and 

                  each Revolving Credit Lender’s payment to the Administrative Agent for the account of 

                  the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect 

                  of such participation. 

                                  (iii)                                                                         If  any  Revolving  Credit  Lender  fails  to  make  available  to  the 

                  Administrative Agent for the account of the Swing Line Lender any amount required to 

                  be paid by the Lender pursuant to the foregoing provisions of this Section 2.04(c) by the 

                  time  specified  in  Section  2.04(c)(i),  the  Swing  Line  Lender  shall  be  entitled  to  recover 

                  from  such  Lender  (acting  through  the  Administrative  Agent),  on  demand,  such  amount 

                  with interest thereon for the period from the date such payment is required to the date on 

                  which  such  payment  is  immediately  available  to  the  Swing  Line  Lender  at  a  rate  per 

                  annum equal to the applicable Overnight Rate from time to time in effect.  A certificate 

                  of  the  Swing  Line  Lender  submitted  to  any  Lender  (through  the  Administrative  Agent) 

                  with  respect  to  any  amounts  owing  under  this  clause  (iii)  shall  be  conclusive  absent 

                  manifest error. 

                                  (iv)                                                                         Each  Revolving  Credit  Lender’s  obligation  to  make  Revolving 

                  Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to 

                  this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any 

                  circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right 

                  which such Lender may have against the Swing Line Lender, the Borrower or any other 

                  Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) 

                  any other occurrence, event or condition, whether or not similar to any of the foregoing; 

                  provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans 

                  pursuant to this Section 2.04(c) (but not to purchase and fund risk participations in Swing 

                  Line  Loans)  is  subject to the  conditions  set forth in Section  4.02).   No  such  funding  of 

                  risk  participations  shall  relieve  or  otherwise  impair  the  obligation  of  the  Borrower  to 

                  repay Swing Line Loans, together with interest as provided herein. 

                           (d)                           Repayment of Participations.  (i) At any time after any Revolving Credit 

         Lender  has  purchased  and  funded  a  risk  participation  in  a  Swing  Line  Loan,  if  the  Swing  Line 

         Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will 

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         distribute  to  such  Lender  its  Pro  Rata  Share  or  other  applicable  share  provided  for  under  this 

         Agreement  of  such  payment  (appropriately  adjusted,  in  the  case  of  interest  payments,  to  reflect 

         the period of time during which such Lender’s risk participation was funded) in the same funds as 

         those received by the Swing Line Lender. 

                                   (ii)                                   If any payment received by the Swing Line Lender in respect of 

                  principal or interest on any Swing Line Loan is required to be returned by the Swing Line 

                  Lender under any of the circumstances described in Section 10.06 (including pursuant to 

                  any settlement entered into by the Swing Line Lender in its discretion), each Revolving 

                  Credit Lender shall pay to the Swing Line Lender its Pro Rata Share or other applicable 

                  share provided for under this Agreement thereof on demand of the Administrative Agent, 

                  plus interest thereon from the date of such demand to the date such amount is returned, at 

                  a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will 

                  make such demand upon the request of the Swing Line Lender. 

                           (e)                                                          Interest for Account of Swing Line Lender.  The Swing Line Lender shall 

         be  responsible  for  invoicing  the  Borrower  for  interest  on  the  Swing  Line  Loans.    Until  each 

         Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 

         2.04  to  refinance  such  Lender’s  Pro  Rata  Share  of  any  Swing  Line  Loan,  interest  in  respect  of 

         such Pro Rata Share shall be solely for the account of the Swing Line Lender. 

                           (f)                           Payments Directly to Swing Line Lender.  The Borrower shall make all 

         payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line 

         Lender. 

                           (g)                           Provisions  Related  to  Extended  Revolving  Credit  Commitments.    If  the 

         maturity  date  shall  have  occurred  in  respect  of  any  tranche  of  Revolving  Credit  Commitments  

         (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving 

         Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit 

         Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect 

         to each outstanding Swing Line Loan, if consented to by the applicable Swing Line Lender, on 

         the  earliest  occurring  maturity  date  such  Swing  Line  Loan  shall  be  deemed  reallocated  to  the 

         tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that 

         (x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to 

         exceed  the  aggregate  amount  of  such  Non-Expiring  Credit  Commitments,  immediately  prior  to 

         such reallocation the amount of Swing Line Loans to be reallocated equal to such excess shall be 

         repaid  or  Cash  Collateralized  and  (y)  notwithstanding  the  foregoing,  if  a  Default  or  Event  of 

         Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line 

         Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the 

         maturity date of the Expiring Credit Commitments or if the Loans have been accelerated prior to 

         the maturity date of the Expiring Credit Commitments.  Upon the maturity date of any tranche of 

         Revolving Credit Commitments, the Swing Line Sublimit may be reduced as agreed between the 

         Swing Line Lender and the Borrower, without the consent of any other Person. 

                  SECTION 2.05                  Prepayments.  

                           (a)                           Optional.    (i)  The  Borrower  may,  upon,  subject  to  clause  (iii)  below, 

         irrevocable  written  notice  to  the  Administrative  Agent,  at  any  time  or  from  time  to  time 

         voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium 

         or penalty (subject to Section 2.05(a)(iv)); provided that (1) such notice must be received by the 

         Administrative Agent not later than 12:00 noon New York City time (A) three (3) Business Days 

         prior  to  any  date  of  prepayment  of  Eurocurrency  Rate  Loans,  Bankers’  Acceptances  and  BA 

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         Equivalent  Loans  and  (B)  one  (1)  Business  Day  prior  to  any  date  of  prepayment  of  Base  Rate 

         Loans or Canadian Prime Rate Loans; (2) any prepayment of Eurocurrency Rate Loans, Bankers’ 

         Acceptances  and  BA  Equivalent  Loans  shall  be  in  a  minimum  principal  amount  of  Cdn. 

         $1,000,000  or  a  whole  multiple  of  Cdn.  $500,000  in  excess  thereof  (or  U.S.  $1,000,000,  or  a 

         whole  multiple  of  U.S.  $500,000  in  excess  thereof,  as  applicable);  and  (3)  any  prepayment  of 

         Base Rate Loans or Canadian Prime Rate Loans shall be in a minimum principal amount of Cdn. 

         $500,000 or a whole multiple of Cdn. $100,000 in excess thereof (or U.S. $500,000, or a whole 

         multiple  of  U.S.  $100,000  in  excess  thereof,  as  applicable),  or,  in  each  case,  if  less,  the  entire 

         principal amount thereof then outstanding.  Each such notice shall specify the date and amount of 

         such  prepayment  and  the  Class(es)  and  Type(s)  of  Loans  and  the  order  of  Borrowing(s)  to  be 

         prepaid.  The Administrative Agent will promptly notify each Appropriate Lender of its receipt of 

         each  such  notice,  and  of the  amount  of  such  Lender’s  Pro  Rata  Share  or other  applicable  share 

         provided for under this Agreement of such prepayment.  If such notice is given by the Borrower, 

         the Borrower shall make such prepayment and the payment amount specified in such notice shall 

         be due and payable on the date specified therein.  Any prepayment of a Eurocurrency Rate Loan 

         shall  be  accompanied  by  all  accrued  interest  thereon,  together  with  any  additional  amounts 

         required  pursuant  to  Section  3.05.    Any  prepayment  of  a  Bankers’  Acceptance  or  a  BA 

         Equivalent Loan prior to the last day of the Interest Period therefor shall be made by depositing 

         with the Administrative Agent the face amount of such drawing to be held by the Administrative 

         Agent in a Cash Collateral Account and irrevocably authorizing and directing the Administrative 

         Agent  to  apply  such  amount  on  the  last  day  of  such  Interest  Period  to  the  repayment  of  the 

         relevant Bankers’ Acceptance or BA Equivalent Loan, as applicable.  Title to the funds held in 

         such account shall pass to the Administrative Agent (for and on behalf of the applicable Lenders) 

         on  the  date  of  deposit  of  such  funds  with  the  Administrative  Agent  and  the  Borrower  hereby 

         acknowledges and agrees that it shall have no legal or beneficial interest in such funds after the 

         date  of  deposit  of  such  funds  in  such  Cash  Collateral  Account.    Interest  on  amounts  held  on 

         deposit  by  the  Administrative  Agent  (at  such  rate  as  determined  by  the  Administrative  Agent, 

         acting reasonably) shall be paid to the Borrower on the last day of such Interest Period.  In the 

         case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its 

         sole  discretion  select  the  Borrowing  or  Borrowings  (and  the  order  of  maturity  of  principal 

         payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance 

         with  their  respective  Pro  Rata  Shares  or  other  applicable  share  as  provided  for  under  this 

         Agreement. 

                                   (ii)                                   The  Borrower  may,  upon,  subject  to  clause  (iii)  below, 

                  irrevocable  written notice  to  the  Swing  Line  Lender (with a  copy  to  the  Administrative 

                  Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole 

                  or in part without premium or penalty; provided that (1) such notice must be received by 

                  the  Swing  Line  Lender  and  the  Administrative  Agent  not  later  than  12:00  noon  New 

                  York City time on the date of the prepayment, and (2) any such prepayment shall be in a 

                  minimum  principal  amount  of  Cdn.  $500,000  or  a  whole  multiple  of  Cdn.  $100,000  in 

                  excess thereof (or U.S. $500,000, or a whole multiple of U.S. $100,000 in excess thereof, 

                  as applicable) or, if less, the entire principal amount thereof then outstanding.  Each such 

                  notice shall specify the date and amount of such prepayment.  If such notice is given by 

                  the  Borrower,  the  Borrower  shall  make  such  prepayment  and  the  payment  amount 

                  specified in such notice shall be due and payable on the date specified therein. 

                                  (iii)                                                                         Notwithstanding  anything  to  the  contrary  contained  in  this 

                  Agreement, subject to the payment of any amounts owing pursuant to Section 3.05, the 

                  Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if 

                  such  prepayment  would  have  resulted  from  a  refinancing  of  all  or  a  portion  of  the 

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                  applicable  Facility,  which  refinancing  shall  not  be  consummated  or  shall  otherwise  be 

                  delayed.  Each prepayment of any Class of Term Loans pursuant to this Section 2.05(a) 

                  shall be applied in an order of priority to repayments thereof required pursuant to Section 

                  2.07(a) as directed by the Borrower and, absent such direction, shall be applied in direct 

                  order  of  maturity  to  repayments  thereof  required  pursuant  to  Section  2.07(a).    For  the 

                  avoidance  of  doubt,  any  prepayment  of  Initial  Term  Loans  pursuant  to  Section  2.05(a) 

                  shall be made on a pro rata basis among the Initial Term B-1 Loans and the Initial Term 

                  B-2  Loans;  provided  that, on  or  prior  to  the  Specified  Term  B-1  Termination  Date,  the 

                  Borrower  shall  be  permitted  to  prepay  Initial  Term  B-1  Loans  with  any  then-existing 

                  Specified Term B-1 Proceeds without a ratable prepayment on account of the Initial Term 

                  B-2 Loans and the Administrative Agent is hereby authorized and directed to apply funds 

                  held  in  the  Specified  Term  B-1  Proceeds  Account  to  the  Initial  Term  B-1  Loans  as 

                  aforesaid. 

                                  (iv)                                                                         In the event that, on or prior to the date that is six months after 

                  the Closing Date, the Borrower (x) prepays, refinances, substitutes or replaces any Initial 

                  Term Loans pursuant to a Repricing Transaction (including, for avoidance of doubt, any 

                  prepayment  made  pursuant  to  Section 2.05(b)(iv)  that  constitutes  a  Repricing 

                  Transaction),  or  (y)  effects  any  amendment,  amendment  and  restatement  or  other 

                  modification of this Agreement resulting in a Repricing Transaction, the Borrower shall 

                  pay to the Administrative Agent, for the ratable account of each of the applicable Term 

                  Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate 

                  principal amount of the Initial Term Loans so prepaid, refinanced, substituted or replaced 

                  and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount 

                  of the applicable Initial Term Loans outstanding immediately prior to such amendment.  

                  If, on or prior to the date that is six months after the Closing Date, any Term Lender that 

                  is  a  Non-Consenting  Lender  is  replaced  pursuant  to  Section  3.07(a)  in  connection  with 

                  any  amendment,  amendment  and  restatement  or  other  modification  of  this  Agreement 

                  resulting in a Repricing Transaction, such Term Lender (and not any Person who replaces 

                  such  Term  Lender  pursuant  to  Section  3.07(a))  shall  receive  its  pro  rata  portion  (as 

                  determined immediately prior to it being so replaced) of the prepayment premium or fee 

                  described in the preceding sentence.  Such amounts shall be due and payable on the date 

                  of effectiveness of such Repricing Transaction. 

                                   (v)                                   Notwithstanding  anything  in  any  Loan  Document  to  the 

                  contrary, so long as (x) no Default or Event of Default has occurred and is continuing and 

                  (y)  no  proceeds  from  any  Revolving  Credit  Loans  are  used  to  make  such  prepayments, 

                  any  Company  Party  may  prepay  the  outstanding  Term  Loans  (which  shall,  for  the 

                  avoidance of doubt, be automatically and permanently canceled immediately upon such 

                  prepayment) (or the Borrower or any of its Subsidiaries may purchase such outstanding 

                  Loans and immediately cancel them) on the following basis: 

                                             (A)                                                                                               Any  Company  Party  shall  have  the  right  to  make  a 

                           voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower 

                           Offer  of  Specified  Discount  Prepayment,  Borrower  Solicitation  of  Discount 

                           Range  Prepayment  Offers  or  Borrower  Solicitation  of  Discounted  Prepayment 

                           Offers  (any  such  prepayment,  the  “Discounted  Term  Loan  Prepayment”),  in 

                           each  case  made  in  accordance  with  this  Section 2.05(a)(v);  provided  that  no 

                           Company Party shall initiate any action under this Section 2.05(a)(v) in order to 

                           make a Discounted Term  Loan Prepayment unless (I) at least ten (10) Business 

                           Days  shall  have  passed  since  the  consummation  of  the  most  recent  Discounted 

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                           Term Loan Prepayment as a result of a prepayment made by a Company Party on 

                           the  applicable  Discounted  Prepayment  Effective  Date;  or  (II)  at  least  three  (3) 

                           Business Days shall have passed since the date the Company Party was notified 

                           that no Term Lender was willing to accept any prepayment of any Term Loan at 

                           the  Specified  Discount,  within  the  Discount  Range  or  at  any  discount  to  par 

                           value,  as  applicable,  or  in  the  case  of  Borrower  Solicitation  of  Discounted 

                           Prepayment Offers, the date of any Company Party’s election not to accept any 

                           Solicited Discounted Prepayment Offers. 

                                             (B)                                                                                               (1)                                                       Subject  to  the  proviso  to  subsection (A)  above, 

                           any  Company  Party  may  from  time  to  time  offer  to  make  a  Discounted  Term 

                           Loan Prepayment by providing the Auction Agent with five (5) Business Days’ 

                           notice in the form of a Specified Discount Prepayment Notice; provided that (I) 

                           any  such  offer  shall  be  made  available,  at  the  sole  discretion  of  the  Company 

                           Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any 

                           Class  of  Term  Loans  on  an  individual  tranche  basis,  (II)  any  such  offer  shall 

                           specify  the  aggregate  principal  amount  offered  to  be  prepaid  (the  “Specified 

                           Discount  Prepayment  Amount”)  with  respect  to  each  applicable  tranche,  the 

                           tranche  or  tranches  of  Term  Loans  subject  to  such  offer  and  the  specific 

                           percentage discount to par (the “Specified Discount”) of such Term Loans to be 

                           prepaid (it  being  understood  that  different  Specified Discounts and/or  Specified 

                           Discount Prepayment Amounts may be offered with respect to different tranches 

                           of Term  Loans  and, in  such  event, each  such  offer  will  be  treated  as  a separate 

                           offer  pursuant  to  the  terms  of  this  Section  2.05(a)(v)(B)),  (III)  the  Specified 

                           Discount Prepayment Amount shall be in an aggregate amount not less than Cdn. 

                           $10,000,000 and whole increments of Cdn. $1,000,000 in excess thereof (or U.S. 

                           $10,000,000,  or  a  whole  multiple  of  U.S.  $1,000,000  in  excess  thereof,  as 

                           applicable)  and  (IV)  each  such  offer  shall  remain  outstanding  through  the 

                           Specified  Discount  Prepayment  Response  Date.    The  Auction  Agent  will 

                           promptly  provide  each  Appropriate  Lender  with  a  copy  of  such  Specified 

                           Discount  Prepayment  Notice  and  a  form  of  the  Specified  Discount  Prepayment 

                           Response to be completed and returned by each such Term Lender to the Auction 

                           Agent (or its delegate) by no later than 5:00 p.m., on the third Business Day after 

                           the  date  of  delivery  of  such  notice  to  such  Lenders  (the  “Specified  Discount 

                           Prepayment Response Date”). 

                                                      (2)                                                      Each  Term  Lender  receiving  such  offer  shall 

                                    notify  the  Auction  Agent  (or  its  delegate)  by  the  Specified  Discount 

                                    Prepayment  Response  Date  whether  or  not  it  agrees  to  accept  a 

                                    prepayment of any of its applicable then outstanding Term Loans at the 

                                    Specified  Discount  and,  if  so  (such  accepting  Lender,  a  “Discount 

                                    Prepayment Accepting Lender”), the amount and the tranches of such 

                                    Lender’s  Term  Loans  to  be  prepaid  at  such  offered  discount.    Each 

                                    acceptance  of  a  Discounted  Term  Loan  Prepayment  by  a  Discount 

                                    Prepayment  Accepting  Lender  shall  be  irrevocable.    Any  Term  Lender 

                                    whose  Specified  Discount  Prepayment  Response  is  not  received  by  the 

                                    Auction  Agent  by  the  Specified  Discount  Prepayment  Response  Date 

                                    shall be deemed to have declined to accept the applicable Borrower Offer 

                                    of Specified Discount Prepayment. 

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                                                      (3)                                                      If  there  is  at  least  one  Discount  Prepayment 

                                    Accepting Lender, the relevant Company Party will make a prepayment 

                                    of  outstanding  Term  Loans  pursuant  to  this  paragraph  (B)  to  each 

                                    Discount  Prepayment  Accepting  Lender  in  accordance  with  the 

                                    respective  outstanding  amount  and  tranches of Term  Loans  specified in 

                                    such  Lender’s  Specified  Discount  Prepayment  Response  given  pursuant 

                                    to subsection (2) above; provided that, if the aggregate principal amount 

                                    of  Term  Loans  accepted  for  prepayment  by  all  Discount  Prepayment 

                                    Accepting Lenders exceeds the Specified Discount Prepayment Amount, 

                                    such prepayment shall be made pro rata among the Discount Prepayment 

                                    Accepting  Lenders  in  accordance  with  the  respective  principal  amounts 

                                    accepted  to  be  prepaid  by  each  such  Discount  Prepayment  Accepting 

                                    Lender and the Auction Agent (in consultation with such Company Party 

                                    and  subject  to  rounding  requirements  of  the  Auction  Agent  made  in  its 

                                    reasonable  discretion)  will  calculate  such  proration  (the  “Specified 

                                    Discount  Proration”).    The  Auction  Agent  shall  promptly,  and  in  any 

                                    case  within  three  (3)  Business  Days  following  the  Specified  Discount 

                                    Prepayment Response Date, notify (I) the relevant Company Party of the 

                                    respective  Term  Lenders’  responses  to  such  offer,  the  Discounted 

                                    Prepayment  Effective  Date  and  the  aggregate  principal  amount  of  the 

                                    Discounted  Term  Loan  Prepayment  and  the  tranches  to  be  prepaid,  (II) 

                                    each Term Lender of the Discounted Prepayment Effective Date, and the 

                                    aggregate principal amount and the tranches of Term Loans to be prepaid 

                                    at  the  Specified  Discount  on  such  date  and  (III)  each  Discount 

                                    Prepayment  Accepting  Lender  of  the  Specified  Discount  Proration,  if 

                                    any, and confirmation of the principal amount, tranche and Type of Term 

                                    Loans  of  such  Lender  to  be  prepaid  at  the  Specified  Discount  on  such 

                                    date.  Each determination by the Auction Agent of the amounts stated in 

                                    the foregoing notices to the Company Party and such Term Lenders shall 

                                    be  conclusive  and  binding  for  all  purposes  absent  manifest  error.    The 

                                    payment amount specified in such notice to the Company Party shall be 

                                    due and payable by such Company Party on the Discounted Prepayment 

                                    Effective  Date  in  accordance  with  subsection (F)  below  (subject  to 

                                    subsection (J) below). 

                                             (C)                                             (1)                                                       Subject  to  the  proviso  to  subsection (A)  above, 

                           any  Company  Party  may  from  time  to  time  solicit  Discount  Range  Prepayment 

                           Offers by providing the Auction Agent with five (5) Business Days’ notice in the 

                           form  of  a  Discount  Range  Prepayment  Notice;  provided  that  (I)  any  such 

                           solicitation  shall  be  extended,  at  the  sole  discretion  of  such  Company  Party,  to 

                           (x) each Term Lender and/or (y) each Term Lender with respect to any Class of 

                           Term Loans on an individual tranche basis, (II) any such notice shall specify the 

                           maximum aggregate principal amount of the relevant Term Loans (the “Discount 

                           Range Prepayment Amount”), the tranche or tranches of Term Loans subject to 

                           such  offer  and  the  maximum  and  minimum  percentage  discounts  to  par  (the 

                           “Discount Range”) of the principal amount of such Term Loans with respect to 

                           each  relevant  tranche  of  Term  Loans  willing  to  be  prepaid  by  such  Company 

                           Party (it being understood that different Discount Ranges and/or Discount Range 

                           Prepayment Amounts may be offered with respect to different tranches of Term 

                           Loans  and,  in  such  event,  each  such  offer  will  be  treated  as  a  separate  offer 

                           pursuant  to  the  terms  of  this  Section  2.05(a)(v)(C)),  (III)  the  Discount  Range 

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                           Prepayment  Amount  shall  be  in  an  aggregate  amount  not  less  than  Cdn. 

                           $10,000,000 and whole increments of Cdn. $1,000,000 in excess thereof (or U.S. 

                           $10,000,000,  or  a  whole  multiple  of  U.S.  $1,000,000  in  excess  thereof,  as 

                           applicable)  and  (IV)  each  such  solicitation  by  a  Company  Party  shall  remain 

                           outstanding  through  the  Discount  Range  Prepayment  Response  Date.    The 

                           Auction  Agent  will  promptly  provide  each  Appropriate  Lender  with  a  copy  of 

                           such  Discount  Range  Prepayment  Notice  and  a  form  of  the  Discount  Range 

                           Prepayment Offer to be submitted by a responding Lender to the Auction Agent 

                           (or  its  delegate)  by  no  later  than  5:00  p.m.,  on  the third  Business  Day  after  the 

                           date  of  delivery  of  such  notice  to  such  Lenders  (the  “Discount  Range 

                           Prepayment  Response  Date”).    Each  Term  Lender’s  Discount  Range 

                           Prepayment Offer shall be irrevocable and shall specify a discount to par within 

                           the Discount Range (the “Submitted Discount”) at which such Lender is willing 

                           to  allow  prepayment  of  any  or  all  of  its  then  outstanding  Term  Loans  of  the 

                           applicable tranche or tranches and the maximum aggregate principal amount and 

                           tranches  of  such  Lender’s  Term  Loans  (the  “Submitted  Amount”)  such  Term 

                           Lender is willing to have prepaid at the Submitted Discount.  Any Term Lender 

                           whose  Discount  Range  Prepayment  Offer  is  not received  by  the  Auction  Agent 

                           by  the  Discount  Range  Prepayment  Response  Date  shall  be  deemed  to  have 

                           declined to accept a Discounted Term Loan Prepayment of any of its Term Loans 

                           at any discount to their par value within the Discount Range. 

                                                      (2)                                                                                                                The  Auction  Agent  shall  review  all  Discount 

                                    Range Prepayment Offers received on or before the applicable Discount 

                                    Range  Prepayment  Response  Date  and  shall  determine  (in  consultation 

                                    with  such  Company  Party  and  subject  to  rounding  requirements  of  the 

                                    Auction  Agent  made  in  its  sole  reasonable  discretion)  the  Applicable 

                                    Discount and Term Loans to be prepaid at such Applicable Discount in 

                                    accordance with this subsection (C).  The relevant Company Party agrees 

                                    to accept on the Discount Range Prepayment Response Date all Discount 

                                    Range  Prepayment  Offers  received  by  Auction  Agent  by  the  Discount 

                                    Range  Prepayment  Response  Date,  in  the  order  from  the  Submitted 

                                    Discount that is the largest discount to par to the Submitted Discount that 

                                    is  the  smallest  discount  to  par,  up  to  and  including  the  Submitted 

                                    Discount that is  the  smallest  discount to  par  within  the  Discount  Range 

                                    (such Submitted Discount that is the smallest discount to par within the 

                                    Discount Range being referred to as the “Applicable Discount”) which 

                                    yields  a  Discounted  Term  Loan  Prepayment  in  an  aggregate  principal 

                                    amount  equal  to  the  lower  of  (I)  the  Discount  Range  Prepayment 

                                    Amount and (II) the sum of all Submitted Amounts.  Each Term Lender 

                                    that  has  submitted  a  Discount  Range  Prepayment  Offer  to  accept 

                                    prepayment  at  a  discount  to  par  that  is  larger  than  or  equal  to  the 

                                    Applicable  Discount  shall  be  deemed  to  have  irrevocably  consented  to 

                                    prepayment  of  Term  Loans  equal  to  its  Submitted  Amount  (subject  to 

                                    any  required  proration  pursuant  to  the  following  subsection (3))  at  the 

                                    Applicable  Discount  (each  such  Term  Lender,  a  “Participating 

                                    Lender”). 

                                                      (3)                                                                                                                If  there  is  at  least  one  Participating  Lender,  the 

                                    relevant  Company  Party  will  prepay  the  respective  outstanding  Term 

                                    Loans of each Participating Lender in the aggregate principal amount and 

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                                    of  the  tranches  specified  in  such  Lender’s  Discount  Range  Prepayment 

                                    Offer at the Applicable Discount; provided that if the Submitted Amount 

                                    by all Participating Lenders offered at a discount to par greater than the 

                                    Applicable  Discount  exceeds  the  Discount  Range  Prepayment  Amount, 

                                    prepayment of the principal amount of the relevant Term Loans for those 

                                    Participating  Lenders  whose  Submitted  Discount  is  a  discount  to  par 

                                    greater  than  or  equal  to  the  Applicable  Discount  (the  “Identified 

                                    Participating  Lenders”)  shall  be  made  pro  rata  among  the  Identified 

                                    Participating Lenders in accordance with the Submitted Amount of each 

                                    such  Identified  Participating  Lender  and  the  Auction  Agent  (in 

                                    consultation  with  such  Company  Party  and  subject  to  rounding 

                                    requirements  of  the  Auction  Agent  made  in  its  sole  reasonable 

                                    discretion)  will  calculate  such  proration  (the  “Discount  Range 

                                    Proration”).  The Auction Agent shall promptly, and in any case within 

                                    five  (5)  Business  Days  following  the  Discount  Range  Prepayment 

                                    Response  Date,  notify  (I)  the  relevant  Company  Party  of  the  respective 

                                    Term  Lenders’  responses  to  such  solicitation,  the  Discounted 

                                    Prepayment  Effective  Date,  the  Applicable  Discount,  and  the  aggregate 

                                    principal  amount  of  the  Discounted  Term  Loan  Prepayment  and  the 

                                    tranches  to  be  prepaid,  (II)  each  Term  Lender  of  the  Discounted 

                                    Prepayment  Effective  Date,  the  Applicable  Discount,  and  the  aggregate 

                                    principal  amount  and  tranches  of  Term  Loans  to  be  prepaid  at  the 

                                    Applicable Discount on such date, (III) each Participating Lender of the 

                                    aggregate  principal  amount  and  tranches  of  such  Term  Lender  to  be 

                                    prepaid at the Applicable Discount on such date, and (IV) if applicable, 

                                    each  Identified  Participating  Lender  of  the  Discount  Range  Proration.  

                                    Each  determination  by  the  Auction  Agent  of  the  amounts  stated  in  the 

                                    foregoing notices to the relevant Company Party and Term Lenders shall 

                                    be  conclusive  and  binding  for  all  purposes  absent  manifest  error.    The 

                                    payment amount specified in such notice to the Company Party shall be 

                                    due and payable by such Company Party on the Discounted Prepayment 

                                    Effective  Date  in  accordance  with  subsection (F)  below  (subject  to 

                                    subsection (J) below). 

                                             (D)                                             (1)                                                       Subject  to  the  proviso  to  subsection (A)  above, 

                           any  Company  Party  may  from  time  to  time  solicit  Solicited  Discounted 

                           Prepayment Offers by providing the Auction Agent with five (5) Business Days’ 

                           notice in the form of a Solicited Discounted Prepayment Notice; provided that (I) 

                           any  such  solicitation  shall  be  extended,  at  the  sole  discretion  of  such  Company 

                           Party, to (x) each Term Lender and/or (y) each Lender with respect to any Class 

                           of  Loans  on  an  individual  tranche  basis,  (II)  any  such  notice  shall  specify  the 

                           maximum  aggregate  amount  of  the  Term  Loans  (the  “Solicited  Discounted 

                           Prepayment  Amount”)  and  the  tranche  or  tranches  of  Term  Loans  the 

                           applicable  Borrower is  willing  to  prepay  at  a  discount  (it  being  understood that 

                           different Solicited Discounted Prepayment Amounts may be offered with respect 

                           to  different  tranches  of Term  Loans  and,  in  such  event,  each  such  offer  will  be 

                           treated as separate offer pursuant to the terms of this Section 2.05(a)(v)(D)), (III) 

                           the  Solicited  Discounted  Prepayment  Amount  shall  be  in  an  aggregate  amount 

                           not  less  than  Cdn.  $10,000,000  and  whole  increments  of  Cdn.  $1,000,000  in 

                           excess thereof  (or  U.S. $10,000,000,  or  a  whole  multiple of  U.S.  $1,000,000 in 

                           excess thereof, as applicable) and (IV) each such solicitation by a Company Party 

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                           shall remain outstanding through the Solicited Discounted Prepayment Response 

                           Date.  The Auction Agent will promptly provide each Appropriate Lender with a 

                           copy of such Solicited Discounted Prepayment Notice and a form of the Solicited 

                           Discounted  Prepayment  Offer  to  be  submitted  by  a  responding  Lender  to  the 

                           Auction Agent (or its delegate) by no later than 5:00 p.m., on the third Business 

                           Day  after  the  date  of  delivery  of  such  notice  to  such  Term  Lenders  (the 

                           “Solicited  Discounted  Prepayment  Response  Date”).    Each  Term  Lender’s 

                           Solicited  Discounted  Prepayment  Offer  shall  (x)  be  irrevocable,  (y)  remain 

                           outstanding until the Acceptance Date, and (z) specify both a discount to par (the 

                           “Offered Discount”) at which such Term Lender is willing to allow prepayment 

                           of its then outstanding Term Loan and the maximum aggregate principal amount 

                           and tranches of such Term Loans (the “Offered Amount”) such Term Lender is 

                           willing  to  have  prepaid  at  the  Offered  Discount.    Any  Term  Lender  whose 

                           Solicited Discounted Prepayment Offer is not received by the Auction Agent by 

                           the  Solicited  Discounted  Prepayment  Response  Date  shall  be  deemed  to  have 

                           declined prepayment of any of its Term Loans at any discount. 

                                                      (2)                                                                                                                The  Auction  Agent  shall  promptly  provide  the 

                                    relevant  Company  Party  with  a  copy  of  all  Solicited  Discounted 

                                    Prepayment  Offers  received  on  or  before  the  Solicited  Discounted 

                                    Prepayment Response Date.  Such Company Party shall review all such 

                                    Solicited  Discounted  Prepayment  Offers  and  select  the  largest  of  the 

                                    Offered Discounts specified by the relevant responding Term Lenders in 

                                    the  Solicited  Discounted  Prepayment  Offers  that  is  acceptable  to  the 

                                    Company  Party  (the  “Acceptable  Discount”),  if  any.    If  the  Company 

                                    Party elects to accept any Offered Discount as the Acceptable Discount, 

                                    then  as  soon  as  practicable  after  the  determination  of  the  Acceptable 

                                    Discount, but  in  no event later than by  the  third  Business  Day  after  the 

                                    date of receipt by such Company Party from the Auction Agent of a copy 

                                    of  all  Solicited  Discounted  Prepayment  Offers  pursuant  to  the  first 

                                    sentence  of  this  subsection (2)  (the  “Acceptance  Date”),  the  Company 

                                    Party shall submit an Acceptance and Prepayment Notice to the Auction 

                                    Agent setting forth the Acceptable Discount.  If the Auction Agent shall 

                                    fail to receive an Acceptance and Prepayment Notice from the Company 

                                    Party by the Acceptance Date, such Company Party shall be deemed to 

                                    have rejected all Solicited Discounted Prepayment Offers. 

                                                      (3)                                                      Based  upon  the  Acceptable  Discount  and  the 

                                    Solicited  Discounted  Prepayment  Offers  received  by  Auction  Agent  by 

                                    the  Solicited  Discounted  Prepayment  Response  Date,  within  three  (3) 

                                    Business  Days  after  receipt  of  an  Acceptance  and  Prepayment  Notice 

                                    (the  “Discounted  Prepayment  Determination  Date”),  the  Auction 

                                    Agent  will  determine  (in  consultation  with  such  Company  Party  and 

                                    subject  to  rounding  requirements  of the  Auction  Agent  made  in its  sole 

                                    reasonable discretion) the aggregate principal amount and the tranches of 

                                    Term Loans (the “Acceptable Prepayment Amount”) to be prepaid by 

                                    the  relevant  Company  Party  at  the  Acceptable  Discount  in  accordance 

                                    with  this  Section 2.05(a)(v)(D).    If  the  Company  Party  elects  to  accept 

                                    any  Acceptable  Discount,  then  the  Company  Party  agrees  to  accept  all 

                                    Solicited  Discounted  Prepayment  Offers  received  by  Auction  Agent  by 

                                    the  Solicited  Discounted  Prepayment  Response  Date,  in  the  order  from 

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                                    largest  Offered  Discount  to  smallest  Offered  Discount,  up  to  and 

                                    including  the  Acceptable  Discount.    Each  Term  Lender  that  has 

                                    submitted  a  Solicited  Discounted  Prepayment  Offer  with  an  Offered 

                                    Discount that is greater than or equal to the Acceptable Discount shall be 

                                    deemed  to  have  irrevocably  consented  to  prepayment  of  Term  Loans 

                                    equal to  its  Offered  Amount  (subject  to  any  required  pro-rata  reduction 

                                    pursuant  to  the  following  sentence)  at  the  Acceptable  Discount  (each 

                                    such Lender, a “Qualifying Lender”).  The Company Party will prepay 

                                    outstanding  Term  Loans  pursuant  to  this  subsection (D)  to  each 

                                    Qualifying Lender in the aggregate principal amount and of the tranches 

                                    specified in such Lender’s Solicited Discounted Prepayment Offer at the 

                                    Acceptable Discount; provided that if the aggregate Offered Amount by 

                                    all  Qualifying  Lenders  whose  Offered  Discount is  greater than  or equal 

                                    to the Acceptable Discount exceeds the Solicited Discounted Prepayment 

                                    Amount,  prepayment  of  the  principal  amount  of  the  Term  Loans  for 

                                    those  Qualifying  Lenders  whose  Offered  Discount  is  greater  than  or 

                                    equal to the Acceptable Discount (the “Identified Qualifying Lenders”) 

                                    shall  be  made  pro  rata  among  the  Identified  Qualifying  Lenders  in 

                                    accordance with the Offered Amount of each such Identified Qualifying 

                                    Lender and the Auction Agent (in consultation with such Company Party 

                                    and  subject  to  rounding  requirements  of  the  Auction  Agent  made  in  its 

                                    sole  reasonable  discretion)  will  calculate  such  proration  (the  “Solicited 

                                    Discount  Proration”).    On  or  prior  to  the  Discounted  Prepayment 

                                    Determination  Date,  the  Auction  Agent  shall  promptly  notify  (I)  the 

                                    relevant  Company  Party  of  the  Discounted  Prepayment  Effective  Date 

                                    and  Acceptable  Prepayment  Amount  comprising  the  Discounted  Term 

                                    Loan Prepayment and the tranches to be prepaid, (II) each Term Lender 

                                    of the Discounted Prepayment Effective Date, the Acceptable Discount, 

                                    and  the  Acceptable  Prepayment  Amount  of  all  Term  Loans  and  the 

                                    tranches to be prepaid to be prepaid at the Applicable Discount on such 

                                    date, (III) each Qualifying Lender of the aggregate principal amount and 

                                    the  tranches  of  such  Term  Lender  to  be  prepaid  at  the  Acceptable 

                                    Discount on such date, and (IV) if applicable, each Identified Qualifying 

                                    Lender  of  the  Solicited  Discount  Proration.    Each  determination  by  the 

                                    Auction  Agent  of  the  amounts  stated  in  the  foregoing  notices  to  such 

                                    Company Party and Term Lenders shall be conclusive and binding for all 

                                    purposes  absent  manifest error.   The  payment  amount  specified in  such 

                                    notice  to  such  Company  Party  shall  be  due  and  payable  by  such 

                                    Company  Party  on  the  Discounted  Prepayment  Effective  Date  in 

                                    accordance with subsection (F) below (subject to subsection (J) below). 

                                             (E)                                             In  connection  with  any  Discounted  Term  Loan 

                           Prepayment, the Company Parties and the Term Lenders acknowledge and agree 

                           that the Auction Agent may require as a condition to any Discounted Term Loan 

                           Prepayment, the payment of customary fees and expenses from a Company Party 

                           in connection therewith. 

                                             (F)                                                                                              If  any  Term  Loan  is  prepaid  in  accordance  with 

                           paragraphs  (B)  through  (D)  above,  a  Company  Party  shall  prepay  such  Term 

                           Loans  on  the  Discounted  Prepayment  Effective  Date.    The  relevant  Company 

                           Party  shall  make  such  prepayment  to the  Administrative  Agent,  for the account 

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                           of  the  Discount  Prepayment  Accepting  Lenders,  Participating  Lenders,  or 

                           Qualifying  Lenders,  as  applicable,  at  the  Administrative  Agent’s  Office  in 

                           immediately  available  funds  not  later  than  11:00  a.m.  on  the  Discounted 

                           Prepayment  Effective  Date  and  all  such  prepayments  shall  be  applied  to  the 

                           remaining  principal  installments  of  the  relevant  tranche  of  Loans  on  a  pro-rata 

                           basis across such installments.  The Term Loans so prepaid shall be accompanied 

                           by all accrued and unpaid interest on the par principal amount so prepaid up to, 

                           but not including, the Discounted Prepayment Effective Date.  Each prepayment 

                           of the outstanding Term Loans pursuant to this Section 2.05(a)(v) shall be paid to 

                           the  Discount  Prepayment  Accepting  Lenders,  Participating  Lenders,  or 

                           Qualifying Lenders, as applicable, and shall be applied to the relevant Loans of 

                           such Lenders in accordance with their respective Pro Rata Shares.  The aggregate 

                           principal  amount  of  the  tranches  and  installments  of  the  relevant  Term  Loans 

                           outstanding  shall  be  deemed  reduced  by  the  full  par  value  of  the  aggregate 

                           principal  amount  of  the  tranches  of  Term  Loans  prepaid  on  the  Discounted 

                           Prepayment  Effective  Date  in  any  Discounted  Term  Loan  Prepayment.    In 

                           connection with each prepayment pursuant to this Section 2.05(a)(v), the relevant 

                           Company  Party  shall  waive  any  right  to  bring  any  action  against  the 

                           Administrative  Agent,  in  its  capacity  as  such,  in  connection  with  any  such 

                           Discounted Term Loan Prepayment. 

                                             (G)                                             To  the  extent  not  expressly  provided  for  herein,  each 

                           Discounted  Term  Loan  Prepayment  shall  be  consummated  pursuant  to 

                           procedures  consistent  with  the  provisions  in  this  Section 2.05(a)(v),  established 

                           by the Auction Agent acting in its reasonable discretion and as reasonably agreed 

                           by the applicable Borrower. 

                                             (H)                                             Notwithstanding anything in any Loan Document to the 

                           contrary,  for  purposes  of  this  Section 2.05(a)(v),  each  notice  or  other 

                           communication  required  to  be  delivered  or  otherwise  provided  to  the  Auction 

                           Agent  (or  its  delegate)  shall  be  deemed  to  have  been  given  upon  the  Auction 

                           Agent’s  (or  its  delegate’s)  actual  receipt  during  normal  business  hours  of  such 

                           notice  or  communication;  provided  that  any  notice  or  communication  actually 

                           received outside of normal business hours shall be deemed to have been given as 

                           of the opening of business on the next Business Day. 

                                             (I)                                             Each  of  the  Company  Parties  and  the  Term  Lenders 

                           acknowledge  and  agree  that  the  Auction  Agent  may  perform  any  and  all  of  its 

                           duties  under  this  Section 2.05(a)(v)  by  itself  or  through  any  Affiliate  of  the 

                           Auction  Agent  and  expressly  consents  to  any  such  delegation  of  duties  by  the 

                           Auction Agent to such Affiliate and the performance of such delegated duties by 

                           such  Affiliate.    The  exculpatory  provisions  pursuant  to  this  Agreement  shall 

                           apply  to  each  Affiliate  of  the  Auction  Agent  and  its  respective  activities  in 

                           connection  with  any  Discounted  Term  Loan  Prepayment  provided  for  in  this 

                           Section 2.05(a)(v) as well as activities of the Auction Agent. 

                                             (J)                                                                                              Each  Company  Party  shall  have  the  right,  by  written 

                           notice to the Auction Agent, to revoke in full (but not in part) its offer to make a 

                           Discounted  Term  Loan  Prepayment  and  rescind  the  applicable  Specified 

                           Discount  Prepayment  Notice,  Discount  Range  Prepayment  Notice  or  Solicited 

                           Discounted Prepayment Notice therefor at its discretion at any time on or prior to 

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                           the applicable Specified Discount Prepayment Response Date (and if such offer 

                           is revoked pursuant to the preceding clauses, any failure by such Company Party 

                           to  make  any  prepayment  to  a  Lender,  as  applicable,  pursuant  to  this 

                           Section 2.05(a)(v)  shall  not  constitute  a  Default  or  Event  of  Default  under 

                           Section 8.01 or otherwise). 

                           (b)                                                          Mandatory.  (i) Within five (5) Business Days after financial statements 

         are required to have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year 

         ending  December  31,  2013)  and  the  related  Compliance  Certificate  is  required  to  be  delivered 

         pursuant  to  Section  6.02(a),  the  Borrower  shall  cause to  be  offered  to  be  prepaid  in accordance 

         with clause (ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) 

         the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such 

         financial  statements  minus  (B)  the  sum  of  (1)  all  voluntary  prepayments  of  Term  Loans  made 

         during such fiscal year or after year-end and prior to when such Excess Cash Flow prepayment is 

         due  (including  the  aggregate  principal  amount  of  Term  Loans  prepaid  pursuant  to  Section 

         2.05(a)(v) during such time (to the extent of cash payments made in respect thereof)) and (2) all 

         voluntary prepayments of Revolving Credit Loans during such fiscal year or after year-end and 

         prior  to  when  such  Excess  Cash  Flow  prepayment  is  due  to  the  extent  the  Revolving  Credit 

         Commitments are permanently reduced by the amount of such payments, in the case of each of 

         the  immediately  preceding  clauses  (1)  and  (2),  to  the  extent  such  prepayments  are  funded  with 

         internally generated cash. 

                                   (ii)                                   If (x) the Borrower or any Restricted Subsidiary of the Borrower 

                  Disposes of any property or assets (other than any Disposition of any property or assets 

                  permitted  by  Section  7.05(a), (b),  (c),  (e), (g),  (i),  (j) or (k)),  or (y)  any  Casualty  Event 

                  occurs,  which  results  in  the  realization  or  receipt  by  the  Borrower  or  Restricted 

                  Subsidiary  of  Net  Proceeds,  the  Borrower  shall  cause  to  be  offered  to  be  prepaid  in 

                  accordance with clause (ix) below, on or prior to the date which is ten (10) Business Days 

                  after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of 

                  such Net Proceeds an aggregate principal amount of Term Loans in an amount equal to 

                  100% of all Net Proceeds received; provided that if at the time that any such prepayment 

                  would be required, the Borrower is required to offer to repurchase Permitted First Priority 

                  Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu 

                  basis  with  the  Obligations)  pursuant  to  the  terms  of  the  documentation  governing  such 

                  Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted 

                  First Priority Refinancing Debt (or Permitted Refinancing thereof) required to be offered 

                  to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply 

                  such  Net  Proceeds  on  a  pro  rata  basis  (determined  on  the  basis  of  the  aggregate 

                  outstanding  principal  amount  of  the  Term  Loans  and  Other  Applicable  Indebtedness  at 

                  such time) to the prepayment of the Term Loans and to the repurchase or prepayment of 

                  Other  Applicable  Indebtedness,  and  the  amount  of  prepayment  of  the  Term  Loans  that 

                  would have otherwise been required pursuant to this Section 2.05(b)(ii) shall be reduced 

                  accordingly; provided, further that (A) the portion of such net proceeds allocated to the 

                  Other Applicable Indebtedness shall not exceed the amount of such net proceeds required 

                  to  be  allocated  to  the  Other  Applicable  Indebtedness  pursuant  to  the  terms  thereof,  and 

                  the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans 

                  in  accordance  with  the  terms  hereof)  and  (B)  to  the  extent  the  holders  of  Other 

                  Applicable  Indebtedness  decline  to  have  such  indebtedness  repurchased  or  prepaid,  the 

                  declined amount shall promptly (and in any event within ten (10) Business Days after the 

                  date of such rejection) be applied to prepay the Term Loans in accordance with the terms 

                  hereof. 

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                                  (iii)                                  To  the  extent  that  any  Specified  Term  B-1  Proceeds  remain  in 

                  the Specified Term B-1 Proceeds Account after the Specified Term B-1 Termination Date 

                  or  to  the  extent  that  the  proceeds  therefrom  are  not  applied  in  accordance  with  Section 

                  2.02(c)  and  the  Specified  Term  B-1  Escrow  Condition,  payment  shall  be  made  by  the 

                  Borrower in respect of the Obligations on the first Business Day following the Specified 

                  Term B-1 Termination Date or promptly following such non-application, as the case may 

                  be,  in  each  case,  in  an  amount  equal  to  such  excess  proceeds,  as  follows:  first,  to  the 

                  prepayment  of  principal  in  respect  of  the  Initial  Term  B-1  Loans,  second,  to  the 

                  repayment of principal in respect of the Initial Term B-2 Loans, third, to the payment of 

                  all  then-outstanding  Obligations  owing  to  the  Lenders  under  the  Loan  Documents  and 

                  fourth,  to  the  Borrower  or  as  the  Borrower  shall  otherwise  direct.    The  Administrative 

                  Agent  is  hereby  authorized  and  directed  to  apply  funds  held  in  Specified  Term  B-1 

                  Proceeds Account to the Obligations as set forth in this Section 2.05(b)(iii). 

                                  (iv)                                                                         If the Borrower or any Restricted Subsidiary incurs or issues any 

                  Indebtedness  after  the  Closing  Date  (other  than  Indebtedness  not  prohibited  under 

                  Section  7.03  (other  than  Indebtedness  that  is  intended  to  constitute  Credit  Agreement 

                  Refinancing  Indebtedness),  the  Borrower  shall  cause  to  be  offered  to  be  prepaid  in 

                  accordance  with  clause  (ix)  below  an  aggregate  principal  amount  of  Term  Loans  in  an 

                  amount  equal  to  100%  of  all  Net  Proceeds  received  therefrom  on  or  prior  to  the  date 

                  which  is  five  (5)  Business  Days  after  the  receipt  by  the  Borrower  or  such  Restricted 

                  Subsidiary of such Net Proceeds. 

                                   (v)                                   If  for  any  reason  the  aggregate  Revolving  Credit  Exposures  at 

                  any time exceeds the aggregate Revolving Credit Commitments then in effect (including, 

                  for the avoidance of doubt, as a result of the termination of any Class of Revolving Credit 

                  Commitments  on  the  Maturity  Date  with  respect  thereto  or  a  change  in  the  Canadian 

                  Dollar  Equivalent  or  U.S.  Dollar  Equivalent  applicable  to  any  outstanding  Loans  or 

                  Letters of  Credit),  the  Borrower  shall  promptly  prepay  or  cause to  be promptly  prepaid 

                  Revolving  Credit  Loans  and  Swing  Line  Loans  and/or  Cash  Collateralize  the  L/C 

                  Obligations  in  an  aggregate  amount  equal  to  such  excess;  provided  that  the  Borrower 

                  shall  not  be  required to  Cash  Collateralize  the  L/C  Obligations  pursuant  to  this Section 

                  2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing 

                  Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit 

                  Commitments then in effect. 

                                  (vi)                                  Except  with  respect  to  Loans  incurred  in  connection  with  any 

                  Refinancing Amendment, Term Loan Extension Request, Revolver Extension Request or 

                  any Incremental Amendment, and subject to Section 2.05(b)(iii), (A) each prepayment of 

                  Term  Loans  pursuant  to  this  Section 2.05(b)  shall  be  applied  ratably  to  each  Class  of 

                  Term Loans then outstanding (provided that (i) any prepayment of Term Loans with the 

                  Net  Proceeds  of  Credit  Agreement  Refinancing  Indebtedness  shall  be  applied  solely  to 

                  each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans 

                  may specify that one or more other Classes of Term Loans and Incremental Term Loans 

                  may be prepaid prior to such Class of Incremental Term Loans); (B) with respect to each 

                  Class  of  Term  Loans,  each  prepayment  pursuant  to  clauses  (i)  through  (iv)  of  this 

                  Section 2.05(b)  shall  be  applied  to  the  scheduled  installments  of  principal  thereof 

                  following the date of prepayment pursuant to Section 2.07(a) in direct order of maturity; 

                  and  (C)  each  such  prepayment  shall  be  paid  to  the  Lenders  in  accordance  with  their 

                  respective Pro Rata Shares of such prepayment. 

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                                 (vii)                                 The Borrower shall notify the Administrative Agent in writing of 

                  any  mandatory  prepayment  of  Term  Loans  required  to  be  made  pursuant  to  clauses  (i) 

                  through  (iv)  of  this  Section  2.05(b)  at  least  four  (4)  Business  Days  prior  to  the  date  of 

                  such  prepayment.    Each  such  notice  shall  specify  the  date  of  such  prepayment  and 

                  provide  a  reasonably  detailed  calculation  of  the  amount  of  such  prepayment.    The 

                  Administrative Agent will promptly notify each Appropriate Lender of the contents of the 

                  Borrower’s  prepayment  notice  and  of  such  Appropriate  Lender’s  Pro  Rata  Share  of  the 

                  prepayment. 

                                (viii)                                Funding Losses, Etc.  (A) Eurocurrency Rate Loan prepayments 

                  under  this  Section  2.05  on  a  date  other  than  the  last  day  of  an  Interest  Period  therefor, 

                  shall  be  made  together  with  any  amounts  owing  in  respect  of  such  Eurocurrency  Rate 

                  Loan  pursuant to  Section  3.05.    Notwithstanding  any  of  the  other  provisions  of Section 

                  2.05(b),  so  long  as  no  Event  of  Default  shall  have  occurred  and  be  continuing,  if  any 

                  prepayment  of  Eurocurrency  Rate  Loans  is  required  to  be  made  under  this  Section 

                  2.05(b), prior to the last day of the Interest Period therefor, the Borrower may, in its sole 

                  discretion,  deposit  the  amount  of  any  such  prepayment  otherwise  required  to  be  made 

                  thereunder  into  a  Cash  Collateral  Account  until  the  last  day  of  such  Interest  Period,  at 

                  which time the Administrative Agent shall be authorized (without any further action by 

                  or notice to or from the Borrower or any other Loan Party) to apply such amount to the 

                  repayment of such Loans in accordance with this Section 2.05(b); provided that upon the 

                  occurrence and during the continuance of any Event of Default, the Administrative Agent 

                  shall also be authorized (without any further action by or notice to or from the Borrower 

                  or any other Loan Party) to apply such amount to the repayment of the outstanding Loans 

                  in accordance with this Section 2.05(b); and (B) all prepayments under this Section 2.05 

                  of  a  Bankers’  Acceptance or  a  BA  Equivalent  Loan prior  to  the  last  day  of the  Interest 

                  Period  therefor  shall  be  made  by  depositing  with  the  Administrative  Agent  the  face 

                  amount  of  such  drawing  to  be  held  by  the  Administrative  Agent  in  a  Cash  Collateral 

                  Account  and  irrevocably  authorizing  and  directing  the  Administrative  Agent  to  apply 

                  such  amount  on  the  last  day  of  such  Interest  Period  to  the  repayment  of  the  relevant  

                  Bankers’ Acceptance or BA Equivalent Loan, as applicable; provided that, in the case of 

                  this clause (B), (1) title to the funds held in such Cash Collateral Account shall pass to the 

                  Administrative Agent (for and on behalf of the applicable Lenders) on the date of deposit 

                  of such funds with the Administrative Agent and the Borrower hereby acknowledges and 

                  agrees  that  it  shall  have  no  legal  or  beneficial  interest  in  such  funds  after  the  date  of 

                  deposit of such funds in such Cash Collateral Account and (2) interest on amounts held 

                  on deposit by the Administrative Agent (at such rate as determined by the Administrative 

                  Agent, acting reasonably) shall be paid to the Borrower on the last day of such Interest 

                  Period. 

                                  (ix)                                                                         Term Opt-out of Prepayment.  With respect to each prepayment 

                  of  Term  Loans  required  pursuant  to  Section  2.05(b)  (other  than  (x)  in  the  case  of 

                  prepayments  to  be  made  pursuant  to  Section  2.05(b)(iv),  to  the  extent  that  any  such 

                  prepayments  are  to  be  made  in  connection  with  the  issuance  or  incurrence  of  Credit 

                  Agreement  Refinancing  Indebtedness  and  (y)  prepayments  made  pursuant  to  Section 

                  2.05(b)(iii)),  (A)  the  Borrower  will,  not  later  than  the  date  specified  in  Sections 

                  2.05(b)(i),  (ii)  or  (iv)  for  offering  to  make  such  prepayment,  give  the  Administrative 

                  Agent  telephonic  notice  (promptly  confirmed  in  writing)  requesting  that  the 

                  Administrative Agent provide notice of such offer of prepayment to each Lender of Term 

                  Loans, (B) the Administrative Agent shall provide notice of such offer of prepayment to 

                  each Lender of Term Loans, (C) each Lender of Term Loans will have the right to refuse 

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                  such offer of prepayment  by  giving written notice of such refusal to the Administrative 

                  Agent  within  one  (1)  Business  Day  after  such  Lender’s  receipt  of  notice  from  the 

                  Administrative  Agent  of  such  offer  of  prepayment  (and  the  Borrower  shall  not  prepay 

                  any Term Loans of such Lender on the date that is specified in clause (D) below), (D) the 

                  Borrower  will  make  all  such  prepayments  not  so refused  upon the fourth  Business  Day 

                  after  delivery  of  notice  by  the  Borrower  pursuant  to  Section  2.05(b)(vii)  and  (E)  any 

                  prepayment  refused  by  Lenders  of  Term  Loans  (such  refused  amounts,  the  “Declined 

                  Proceeds”)  shall  be  applied  in  accordance  with  the  mandatory  prepayment  provisions 

                  under  the  Second  Lien  Term  Loan  Facility  Credit  Agreement  (and  any  such  amounts 

                  refused by the lenders under the Second Lien Term Loan Facility may be retained by the 

                  Borrower)  (or,  if  the  Second  Lien  Term  Loan  Facility  is  no  longer  outstanding,  such 

                  Declined Proceeds may be retained by the Borrower). 

                                   (x)                                                                          Subject to Section 2.05(b)(iii), in connection with any mandatory 

                  prepayments  by  the  Borrower  of  the Term  Loans  pursuant to this  Section  2.05(b),  such 

                  prepayments  shall  be  applied  on  a  pro  rata  basis  to  the  then  outstanding  Term  Loans 

                  being prepaid irrespective of whether such outstanding Term Loans are Base Rate Loans, 

                  Canadian  Prime  Rate  Loans,  Eurocurrency  Rate  Loans,  Bankers’  Acceptances  or  BA 

                  Equivalent  Loans;  provided  that  if  no  Lenders  exercise  the  right  to  waive  a  given 

                  mandatory  prepayment  of  the  Term  Loans  pursuant  to  Section  2.05(b)(ix),  then,  with 

                  respect to such mandatory prepayment, the amount of such mandatory prepayment shall 

                  be applied first to Term Loans that are Base Rate Loans or Canadian Prime Rate Loans to 

                  the full extent thereof before application to Term Loans that are Eurocurrency Rate Loans 

                  or Bankers’ Acceptances or BA Equivalent Loans in a manner that minimizes the amount 

                  of any payments required to be made by the Borrower pursuant to Section 3.05 and cash 

                  collateral required pursuant to Section 2.05(b)(ix). 

                                  (xi)                                                                         Foreign  Dispositions.    Notwithstanding  any  other  provisions  of 

                  this Section 2.05, (i) to the extent that any of or all the Net Proceeds of any Disposition 

                  by a Subsidiary not organized under the Laws of the United States or Canada or any state, 

                  province or territory in each case thereof (“Foreign Disposition”) or Excess Cash Flow 

                  attributable  to  any  such  Subsidiaries  are  prohibited  or  delayed  by  applicable  local  law 

                  from being repatriated to the United States or Canada, the portion of such Net Proceeds 

                  or Excess Cash Flow so affected will not be required to be applied to repay Term Loans 

                  at  the  times  provided  in  this  Section  2.05  but  may  be  retained  by  the  applicable 

                  Subsidiary  so  long,  but  only  so  long,  as  the  applicable  local  law  will  not  permit 

                  repatriation  to  the  United  States  or  Canada  (the  Borrower  hereby  agreeing  to  cause  the 

                  applicable Subsidiary to promptly take all actions reasonably required by the applicable 

                  local law to permit such repatriation), and once such repatriation of any of such affected 

                  Net Proceeds or Excess Cash Flow that, in each case, would otherwise be required to be 

                  used  to  make  an  offer  of  prepayment  pursuant  to  Section  2.05(b)(i)  or  2.05(b)(ii),  is 

                  permitted under the applicable local law, such repatriation will be immediately effected 

                  and  such  repatriated  Net  Proceeds  or  Excess  Cash  Flow  will  be  promptly  (and  in  any 

                  event not later than two Business Days after such repatriation) applied (net of additional 

                  taxes payable or reserved against as a result thereof) to the repayment of the Term Loans 

                  pursuant  to  this  Section  2.05  and  (ii)  to  the  extent  that  the  Borrower  has  determined  in 

                  good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition or 

                  Excess Cash Flow attributable to any such foreign Subsidiaries described in the foregoing 

                  clause  (i)  would  have  material  adverse  tax  cost  consequences  with  respect  to  such  Net 

                  Proceeds or Excess Cash Flow, such Net Proceeds or Excess Cash Flow so affected may 

                  be retained by the applicable Subsidiary; provided that, in the case of this clause (ii), on 

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                  or  before  the  date  on  which  any  such  Net  Proceeds  so  retained  would  otherwise  have 

                  been required to be applied to reinvestments or prepayments pursuant to Section 2.05(b) 

                  or  any  such  Excess  Cash Flow  would  have  been  required  to  be  applied  to  prepayments 

                  pursuant to Section 2.05(b), the Borrower applies an amount equal to such Net Proceeds 

                  or Excess Cash Flow to such reinvestments or prepayments, as applicable, as if such Net 

                  Proceeds  or  Excess  Cash  Flow  had  been  received  by  the  Borrower  rather  than  such 

                  Subsidiary, less the amount of additional taxes that would have been payable or reserved 

                  against  if  such  Net  Proceeds  or  Excess  Cash  Flow  had  been  repatriated  (or,  if  less,  the 

                  Net  Proceeds  or  Excess  Cash  Flow  that  would  be  calculated  if  received  by  such 

                  Subsidiary). 

                  SECTION 2.06                  Termination or Reduction of Commitments. 

                           (a)                                                          Optional.    The  Borrower  may,  upon  irrevocable  written  notice  to  the 

         Administrative  Agent,  terminate  the  unused  Commitments  of  any  Class,  or  from  time  to  time 

         permanently  reduce  the  unused  Commitments  of  any  Class,  in  each  case  without  premium  or 

         penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) 

         Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be 

         in  a  minimum  aggregate  amount  of  Cdn.  $1,000,000  or  U.S.  $1,000,000,  as  applicable,  or  any 

         whole  multiple  of  $250,000  or  U.S.  $250,000,  as  applicable,  in excess  thereof  and  (iii)  if,  after 

         giving  effect  to  any  reduction  of  the  Commitments,  the  Letter  of  Credit  Sublimit  or  the  Swing 

         Line  Sublimit  exceeds  the  amount  of  the  Revolving  Credit  Facility,  such  sublimit  shall  be 

         automatically  reduced  by  the  amount  of  such  excess.    The  amount  of  any  such  Commitment 

         reduction  shall  not  otherwise  be  applied  to  the  Letter  of  Credit  Sublimit  or  the  Swing  Line 

         Sublimit  unless  otherwise  specified  by  the  Borrower.    Notwithstanding  the  foregoing,  the 

         Borrower  may  rescind  or  postpone  any  notice  of  termination  of  the  Commitments  if  such 

         termination  would  have  resulted  from  a  refinancing  of  all  of  the  applicable  Facility,  which 

         refinancing shall not be consummated or otherwise shall be delayed. 

                           (b)                           Mandatory.    The  Initial  Term  B-1  Commitment  of  each  Term  B-1 

         Lender shall be automatically and permanently reduced to $0 upon the funding of Initial Term B-

         1 Loans to be made by it on the Closing Date.  The Initial Term B-2 Commitment of each Term 

         B-2  Lender  shall  be  automatically  and  permanently  reduced  to  $0  upon  the  funding  of  Initial 

         Term  B-2  Loans  to  be  made  by  it  on  the  Closing  Date.   The  Revolving  Credit Commitment  of 

         each  Class  shall  automatically  and  permanently  terminate  on  the  Maturity  Date  with  respect  to 

         such Class of Revolving Credit Commitments. 

                           (c)                                                          Application  of  Commitment  Reductions;  Payment  of  Fees.    The 

         Administrative  Agent  will  promptly  notify  the  Appropriate  Lenders  of  any  termination  or 

         reduction of unused portions of the Letter of Credit Sublimit or the Swing Line Sublimit or the 

         unused  Commitments  of  any  Class  under  this  Section  2.06.    Upon  any  reduction  of  unused 

         Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by 

         such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than 

         the termination of the Commitment of any Lender as provided in Section 3.07).  All commitment 

         fees accrued until the effective date of any termination of the Aggregate Commitments shall be 

         paid on the effective date of such termination. 

                  SECTION 2.07                  Repayment of Loans. 

                           (a)                           Term Loans.  The Borrower shall repay to the Administrative Agent for 

         the ratable account of the Appropriate Lenders (i) on the last Business Day of each March, June, 

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         September  and  December,  commencing  with  the  first  full  quarter  after  the  Closing  Date,  an 

         aggregate  principal  amount  equal  to  0.25%  of  the  Amortizing  Amount  and  (ii)  on  the  Maturity 

         Date  for  the  Initial  Term  Loans,  the  aggregate  principal  amount  of  all  Initial  Term  Loans 

         outstanding  on  such  date; provided  that  payments  required  by  Section  2.07(a)(i)  above  shall  be 

         reduced as a result of the application of prepayments in accordance with the order of priority set 

         forth  in  Section  2.05.    In  the  event  any  Incremental  Term  Loans,  Refinancing  Term  Loans  or 

         Extended  Term  Loans  are  made,  such  Incremental  Term  Loans,  Refinancing  Term  Loans  or 

         Extended Term Loans, as applicable, shall be repaid by the Borrower in the amounts and on the 

         dates  set  forth  in  the  Incremental  Amendment,  Refinancing  Amendment  or  Extension 

         Amendment with respect thereto and on the applicable Maturity Date thereof. 

                           (b)                           Revolving Credit Loans.  The Borrower shall repay to the Administrative 

         Agent for the ratable account of the Appropriate Lenders on the applicable Maturity Date for the 

         Revolving Credit Facilities of a given Class the aggregate principal amount of all of its Revolving 

         Credit Loans of such Class outstanding on such date. 

                           (c)                                                          Swing Line Loans.  The Borrower shall repay each Swing Line Loan on 

         the  earlier  to  occur  of  (i)  the  date  five  (5)  Business  Days  after  such  Loan  is  made  and  (ii)  the 

         Maturity  Date  for  the  Revolving  Credit  Facility  (although  Swing  Line  Loans  may  thereafter  be 

         reborrowed, in accordance with the terms and conditions hereof, if there are one or more Classes 

         of Revolving Credit Commitments which remain in effect). 

                  SECTION 2.08                  Interest. 

                           (a)                                                          Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate 

         Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a 

         rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate; 

         (ii)  each  Base  Rate  Loan  (other  than  a  Swing  Line  Loan)  shall  bear  interest  on the  outstanding 

         principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base 

         Rate  plus  the  Applicable  Rate;  (iii)  each  Canadian  Prime  Rate  Loan  (other  than  a  Swing  Line 

         Loan)  shall  bear  interest  on  the  outstanding  principal  amount  thereof  from  the  applicable 

         borrowing date at a rate per annum equal to the Canadian Prime Rate plus the Applicable Rate, 

         (iv)  each  Swing  Line  Loan  borrowed  in  U.S.  Dollars  shall  bear  interest  on  the  outstanding 

         principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base 

         Rate  plus  the  Applicable  Rate  for  Revolving  Credit  Loans  and  (v)  each  Swing  Line  Loan 

         borrowed  in  Canadian  Dollars  shall  bear  interest  on  the  outstanding  principal  amount  thereof 

         from the applicable borrowing date at a rate per annum equal to the Canadian Prime Rate plus the 

         Applicable Rate for Revolving Credit Loans. 

                           (b)                           During the continuance of a Default under Section 8.01(a), the Borrower 

         shall  pay  interest  on  past  due  amounts  owing  by  it  hereunder  at  a  fluctuating  interest  rate  per 

         annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws; 

         provided that no interest at the Default Rate shall accrue or be payable to a Defaulting Lender so 

         long as such Lender shall be a Defaulting Lender.  Accrued and unpaid interest on such amounts 

         (including interest on past due interest) shall be due and payable upon demand. 

                           (c)                                                          Interest on each Loan shall be due and payable in arrears on each Interest 

         Payment  Date  applicable  thereto  and  at  such  other  times  as  may  be  specified  herein.    Interest 

         hereunder  shall  be  due  and  payable  in  accordance  with  the  terms  hereof  before  and  after 

         judgment,  and  before  and  after  the  commencement  of  any  proceeding  under  any  Debtor  Relief 

         Law. 

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                  SECTION 2.09                  Fees. In addition to certain fees described in Sections 2.03(h) and (i): 

                           (a)                                                          Commitment  Fee.    The  Borrower  agrees  to  pay  to  the  Administrative 

         Agent for the account of each Revolving Credit Lender under each Facility in accordance with its 

         Pro Rata Share or other applicable share provided for under this Agreement, in Canadian Dollars, 

         a  commitment  fee  equal  to  the  Applicable  Rate  with  respect  to  Revolving  Credit  Loan 

         commitment fees, multiplied by the actual daily amount by which the aggregate Revolving Credit 

         Commitment  for  the  applicable  Facility  exceeds  the  sum  of  (A)  the  Outstanding  Amount  of 

         Revolving  Credit  Loans    for  such  Facility  and (B)  the  Outstanding  Amount  of  L/C  Obligations 

         for  such  Facility;  provided  that  any  commitment  fee  accrued  with  respect  to  any  of  the 

         Commitments of a Defaulting Lender during the period prior to the time such Lender became a 

         Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such 

         Lender  shall  be  a  Defaulting  Lender,  except  to  the  extent  that  such  commitment  fee  shall 

         otherwise have been due and payable by the Borrower prior to such time; and provided, further, 

         that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long 

         as  such  Lender  shall  be  a  Defaulting  Lender.    The  commitment  fee  on  each  Revolving  Credit 

         Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving 

         Credit Commitments, including at any time during which one or more of the conditions in Article 

         IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each 

         March, June, September and December, commencing with the first such date during the first full 

         fiscal quarter to occur after the Closing Date and on the Maturity Date for the Revolving Credit 

         Commitments.  The commitment fee shall be calculated quarterly in arrears, and if there is any 

         change in the Applicable Rate during any quarter, the actual daily amount shall be computed and 

         multiplied  by  the  Applicable  Rate  separately  for  each  period  during  such  quarter  that  such 

         Applicable Rate was in effect. 

                           (b)                           Other  Fees.    The  Borrower  shall  pay  to  the  Agents  such  fees  as  shall 

         have been separately agreed upon in writing in the amounts and at the times so specified.  Such 

         fees  shall  be  fully  earned  when  paid  and  shall  not  be  refundable  for  any  reason  whatsoever 

         (except as expressly agreed between the Borrower and the applicable Agent). 

                  SECTION 2.10                                                      Computation  of  Interest  and  Fees.    All  computations  of  interest  for 

Canadian  Prime  Rate  Loans,  Bankers’  Acceptances,  BA  Equivalent  Loans  and  Base  Rate  Loans  (with 

respect to Base Rate Loans, when the Base Rate is determined by reference to the applicable prime rate) 

shall  be  made  on  the  basis  of  a  year  of  three  hundred  and  sixty-five  (365)  days,  or  three  hundred  and 

sixty-six (366) days, as applicable, and actual days elapsed.  All other computations of fees and interest 

shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed.  For the 

purposes of the Interest Act (Canada), (i) whenever any interest or fee under this Agreement is calculated 

using a rate based on a year of 360, 365 or 366 days, as the case may be, the rate determined pursuant to 

such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year 

of 360, 365 or 366 days, as the case may be, (y) multiplied by the actual number of days in the calendar 

year in which the period for which such interest or fee is payable (or compounded) ends, and (z) divided 

by  360,  365  or  366  as  the  case  may  be.    Interest  shall  accrue  on  each  Loan  for the  day  on  which  such 

Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan 

or such portion is paid; provided that any such Loan that is repaid on the same day on which it is made 

shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative 

Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest 

error. 

                  SECTION 2.11                  Evidence of Indebtedness. 

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                           (a)                           The Credit Extensions made by each Lender shall be evidenced by one or 

         more accounts or records maintained by such Lender and evidenced by one or more entries in the 

         Register  maintained  by  the  Administrative  Agent,  acting  solely  for  purposes  of  Treasury 

         Regulation  Section  5f.103-1(c),  as  a  non-fiduciary  agent  for  the  Borrower,  in  each  case  in  the 

         ordinary course of business. The accounts or records maintained by the Administrative Agent and 

         each  Lender  shall  be  prima  facie  evidence  absent  manifest  error  of  the  amount  of  the  Credit 

         Extensions  made  by  the  Lenders  to  the  Borrower  and  the  interest  and  payments  thereon.    Any 

         failure  to  so  record  or  any  error  in  doing  so  shall  not,  however,  limit  or  otherwise  affect  the 

         obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations.  

         In the event of any conflict between the accounts and records maintained by any Lender and the 

         accounts  and  records  of  the  Administrative  Agent  in  respect  of  such  matters,  the  accounts  and 

         records  of  the  Administrative  Agent  shall  control  in  the  absence  of  manifest  error.    Upon  the 

         request  of  any  Lender  made  through  the  Administrative  Agent,  the  Borrower  shall  execute  and 

         deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which 

         shall  evidence  such  Lender’s  Loans  in  addition  to  such  accounts  or  records.    Each  Lender  may 

         attach  schedules  to  its  Note  and  endorse  thereon  the  date,  Type  (if  applicable),  amount  and 

         maturity of its Loans and payments with respect thereto. 

                           (b)                           In  addition  to  the  accounts  and  records  referred  to  in  Section  2.11(a), 

         each  Lender  and  the  Administrative  Agent  shall  maintain  in  accordance  with  its  usual  practice 

         accounts  or  records  and,  in  the  case  of  the  Administrative  Agent,  entries  in  the  Register, 

         evidencing  the  purchases  and  sales  by  such  Lender  of  participations  in  Letters  of  Credit  and 

         Swing Line Loans. In the event of any conflict between the accounts and records maintained by 

         the Administrative Agent and the accounts and records of any Lender in respect of such matters, 

         the  accounts  and  records  of  the  Administrative  Agent  shall  control  in  the  absence  of  manifest 

         error. 

                           (c)                           Entries  made  in  good  faith  by  the  Administrative  Agent  in  the  Register 

         pursuant to Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to 

         Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due 

         and payable or to become due and payable from the Borrower to, in the case of the Register, each 

         Lender and, in the case of such account or accounts, such Lender, under this Agreement and the 

         other  Loan  Documents,  absent  manifest  error;  provided  that  the  failure  of  the  Administrative 

         Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or 

         such account or accounts shall not limit or otherwise affect the obligations of the Borrower under 

         this Agreement and the other Loan Documents. 

                  SECTION 2.12                                                      Payments Generally. 

                           (a)                           All  payments  to  be  made  by  the  Borrower  shall  be  made  without 

         condition or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise 

         expressly  provided  herein,  all  payments  by  the  Borrower  hereunder  shall  be  made  to  the 

         Administrative Agent, for the account of the respective Lenders to which such payment is owed, 

         at  the  applicable  Administrative  Agent’s  Office  in  the  currency  in  which  such  amount  is  owed 

         and  in  Same  Day  Funds  not  later  than  12:00  noon  New  York  City  time  on  the  date  specified 

         herein.    The  Administrative  Agent  will  promptly  distribute  to  each  Appropriate  Lender  its  Pro 

         Rata  Share  (or  other  applicable  share  as  provided  herein)  of  such  payment  in  like  funds  as 

         received by wire transfer to such Lender’s applicable Lending Office. All payments received by 

         the  Administrative  Agent  after  12:00  noon  New  York  City  time  shall  in  each  case  be  deemed 

         received on the next succeeding Business Day, in the Administrative Agent’s sole discretion, and 

         any applicable interest or fee shall continue to accrue. 

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                           (b)                           Except as otherwise provided herein, if any payment to be made by the 

         Borrower shall come due on a day other than a Business Day, payment shall be made on the next 

         following  Business  Day,  and  such  extension  of  time  shall  be  reflected  in  computing  interest  or 

         fees, as the case may be; provided that, if such extension would cause payment of interest on or 

         principal  of  Eurocurrency  Rate  Loans  to  be  made  in  the  next  succeeding  calendar  month,  such 

         payment shall be made on the immediately preceding Business Day. 

                           (c)                           Unless  the  Borrower  or  any  Lender  has  notified  the  Administrative 

         Agent,  prior  to  the  date  any  payment  is  required  to  be  made  by  it  to  the  Administrative  Agent 

         hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the 

         Administrative  Agent  may  assume  that  the  Borrower  or  such  Lender,  as  the  case  may  be,  has 

         timely  made such payment and may (but shall not be so required to), in reliance thereon, make 

         available  a  corresponding  amount  to  the  Person  entitled  thereto.    If  and  to  the  extent  that  such 

         payment was not in fact made to the Administrative Agent in Same Day Funds, then: 

                                   (i)                                                                          if the Borrower failed to make such payment, each Lender shall 

                  forthwith  on  demand  repay  to  the  Administrative  Agent  the  portion  of  such  assumed 

                  payment  that  was  made  available  to  such  Lender  in  Same  Day  Funds,  together  with 

                  interest  thereon  in  respect  of  each  day  from  and  including  the  date  such  amount  was 

                  made  available  by  the  Administrative  Agent  to  such  Lender  to  the  date  such  amount  is 

                  repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate 

                  from time to time in effect; and 

                                   (ii)                                   if  any  Lender  failed  to  make  such  payment  (including,  without 

                  limitation, failure to fund participations in respect of any Letter of Credit or Swing Line 

                  Loan),  such  Lender  shall  forthwith  on  demand  pay  to  the  Administrative  Agent  the 

                  amount thereof in Same Day Funds, together with interest thereon for the period from the 

                  date such amount was made available by the Administrative Agent to the Borrower to the 

                  date  such  amount  is  recovered  by  the  Administrative  Agent  (the  “Compensation 

                  Period”) at a rate per annum equal to the applicable Overnight Rate from time to time in 

                  effect.  When such Lender makes payment to the Administrative Agent (together with all 

                  accrued  interest  thereon),  then  such  payment  amount  (excluding  the  amount  of  any 

                  interest  which  may  have  accrued  and  been  paid  in  respect  of  such  late  payment)  shall 

                  constitute such Lender’s Loan included in the applicable Borrowing.  If such Lender does 

                  not  pay  such  amount  (including,  without  limitation,  failure  to  fund  participations  in 

                  respect  of  any  Letter  of  Credit  or  Swing  Line  Loan)  forthwith  upon  the  Administrative 

                  Agent’s  demand  therefor,  the  Administrative  Agent  may  make  a  demand  therefor  upon 

                  the  Borrower,  and  the  Borrower  shall  pay  such  amount  to  the  Administrative  Agent, 

                  together with interest thereon for the Compensation Period at a rate per annum equal to 

                  the  rate  of  interest  applicable  to  the  applicable  Borrowing.    Nothing  herein  shall  be 

                  deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice 

                  any rights which the Administrative Agent or the Borrower may have against any Lender 

                  as a result of any default by such Lender hereunder. 

                           A notice of the Administrative Agent to any Lender or the Borrower with respect 

         to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error. 

                           (d)                           If any Lender makes available to the Administrative Agent funds for any 

         Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and 

         such  funds  are  not  made  available  to  the  Borrower  by  the  Administrative  Agent  because  the 

         conditions  to  the  applicable  Credit  Extension  set  forth  in  Article  IV  or  in  the  applicable 

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         Incremental Amendment, Extension Amendment or Refinancing Amendment are not satisfied or 

         waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in 

         like funds as received from such Lender) to such Lender, without interest. 

                           (e)                           The  obligations  of  the  Lenders  hereunder  to  make  Loans  and  to  fund 

         participations in Letters of Credit and Swing Line Loans are several and not joint.  The failure of 

         any Lender to make any Loan or to fund any such participation on any date required hereunder 

         shall not relieve any other Lender of its corresponding obligation to do so on such date, and no 

         Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its 

         participation. 

                           (f)                                                          Nothing  herein  shall  be  deemed  to  obligate  any  Lender  to  obtain  the 

         funds  for  any  Loan  in  any  particular  place  or  manner  or  to  constitute  a  representation  by  any 

         Lender  that  it  has  obtained  or  will  obtain  the  funds  for  any  Loan  in  any  particular  place  or 

         manner. 

                           (g)                           Whenever any payment received by the Administrative Agent under this 

         Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and 

         payable to the Administrative Agent and the Lenders under or in respect of this Agreement and 

         the other Loan Documents on any date, such payment shall be distributed by the Administrative 

         Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth 

         in Section 8.04.  If the Administrative Agent receives funds for application to the Obligations of 

         the Loan Parties under or in respect of the Loan Documents under circumstances for which the 

         Loan  Documents  do  not  specify  the  manner  in  which  such  funds  are  to  be  applied,  the 

         Administrative Agent may (to the fullest extent permitted by mandatory provisions of applicable 

         Law),  but  shall  not  be  obligated  to,  elect  to  distribute  such  funds  to  each  of  the  Lenders  in 

         accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all 

         Loans  outstanding  at  such  time  and  (b)  the  Outstanding  Amount  of  all  L/C  Obligations 

         outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other 

         Obligations then owing to such Lender. 

                  SECTION 2.13                  Sharing  of  Payments.  If,  other  than  as  expressly  provided  elsewhere 

herein,  any  Lender  shall  obtain  on  account  of  the  Loans  made  by  it,  or  the  participations  in  L/C 

Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the 

exercise  of  any  right  of  setoff,  or  otherwise) in  excess  of  its  ratable  share  (or  other  share  contemplated 

hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and 

(b)  purchase  from  the  other  Lenders  such  participations  in  the  Loans  made  by  them  and/or  such 

subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case 

may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of 

such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or 

any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the 

circumstances  described  in  Section  10.06  (including  pursuant  to  any  settlement  entered  into  by  the 

purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender 

shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to 

such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s 

required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or 

other  amount  paid  or  payable  by  the  purchasing  Lender  in  respect  of  the  total  amount  so  recovered, 

without  further  interest  thereon.    For  avoidance  of  doubt,  the  provisions  of  this  paragraph  shall  not  be 

construed  to  apply  to  (A)  any  payment  made  by  the  Borrower  pursuant  to  and  in  accordance  with  the 

express terms of this Agreement as in effect from time to time (including the application of funds arising 

from the existence of a Defaulting Lender) or (B) any payment obtained by a Lender as consideration for 

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the  assignment  of  or  sale of  a  participation  in any  of  its  Loans to  any  assignee or  participant  permitted 

hereunder.  The Borrower agrees that any Lender so purchasing a participation from another Lender may, 

to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of 

setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the 

direct creditor of the Borrower in the amount of such participation.  The Administrative Agent will keep 

records  (which  shall  be  conclusive  and  binding  in  the  absence  of  manifest  error)  of  participations 

purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases 

or repayments.  Each Lender that purchases a participation pursuant to this Section 2.13 shall from and 

after  such  purchase  have  the  right  to  give  all  notices,  requests,  demands,  directions  and  other 

communications  under  this  Agreement  with  respect  to  the  portion  of  the  Obligations  purchased  to  the 

same extent as though the purchasing Lender were the original owner of the Obligations purchased. 

                  SECTION 2.14                  Incremental Credit Extensions. 

                           (a)                                                          Incremental Commitments.  The Borrower may at any time or from time 

         to  time  after  the  Closing  Date,  by  notice  to  the  Administrative  Agent  (an  “Incremental  Loan 

         Request”), request (A) one or more new commitments which may be in the same Facility as any 

         outstanding  Term  Loans  (a  “Term  Loan  Increase”) or  a  new  Class of  term  loans  (collectively 

         with any Term Loan Increase, the “Incremental Term Commitments”) and/or (B) one or more 

         increases  in  the  amount  of  the  Revolving  Credit  Commitments  (a  “Revolving  Commitment 

         Increase”) or the establishment of one or more new revolving credit commitments (any such new 

         commitments,  collectively  with  any  Revolving  Commitment  Increases,  the  “Incremental 

         Revolving  Credit  Commitments”  and  the  Incremental  Revolving  Credit  Commitments, 

         collectively  with  any  Incremental  Term  Commitments,  the  “Incremental  Commitments”), 

         whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders. 

                           (b)                                                          Incremental Loans.  Any Incremental Commitments effected through the 

         establishment of one or more new revolving credit commitments or new Term Loans made on an 

         Incremental  Facility  Closing  Date  shall  be  designated  a  separate  Class  of  Incremental 

         Commitments for all purposes of this Agreement.  On any Incremental Facility Closing Date on 

         which  any  Incremental  Term  Commitments  of  any  Class  are  effected  (including  through  any 

         Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, 

         (i) each  Incremental  Term  Lender  of  such  Class  shall  make  a  Loan  to  the  Borrower  (an 

         “Incremental  Term  Loan”)  in  an  amount  equal  to  its  Incremental  Term  Commitment  of  such 

         Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with 

         respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of 

         such  Class  made  pursuant  thereto.    On  any  Incremental  Facility  Closing  Date  on  which  any 

         Incremental Revolving Credit Commitments of any Class are effected through the establishment 

         of  one  or  more  new  revolving  credit  commitments  (including  through  any  Revolving 

         Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, 

         (i) each Incremental Revolving Credit Lender of such Class shall make its Commitment available 

         to  the  Borrower  (when  borrowed,  an  “Incremental  Revolving  Credit  Loan”  and  collectively 

         with any Incremental Term Loan, an “Incremental Loan”) in an amount equal to its Incremental 

         Revolving Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender 

         of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit 

         Commitment  of  such  Class  and  the  Incremental  Revolving  Credit  Loans  of  such  Class  made 

         pursuant  thereto.    Notwithstanding  the  foregoing,  Incremental  Term  Loans  may  have  identical 

         terms to any of the Term Loans and be treated as the same Class as any of such Term Loans. 

                           (c)                                                          Incremental  Loan  Request.    Each  Incremental  Loan  Request  from  the 

         Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of 

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         the  relevant  Incremental  Term  Loans  or  Incremental  Revolving  Credit  Commitments.  

         Incremental Term Loans may be made, and Incremental Revolving Credit Commitments may be 

         provided, by any existing Lender (but each existing Lender will not have an obligation to make 

         any  Incremental  Commitment,  nor  will  the  Borrower  have  any  obligation  to  approach  any 

         existing lenders to provide any Incremental Commitment) or by any other bank or other financial 

         institution  (any  such  other  bank  or  other  financial  institution  being  called  an  “Additional 

         Lender”) (each such existing Lender or Additional Lender, an “Incremental Revolving Credit 

         Lender”  or  “Incremental  Term  Lender,”  as  applicable,  and,  collectively,  the  “Incremental 

         Lenders”);  provided  that  (i) the  Administrative  Agent,  each  Swing  Line  Lender  and  each  L/C 

         Issuer  shall  have  consented  (not  to  be  unreasonably  withheld  or  delayed)  to  such  Lender’s  or 

         Additional  Lender’s  making  such  Incremental  Term  Loans  or  providing  such  Revolving 

         Commitment  Increases  to  the  extent  such  consent,  if  any,  would  be  required  under 

         Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to 

         such  Lender  or  Additional  Lender,  (ii)  with  respect  to  Incremental  Term  Commitments,  any 

         Affiliated  Lender  providing  an  Incremental  Term  Commitment  shall  be  subject  to  the  same 

         restrictions set forth in Section 10.07(l) as they would otherwise be subject to with respect to any 

         purchase by or assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders 

         may not provide Incremental Revolving Credit Commitments. 

                           (d)                           Effectiveness  of  Incremental  Amendment.    The  effectiveness  of  any 

         Incremental  Amendment,  and  the  Incremental  Commitments  thereunder,  shall  be  subject  to  the 

         satisfaction  on  the  date  thereof  (the  “Incremental  Facility  Closing  Date”)  of  each  of  the 

         following conditions: 

                                   (i)                                   (x) if the proceeds of such  Incremental Commitments are being 

                  used  to  finance  a  Permitted  Business  Acquisition,  no  Event  of  Default  under  Section 

                  8.01(a), (f) or (g) shall have occurred and be continuing or would exist after giving effect 

                  to  such  Incremental  Commitments,  or  (y)  if  otherwise,  no  Event  of  Default  shall  have 

                  occurred  and  be  continuing  or  would  exist  after  giving  effect  to  such  Incremental 

                  Commitments; 

                                   (ii)                                                                          after  giving  effect  to  such  Incremental  Commitments,  the 

                  conditions  of  Section 4.02(i)  and  (iii)  shall  be  satisfied  (it  being  understood  that  all 

                  references to “the date of such Credit Extension” or similar language in such Section 4.02 

                  shall be deemed to refer to the effective date of such Incremental Amendment); provided 

                  that  if  the  proceeds  of  such  Incremental  Commitments  are  being  used  to  finance  a 

                  Permitted  Business  Acquisition,  (x)  the  reference  in  4.02(i)  to  the  accuracy  of  the 

                  representations  and  warranties  shall  refer  to  the  accuracy  of  the  representations  and 

                  warranties  in  Sections  5.01(a),  5.01(b)(ii),  5.01(c),  5.02(a),  5.02(b)(i),  5.02(b)(iii),  5.04, 

                  5.13,  5.18,  5.19  and  5.20  and  (y)  the  reference  to  “Material  Adverse  Effect”  shall  be 

                  understood for this purpose to refer to “Material Adverse Effect or similar definition as 

                  defined  in  the  main  transaction  agreement  governing  such  Permitted  Business 

                  Acquisition”; 

                                  (iii)                                  each  Incremental  Term  Commitment  shall  be  in  an  aggregate 

                  principal amount that is not less than Cdn. $5,000,000 or U.S. $5,000,000, as applicable, 

                  and  shall  be  in  an  increment  of  Cdn.  $1,000,000  or  U.S.  $1,000,000,  as  applicable, 

                  (provided  that  such  amount  may  be  less  than  Cdn.  $5,000,000  or  U.S.  $5,000,000,  as 

                  applicable, if such amount represents all remaining availability under the limit set forth in 

                  clause (iv) of this Section 2.14(d)) and each Incremental Revolving Credit Commitment 

                  shall  be  in  an  aggregate  principal  amount  that  is  not  less than  Cdn.  $5,000,000 or  U.S. 

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                  $5,000,000,  as  applicable,  and  shall  be  in  an  increment  of  Cdn.  $1,000,000  or  U.S. 

                  $1,000,000, as applicable (provided that such amount may be less than Cdn. $5,000,000 

                  or  U.S.  $5,000,000,  as  applicable,  if  such  amount  represents  all  remaining  availability 

                  under the limit set forth in clause (iv) of this Section 2.14(d)); 

                                  (iv)                                  the  aggregate  amount  of  the  Incremental  Term  Loans  and  the 

                  Incremental  Revolving  Credit  Commitments  shall  not  exceed  the  sum  of  (A)  (x)  Cdn. 

                  $75,000,000  (or  the  U.S.  Dollar  Equivalent  if  drawn  in  U.S.  Dollars)  less  (y) the 

                  aggregate  amount  of  Second  Lien  Incremental  Term  Loans  incurred  under  Section 

                  2.14(d)(iv)(A)  (or  any  successor  or  replacement  provision  thereto)  of  the  Second  Lien 

                  Term Loan Facility Credit Agreement, plus (B) additional amounts so long as, at the time 

                  of issuance or incurrence thereof, the Consolidated First Lien Leverage Ratio, determined 

                  on  a  Pro  Forma  Basis  as  of  the  last  day  of  the  most  recently  ended  period  of  four 

                  consecutive  fiscal  quarters  for  which  financial  statements  are  internally  available,  as  if 

                  any  Incremental  Term  Loans  or  Incremental  Revolving  Credit  Commitments,  as 

                  applicable, available under such Incremental Commitments had been outstanding on the 

                  last day of such period, and, in each case (x) with respect to any Incremental Revolving 

                  Credit Commitment, assuming a borrowing of the maximum amount of Loans available 

                  thereunder, and (y) excluding the cash proceeds of any such Incremental Loans, does not 

                  exceed 3.75:1.00; 

                                   (v)                                                                          to the extent reasonably requested by the Administrative Agent, 

                  receipt  by  the  Administrative  Agent  of  (A)  customary  legal  opinions,  board  resolutions 

                  and  officers’ certificates consistent  with those  delivered  on the  Closing  Date other than 

                  changes to such legal opinion resulting from a change in law, change in fact or change to 

                  counsel’s  form  of  opinion  reasonably  satisfactory  to  the  Administrative  Agent  and  (B) 

                  reaffirmation  agreements  and/or  such  amendments  to  the  Collateral  Documents  as  may 

                  be  reasonably  requested  by  the  Administrative  Agent  in  order  to  ensure  that  such 

                  incremental Indebtedness is provided with the benefit of the applicable Loan Documents; 

                  and 

                                  (vi)                                                                         such other conditions as the Borrower, each Incremental Lender 

                  providing such Incremental Commitments and the Administrative Agent shall agree. 

                           (e)                           Required  Terms.    The  terms,  provisions  and  documentation  of  the 

         Incremental  Term  Loans  and  Incremental  Term  Commitments  or  the  Incremental  Revolving 

         Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class 

         shall be as agreed between the Borrower and the applicable Incremental Lenders providing such 

         Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to 

         the  Term  Loans  or  Revolving  Credit  Commitments,  as  applicable,  each  existing  on  the 

         Incremental  Facility  Closing  Date,  shall  be  reasonably  satisfactory  to  Administrative  Agent  (it 

         being understood that to the extent any financial maintenance covenant is added for the benefit of 

         any Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving 

         Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from 

         the  Administrative  Agent  or  any  of  the  Lenders  to  the  extent  that  such  financial  maintenance 

         covenant is also added for the benefit of any corresponding existing Facility).  In any event: 

                                   (i)                                   the Incremental Term Loans: 

                                             (A)                                             shall rank pari passu in right of payment and of security 

                           with the Revolving Credit Loans and the Term Loans, 

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                                             (B)                                             shall not mature earlier than the Latest Maturity Date of 

                           any Term Loans outstanding at the time of incurrence of such Incremental Term 

                           Loans, 

                                             (C)                                             shall  have  a  Weighted  Average  Life  to  Maturity  not 

                           shorter  than  the  remaining  Weighted  Average  Life  to  Maturity  of  then-existing 

                           Term Loans, 

                                             (D)                                                                                               subject  to  clauses  (e)(i)(B)  and  (e)(i)(C)  above  and 

                           clause (e)(iii) below, shall have an Applicable Rate and amortization determined 

                           by the Borrower and the applicable Incremental Term Lenders, and 

                                             (E)                                                                                               the  Incremental  Term  Loans  may  participate  on  a  pro 

                           rata basis or less than pro rata basis (but not on a greater than pro rata basis) in 

                           any voluntary or mandatory prepayments of Term Loans hereunder, as specified 

                           in the applicable Incremental Amendment; 

                                   (ii)                                                                          the Incremental Revolving Credit Commitments and Incremental 

                  Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the 

                  Revolving  Credit  Loans,  other  than  the  Maturity  Date  and  as  set  forth  in  this 

                  Section 2.14(e)(ii);  provided  that  notwithstanding  anything  to  the  contrary  in  this 

                  Section 2.14 or otherwise: 

                                             (A)                                             any such Incremental Revolving Credit Commitments or 

                           Incremental  Revolving  Credit  Loans  shall  rank  pari  passu  in  right  of  payment 

                           and of security with the Revolving Credit Loans and the Term Loans, 

                                             (B)                                             any such Incremental Revolving Credit Commitments or 

                           Incremental  Revolving  Credit  Loans  shall  not  mature  earlier  than  the  Latest 

                           Maturity  Date  of  any  Revolving  Credit  Loans  outstanding  at  the  time  of 

                           incurrence of such Incremental Revolving Credit Commitments, 

                                             (C)                                                                                               the  borrowing  and  repayment  (except  for  (1)  payments 

                           of  interest  and  fees  at  different  rates  on  Incremental  Revolving  Credit 

                           Commitments  (and  related  outstandings),  (2)  repayments  required  upon  the 

                           maturity  date  of  the  Incremental  Revolving  Credit  Commitments  and  (3) 

                           repayment  made  in  connection  with  a  permanent  repayment  and  termination  of 

                           commitments (subject to clause (E) below)) of Loans with respect to Incremental 

                           Revolving Credit Commitments after the associated Incremental Facility Closing 

                           Date  shall  be  made  on  a  pro  rata  basis  with  all  other  Revolving  Credit 

                           Commitments on the Incremental Facility Closing Date, 

                                             (D)                                                                                               subject to the provisions of Sections 2.03(o) and 2.04(g) 

                           to the extent dealing with Swing Line Loans and Letters of Credit which mature 

                           or  expire  after  a  maturity  date  when  there  exists  Incremental  Revolving  Credit 

                           Commitments with a longer maturity date, all Swing Line Loans and Letters of 

                           Credit shall be participated on a pro rata basis by all Lenders with Commitments 

                           in accordance with their percentage of the Revolving Credit Commitments on the 

                           Incremental Facility Closing Date (and except as provided in Section 2.03(o) and 

                           Section 2.04(g),  without  giving  effect  to  changes  thereto  on  an  earlier  maturity 

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                           date with respect to Swing Line Loans and Letters of Credit theretofore incurred 

                           or issued), 

                                             (E)                                             the  permanent  repayment  of  Revolving  Credit  Loans 

                           with respect to, and termination of, Incremental Revolving Credit Commitments 

                           after the associated Incremental Facility Closing Date shall be made on a pro rata 

                           basis  with all  other  Revolving  Credit  Commitments  on  the  Incremental  Facility 

                           Closing Date, except that the Borrower shall be permitted to permanently repay 

                           and terminate commitments of any such Class on a better than a pro rata basis as 

                           compared to any other Class with a later maturity date than such Class, 

                                             (F)                                                                                              assignments and participations of Incremental Revolving 

                           Credit Commitments and Incremental Revolving Credit Loans shall be governed 

                           by  the  same  assignment  and  participation  provisions  applicable  to  Revolving 

                           Credit  Commitments  and  Revolving  Credit  Loans  on  the  Incremental  Facility 

                           Closing Date, and 

                                             (G)                                                                                               any  Incremental  Revolving  Credit  Commitments  may 

                           constitute a separate Class or Classes, as the case may be, of Commitments from 

                           the  Classes  constituting  the  applicable  Revolving  Credit  Commitments  prior  to 

                           the Incremental Facility Closing Date; 

                                  (iii)                                                                         the  All-In  Yield  applicable  to  the  Incremental  Term  Loans  or 

                  Incremental Revolving Credit Loans of each Class shall be determined by the Borrower 

                  and  the  applicable  new  Lenders  and  shall  be  set  forth  in  each  applicable  Incremental 

                  Amendment;  provided,  however,  that  the  All-In  Yield  applicable  to  such  Incremental 

                  Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the 

                  terms of this Agreement as amended through the date of such calculation with respect to 

                  (in  the  case  of  Incremental  Loans  denominated  in  U.S.  Dollars)  the  Initial  Term  B-1 

                  Loans or (in the case of Incremental Loans denominated in Canadian Dollars) the Initial 

                  Term B-2 Loans plus 50 basis points per annum unless the interest rate (together with, as 

                  provided in the proviso below, the Eurocurrency Rate, BA Rate, Canadian Prime Rate or 

                  Base Rate floor) with respect to the Initial Term B-1 Loan or Initial Term B-2 Loans, as 

                  applicable,  is  increased  so  as  to  cause  the  then  applicable  All-In  Yield  under  this 

                  Agreement on the applicable outstanding Class of Term Loans to equal the All-In Yield 

                  then  applicable  to  the  Incremental  Term  Loans  minus  50  basis  points;  provided  further 

                  that any increase in All-In Yield to any existing Initial Term B-1 Loan or Initial Term B-

                  2 Loan, as applicable, due to the application of a Eurocurrency Rate, BA Rate, Canadian 

                  Prime Rate or Base Rate floor on any Incremental Term Loan or Incremental Revolving 

                  Loan shall be effected solely through an increase in (or implementation of, as applicable) 

                  any Eurocurrency Rate, BA Rate, Canadian Prime Rate or Base Rate floor applicable to 

                  such  existing  Initial  Term  B-1  Loan  or  Initial  Term  B-2  Loan,  or  Revolving  Credit 

                  Facility, as applicable; and 

                                  (iv)                                                                         for  the  avoidance  of  doubt,  Incremental  Term  Loans, 

                  Incremental  Revolving  Credit  Commitments  and  Incremental  Revolving  Credit  Loans 

                  shall be available in U.S. Dollars and/or Canadian Dollars. 

                           (f)                           Incremental Amendment.  Commitments in respect of Incremental Term 

         Loans  and  Incremental  Revolving  Credit  Commitments  shall  become  Commitments  (or  in  the 

         case of an  Incremental  Revolving  Credit  Commitment  to  be  provided  by  an existing  Revolving 

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         Credit  Lender,  an  increase  in  such  Lender’s  applicable  Revolving  Credit  Commitment),  under 

         this  Agreement  pursuant  to  an  amendment  (an  “Incremental  Amendment”)  to  this  Agreement 

         and,  as  appropriate,  the  other  Loan  Documents,  executed  by  the  Borrower,  each  Incremental 

         Lender  providing  such  Commitments  and  the  Administrative  Agent.    The  Incremental 

         Amendment  may,  without  the  consent  of  any  Loan  Party,  Agent  or  Lender,  effect  such 

         amendments  to  this  Agreement  and  the  other  Loan  Documents  as  may  be  necessary  or 

         appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the 

         provisions  of  this  Section 2.14.    The  Borrower  will  use  the  proceeds  of  the  Incremental  Term 

         Loans  and  Incremental  Revolving  Credit  Commitments  for  any  purpose  not  prohibited  by  this 

         Agreement.  No Lender shall be obligated to provide any Incremental Term Loans or Incremental 

         Revolving Credit Commitments, unless it so agrees. 

                           (g)                           Reallocation  of  Revolving  Credit  Exposure.    Upon  any  Incremental 

         Facility Closing Date on which Incremental Revolving Credit Commitments are effected through 

         an    increase  in  the  Revolving  Credit  Commitments  pursuant  to  this  Section 2.14,  (a)  if  the 

         increase  relates  to  the  Revolving  Credit  Facility,  each  of  the  Revolving  Credit  Lenders  shall 

         assign  to  each  of  the  Incremental  Revolving  Credit  Lenders,  and  each  of  the  Incremental 

         Revolving  Credit  Lenders  shall  purchase  from  each  of  the  Revolving  Credit  Lenders,  at  the 

         principal  amount  thereof,  such  interests  in  the  Incremental  Revolving  Credit  Loans  outstanding 

         on such Incremental Facility Closing Date as shall be necessary in order that, after giving effect 

         to  all  such  assignments  and  purchases,  such  Revolving  Credit  Loans  will  be  held  by  existing 

         Revolving Credit Lenders and Incremental Revolving Credit Lenders ratably in accordance with 

         their  Revolving  Credit  Commitments  after  giving  effect  to  the  addition  of  such  Incremental 

         Revolving  Credit  Commitments  to  the  Revolving  Credit  Commitments,  (b)  each  Incremental 

         Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment 

         and each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan and 

         (c)  each  Incremental  Revolving  Credit  Lender  shall  become  a  Lender  with  respect  to  the 

         Incremental Revolving Credit Commitments and all matters relating thereto.  The Administrative 

         Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements 

         in Section 2.02 and 2.05(a) of this Agreement shall not apply to the transactions effected pursuant 

         to the immediately preceding sentence. 

                           (h)                           This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 

         to the contrary. 

                  SECTION 2.15                                                      Refinancing Amendments. 

                           (a)                           On  one  or  more  occasions  after  the  Closing  Date,  the  Borrower  may 

         obtain,  from  any  Lender  or  any  other  bank,  financial  institution  or  other  institutional  lender  or 

         investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing 

         Amendment in accordance with this Section 2.15 (each, an “Additional Refinancing Lender”) 

         (provided  that  (i) the  Administrative  Agent,  each  Swing  Line  Lender  and  each  L/C  Issuer  shall 

         have  consented  (not  to  be  unreasonably  withheld  or  delayed)  to  such  Lender’s  or  Additional 

         Refinancing Lender’s making such Refinancing Term Loans or providing such Other Revolving 

         Credit Commitments to the extent such consent, if any, would be required under Section 10.07(b) 

         for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or 

         Additional  Refinancing  Lender,  (ii)  with  respect  to  Refinancing  Term  Loans,  any  Affiliated 

         Lender providing any Refinancing Term Loans shall be subject to the same restrictions set forth 

         in  Section 10.07(l)  as  they  would  otherwise  be  subject  to  with  respect  to  any  purchase  by  or 

         assignment to such Affiliated Lender of Term Loans and (iii) Affiliated Lenders may not provide 

         Other Revolving Credit Commitments), Credit Agreement Refinancing Indebtedness in respect of 

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         all or any portion of any Class of Term Loans or Revolving Credit Loans (or unused Revolving 

         Credit  Commitments)  then  outstanding  under  this  Agreement, in the  form  of  Refinancing  Term 

         Loans,  Refinancing  Term  Commitments,  Other  Revolving  Credit  Commitments,  or  Other 

         Revolving  Credit  Loans  pursuant  to  a  Refinancing  Amendment;  provided  that  notwithstanding 

         anything  to  the  contrary  in  this  Section 2.15  or  otherwise,  (1)  the  borrowing  and  repayment 

         (except  for  (A)  payments  of  interest  and  fees  at  different  rates  on  Other  Revolving  Credit 

         Commitments (and related outstandings), (B) repayments required upon the maturity date of the 

         Other Revolving Credit Commitments and (C) repayment made in connection with a permanent 

         repayment and termination of commitments (subject to clause (3) below)) of Loans with respect 

         to Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit 

         Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, (2) 

         subject  to  the  provisions  of  Section 2.03(o)  and  2.04(g)  to  the  extent  dealing  with  Swing  Line 

         Loans and Letters of Credit which mature or expire after a maturity date when there exist Other 

         Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of 

         Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance 

         with  their  percentage  of  the  Revolving  Credit  Commitments  (and  except  as  provided  in 

         Section 2.03(o)  and  Section 2.04(g),  without  giving  effect  to  changes  thereto  on  an  earlier 

         maturity  date  with  respect  to  Swing  Line  Loans  and  Letters  of  Credit  theretofore  incurred  or 

         issued), (3) the permanent repayment of Revolving Credit Loans with respect to, and termination 

         of, Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit 

         Commitments  shall  be  made  on  a  pro rata  basis  with  all  other  Revolving  Credit  Commitments, 

         except that the Borrower shall be permitted to permanently repay and terminate commitments of 

         any  such  Class  on  a  better  than  a  pro  rata  basis  as  compared  to  any  other  Class  with  a  later 

         maturity  date  than  such  Class,  (4)  assignments  and  participations  of  Other  Revolving  Credit 

         Commitments and Other Revolving Credit Loans shall be governed by the same assignment and 

         participation  provisions  applicable  to  Revolving  Credit  Commitments  and  Revolving  Credit 

         Loans  and  (5) the  Refinancing  Term  Loans  may  participate  on a  pro  rata  basis or  less  than  pro 

         rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of 

         Term Loans hereunder, as specified in the applicable Refinancing Amendment). 

                           (b)                                                          The  terms,  provisions  and  documentation  of  the  Refinancing  Term 

         Loans,  Refinancing  Term  Commitments,  Other  Revolving  Credit  Commitments,  or  Other 

         Revolving Credit Loans, as the case may be, of any Class shall be subject to the limitations set 

         forth in the definition of “Credit Agreement Refinancing Indebtedness”. 

                           (c)                           The effectiveness of any Refinancing Amendment shall be subject to the 

         satisfaction  on  the  date  thereof  of  each  of  the  conditions  set  forth  in  Section 4.02  and,  to  the 

         extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of 

         (i)  customary  legal  opinions,  board  resolutions  and  officers’  certificates  consistent  with  those 

         delivered on the Closing Date other than changes to such legal opinions resulting from a change 

         in  law,  change  in  fact  or  change  to  counsel’s  form  of  opinion  reasonably  satisfactory  to  the 

         Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral 

         Documents as may be reasonably requested by the Administrative Agent in order to ensure that 

         such  Credit  Agreement  Refinancing  Indebtedness  is provided  with  the  benefit  of  the  applicable 

         Loan Documents. 

                           (d)                           For the avoidance of doubt, Credit Agreement Refinancing Indebtedness 

         shall be available in U.S. Dollars and/or Canadian Dollars.  Each issuance of Credit Agreement 

         Refinancing Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is 

         (x)  not  less  than  Cdn.  $25,000,000  or  U.S.  $25,000,000,  as  applicable,  and  (y)  an  integral 

         multiple  of  Cdn.  $1,000,000  or  U.S.  $1,000,000,  as applicable, in  excess  thereof  (provided that 

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         such amount may be less than Cdn. $1,000,000 or U.S. $1,000,000, as applicable, if such amount 

         represents all remaining outstanding amounts in respect of the Indebtedness being so refinanced). 

                           (e)                           Each  of  the  parties  hereto  hereby  agrees  that  this  Agreement  and  the 

         other  Loan  Documents  may  be  amended  pursuant  to  a  Refinancing  Amendment,  without  the 

         consent  of  any  other  Lenders,  to  the  extent  (but  only  to  the  extent)  necessary  to  (i)  reflect  the 

         existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto 

         and  (ii)  make  such  other  changes  to  this  Agreement  and  the  other  Loan  Documents  consistent 

         with the provisions and intent of the third paragraph of Section 10.01 (without the consent of the 

         Required  Lenders  called  for  therein)  and  (iii)  effect  such  other  amendments  to  this  Agreement 

         and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of 

         the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15, and the 

         Required  Lenders  hereby  expressly  authorize  the  Administrative  Agent  to  enter  into  any  such 

         Refinancing Amendment. 

                  SECTION 2.16                  Extension of Term Loans; Extension of Revolving Credit Loans. 

                           (a)                                                          Extension of Term Loans.  The Borrower may at any time and from time 

         to time request that all or a portion of the Term Loans of a given Class (each, an “Existing Term 

         Loan  Tranche”)  be  amended  to  extend  the  scheduled  maturity  date(s)  with  respect  to  all  or  a 

         portion of any principal amount of such Term Loans (any such Term Loans which have been so 

         amended,  “Extended  Term  Loans”)  and  to  provide  for  other  terms  consistent  with  this 

         Section 2.16.  In order to establish any Extended Term Loans, the Borrower shall provide a notice 

         to  the  Administrative  Agent  (who  shall  provide  a  copy  of  such  notice  to  each  of  the  Lenders 

         under  the  applicable  Existing  Term  Loan Tranche)  (each, a  “Term  Loan  Extension  Request”) 

         setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be 

         identical as offered to each Lender under such Existing Term Loan Tranche (including as to the 

         proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing 

         Term  Loan  Tranche  and  (y)  be  identical  to  the  Term  Loans  under  the  Existing  Term  Loan 

         Tranche from which such Extended Term Loans are to be amended, except that: (i) all or any of 

         the scheduled amortization payments of principal of the Extended Term Loans may be delayed to 

         later  dates  than  the  scheduled  amortization  payments  of  principal  of  the  Term  Loans  of  such 

         Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; (ii) 

         the  All-In  Yield  with  respect  to  the  Extended Term  Loans  (whether  in the form  of  interest  rate 

         margin, upfront fees, original issue discount or otherwise) may be different than the All-In Yield 

         for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in 

         the  applicable  Extension  Amendment;  (iii)  the  Extension  Amendment  may  provide  for  other 

         covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect 

         on  the  effective  date  of  the  Extension  Amendment  (immediately  prior  to  the  establishment  of 

         such  Extended  Term  Loans);  (iv)  to  the  extent  constituting  a  separate  Class,  Extended  Term 

         Loans shall be available in U.S. Dollars and/or Canadian Dollars; and (v) Extended Term Loans 

         may  have  call  protection  as  may  be  agreed  by  the  Borrower  and  the  Lenders  thereof;  provided 

         that  no  Extended  Term  Loans  may  be  optionally  prepaid  prior  to  the  date  on  which  all  Term 

         Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan 

         Tranche  from  which  they  were  amended)  are  repaid in  full,  unless  such  optional  prepayment  is 

         accompanied  by  at  least  a  pro  rata  optional  prepayment  of  such  other  Term  Loans;  provided, 

         however,  that  (A)  no  Default  shall  have  occurred  and  be  continuing  at  the  time  a  Term  Loan 

         Extension  Request  is  delivered  to  Lenders,  (B)  in  no  event  shall  the  final  maturity  date  of  any 

         Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof 

         be earlier than the then Latest Maturity Date of any then existing Term Loans hereunder, (C) the 

         Weighted  Average  Life  to  Maturity  of  any  Extended  Term  Loans  of  a  given  Term  Loan 

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         Extension Series at the time of establishment thereof shall be no shorter (other than by virtue of 

         amortization or prepayment of such Indebtedness prior to the time of incurrence of such Extended 

         Term Loans) than the remaining Weighted Average Life to Maturity of any Existing Term Loan 

         Tranche, (D) any such Extended Term Loans (and the Liens securing the same) shall be permitted 

         by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is then in 

         effect), (E) all documentation in respect of such Extension Amendment shall be consistent with 

         the foregoing and (F) any Extended Term Loans may participate on a pro rata basis or less than a 

         pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or 

         prepayments hereunder, in each case as specified in the respective Term Loan Extension Request. 

         Any  Extended  Term  Loans  amended  pursuant  to  any  Term  Loan  Extension  Request  shall  be 

         designated  a  series  (each,  a  “Term  Loan  Extension  Series”)  of  Extended  Term  Loans  for  all 

         purposes of this Agreement; provided that any Extended Term Loans amended from an Existing 

         Term  Loan  Tranche  may,  to  the  extent  provided  in  the  applicable  Extension  Amendment,  be 

         designated as an increase in any previously established Term Loan Extension Series with respect 

         to  such  Existing  Term  Loan  Tranche.    Each  Term  Loan  Extension  Series  of  Extended  Term 

         Loans incurred under this Section 2.16 shall be in an aggregate principal amount that is not less 

         than Cdn. $25,000,000 or U.S. $25,000,000, as applicable. 

                           (b)                           Extension of Revolving Credit Commitments.  The Borrower may at any 

         time and from time to time request that all or a portion of the Revolving Credit Commitments of a 

         given  Class  (each,  an  “Existing  Revolver  Tranche”)  be  amended  to  extend  the  Maturity  Date 

         with respect to all or a portion of any principal amount of such Revolving Credit Commitments 

         (any such Revolving Credit Commitments which have been so amended, “Extended Revolving 

         Credit Commitments”) and to provide for other terms consistent with this Section 2.16.  In order 

         to establish any Extended Revolving Credit Commitments, the Borrower shall provide a notice to 

         the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under 

         the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth 

         the proposed terms of the Extended Revolving Credit Commitments to be established, which shall 

         (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to 

         the  proposed  interest  rates  and  fees  payable)  and  offered  pro  rata  to  each  Lender  under  such 

         Existing Revolver Tranche and (y) be identical to the Revolving Credit Commitments under the 

         Existing Revolver Tranche from which such Extended Revolving Credit Commitments are to be 

         amended, except that: (i) the Maturity Date of the Extended Revolving Credit Commitments may 

         be delayed to a later date than the Maturity Date of the Revolving Credit Commitments of such 

         Existing  Revolver  Tranche,  to  the  extent  provided  in the  applicable  Extension  Amendment;  (ii) 

         the  All-In  Yield  with  respect  to  extensions  of  credit  under  the  Extended  Revolving  Credit 

         Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or 

         otherwise)  may  be  different  than  the  All-In  Yield  for  extensions  of  credit  under  the  Revolving 

         Credit Commitments of such Existing Revolver Tranche, in each case, to the extent provided in 

         the  applicable  Extension  Amendment;  (iii)  the  Extension  Amendment  may  provide  for  other 

         covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect 

         on  the  effective  date  of  the  Extension  Amendment  (immediately  prior  to  the  establishment  of 

         such Extended Revolving Credit Commitments); (iv) to the extent constituting a separate Class, 

         Extended  Revolving  Credit  Commitments  shall  be  available  in  U.S.  Dollars  and/or  Canadian 

         Dollars;  and  (v)  all  borrowings  and  commitment  reductions  under  the  applicable  Revolving 

         Credit  Commitments  (i.e.,  the  Existing  Revolver  Tranche  and  the  Extended  Revolving  Credit 

         Commitments  of the  applicable  Revolver  Extension Series) and repayments  thereunder  shall  be 

         made  on  a  pro  rata  basis  (except  for  (I)  payments  of  interest  and  fees  at  different  rates  on 

         Extended  Revolving  Credit  Commitments  (and  related  outstandings)  and  (II)  repayments  and 

         commitment terminations required upon the Maturity Date of the non-extending Revolving Credit 

         Commitments), except that the Borrower shall be permitted to permanently repay and terminate 

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         commitments of any such Class on a better than a pro rata basis as compared to any other Class 

         with  a  later  maturity  date  than  such  Class;  provided,  further,  that  (A)  no  Default  shall  have 

         occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) 

         in  no  event  shall  the  final  maturity  date  of  any  Extended  Revolving  Credit  Commitments  of  a 

         given  Revolver  Extension  Series  at  the  time  of  establishment  thereof  be  earlier  than  the  then 

         Latest  Maturity  Date  of  any  other  Revolving  Credit  Commitments  hereunder,  (C)  any  such 

         Extended Revolving Credit Commitments (and the Liens securing the same) shall be permitted by 

         the  terms  of  the  Intercreditor  Agreements  (to  the  extent  any  Intercreditor  Agreement  is  then  in 

         effect)  and  (D)  all  documentation  in  respect  of  such  Extension  Amendment  shall  be  consistent 

         with  the  foregoing.    Any  Extended  Revolving  Credit  Commitments  amended  pursuant  to  any 

         Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) 

         of  Extended  Revolving  Credit  Commitments  for  all  purposes  of  this  Agreement;  provided  that 

         any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, 

         to  the extent  provided  in  the  applicable  Extension  Amendment,  be  designated as  an  increase in 

         any  previously  established  Revolver  Extension  Series  with  respect  to  such  Existing  Revolver 

         Tranche.  Each Revolver Extension Series of Extended Revolving Credit Commitments incurred 

         under  this  Section 2.16  shall  be  in  an  aggregate  principal  amount  that  is  not  less  than  Cdn. 

         $10,000,000 or U.S. $10,000,000, as applicable. 

                           (c)                                                          Extension Request.  The Borrower shall provide the applicable Extension 

         Request  at  least  five  (5)  Business  Days  prior  to  the  date  on  which  Lenders  under  the  Existing 

         Term Loan Tranche or at least ten (10) Business Days prior to the date on which Lenders under 

         the  Existing  Revolver  Tranche,  as  applicable,  are  requested  to  respond,  and  shall  agree  to  such 

         procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each 

         case acting reasonably to accomplish the purposes of this Section 2.16.  No Lender shall have any 

         obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche amended 

         into Extended Term Loans or any of its Revolving Credit Commitments amended into Extended 

         Revolving Credit Commitments, as applicable, pursuant to any Extension Request.  Any Lender 

         holding  a  Loan  under  an  Existing  Term  Loan  Tranche  (each,  an  “Extending  Term  Lender”) 

         wishing to have all or a portion of its Term Loans under the Existing Term Loan Tranche subject 

         to such Extension Request amended into Extended Term Loans and any Revolving Credit Lender 

         (each,  an  “Extending  Revolving  Credit  Lender”)  wishing  to  have  all  or  a  portion  of  its 

         Revolving Credit Commitments under the Existing Revolver Tranche subject to such Extension 

         Request  amended  into  Extended  Revolving  Credit  Commitments,  as applicable,  shall  notify  the 

         Administrative  Agent  (each,  an  “Extension  Election”)  on or  prior to  the  date  specified  in  such 

         Extension  Request  of  the  amount  of  its  Term  Loans  under  the  Existing  Term  Loan  Tranche  or 

         Revolving Credit Commitments under the Existing Revolver Tranche, as applicable, which it has 

         elected  to  request  be  amended  into  Extended  Term  Loans  or  Extended  Revolving  Credit 

         Commitments, as applicable (subject to any minimum denomination requirements imposed by the 

         Administrative Agent).  In the event that the aggregate principal amount of Term Loans under the 

         Existing  Term  Loan  Tranche  or  Revolving  Credit  Commitments  under  the  Existing  Revolver 

         Tranche,  as  applicable,  in  respect  of  which  applicable  Term  Lenders  or  Revolving  Credit 

         Lenders,  as  the  case  may  be,  shall  have  accepted  the  relevant  Extension  Request  exceeds  the 

         amount  of  Extended  Term  Loans  or  Extended  Revolving  Credit  Commitments,  as  applicable, 

         requested  to  be  extended  pursuant  to  the  Extension  Request,  Term  Loans  or  Revolving  Credit 

         Commitments, as applicable, subject to Extension Elections shall be amended to Extended Term 

         Loans or Revolving Credit Commitments, as applicable, on a pro rata basis (subject to rounding 

         by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount 

         of Term Loans or Revolving Credit Commitments, as applicable, included in each such Extension 

         Election. 

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                           (d)                           Extension  Amendment.   Extended Term  Loans  and  Extended  Revolving 

         Credit  Commitments  shall  be  established  pursuant  to  an  amendment  (each,  a  “Extension 

         Amendment”)  to  this  Agreement  among  the  Borrower,  the  Administrative  Agent  and  each 

         Extending  Term  Lender  or  Extending  Revolving  Credit  Lender,  as  applicable,  providing  an 

         Extended  Term  Loan  or  Extended  Revolving  Credit  Commitment,  as  applicable,  thereunder, 

         which  shall  be  consistent  with  the  provisions  set  forth  in  Sections  2.16(a)  or  (b)  above, 

         respectively (but which shall not require the consent of any other Lender).  The effectiveness of 

         any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the 

         conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative 

         Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ 

         certificates consistent with those delivered on the Closing Date other than changes to such legal 

         opinions resulting from a change in law, change in fact or change to counsel’s form of opinion 

         reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such 

         amendments to the Collateral Documents as may be reasonably requested by the Administrative 

         Agent  in  order  to  ensure  that  the  Extended  Term  Loans  or  Extended  Revolving  Credit 

         Commitments,  as  applicable,  are  provided  with  the  benefit  of  the  applicable  Loan  Documents.  

         The  Administrative  Agent  shall  promptly  notify  each  Lender  as  to  the  effectiveness  of  each 

         Extension  Amendment.    Each  of  the  parties  hereto  hereby  agrees  that  this  Agreement  and  the 

         other  Loan  Documents  may  be  amended  pursuant  to  an  Extension  Amendment,  without  the 

         consent  of  any  other  Lenders,  to  the  extent  (but  only  to  the  extent)  necessary  to  (i)  reflect  the 

         existence and terms of the Extended Term Loans or Extended Revolving Credit Commitments, as 

         applicable,  incurred  pursuant  thereto,  (ii)  modify  the  scheduled  repayments  set  forth  in 

         Section 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to 

         reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to 

         the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable 

         Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term 

         Loans required pursuant to Section 2.07), (iii) modify the prepayments set forth in Section 2.05 to 

         reflect the existence of the Extended Term Loans and the application of prepayments with respect 

         thereto, (iv) make such other changes to this Agreement and the other Loan Documents consistent 

         with the provisions and intent of the second paragraph of Section 10.01 (without the consent of 

         the Required Lenders called for therein) and (v) effect such other amendments to this Agreement 

         and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of 

         the Administrative Agent and the Borrower, to effect the provisions of this Section 2.16, and the 

         Required  Lenders  hereby  expressly  authorize  the  Administrative  Agent  to  enter  into  any  such 

         Extension Amendment. 

                           (e)                                                          No  conversion  of  Loans  pursuant  to  any  Extension  in  accordance  with 

         this Section 2.16 shall constitute a voluntary or mandatory payment or prepayment for purposes 

         of this Agreement. 

                  SECTION 2.17                  Defaulting Lenders. 

                           (a)                                                          Adjustments.  Notwithstanding anything to the contrary contained in this 

         Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no 

         longer a Defaulting Lender, to the extent permitted by applicable Law: 

                                   (i)                                   Waivers  and  Amendments.    That  Defaulting  Lender’s  right  to 

                  approve or disapprove any amendment, waiver or consent with respect to this Agreement 

                  shall be restricted as set forth in Section 10.01. 

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                                   (ii)                                   Reallocation  of  Payments.    Any  payment  of  principal,  interest, 

                  fees  or  other  amounts  received  by  the  Administrative  Agent  for  the  account  of  that 

                  Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII 

                  or  otherwise),  shall  be  applied  at  such  time  or  times  as  may  be  determined  by  the 

                  Administrative  Agent  as  follows:  first,  to  the  payment  of  any  amounts  owing  by  that 

                  Defaulting  Lender  to  the  Administrative  Agent  hereunder;  second,  to  the  payment  on  a 

                  pro rata basis of any amounts owing by that Defaulting Lender to L/C Issuers or Swing 

                  Line Lender hereunder; third, if so determined by the Administrative Agent or requested 

                  by any L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding 

                  obligations  of  that  Defaulting  Lender  of  any  participation  in  any  Swing  Line  Loan  or 

                  Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of 

                  Default has occurred and is continuing), to the funding of any Loan in respect of which 

                  that  Defaulting  Lender  has  failed  to  fund  its  portion  thereof  as  required  by  this 

                  Agreement,  as  determined  by  the  Administrative  Agent;  fifth,  if  so  determined  by  the 

                  Administrative  Agent  and  the  Borrower,  to  be  held  in  a  non-interest  bearing  deposit 

                  account  and  released  in  order  to  satisfy  obligations  of  that  Defaulting  Lender  to  fund 

                  Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, 

                  the  L/C  Issuers  or  the  Swing  Line  Lender  as  a  result  of  any  judgment  of  a  court  of 

                  competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender 

                  against  that  Defaulting  Lender  as  a  result  of  that  Defaulting  Lender’s  breach  of  its 

                  obligations under this Agreement; seventh, so long as no Default or Event of Default has 

                  occurred and is continuing, to the payment of any amounts owing to the Borrower as a 

                  result  of  any  judgment  of  a  court  of  competent  jurisdiction  obtained  by  the  Borrower 

                  against  that  Defaulting  Lender  as  a  result  of  that  Defaulting  Lender’s  breach  of  its 

                  obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise 

                  directed  by  a  court  of  competent  jurisdiction;  provided  that  if  (x)  such  payment  is  a 

                  payment  of  the  principal  amount  of  any  Loans  or  L/C  Borrowings  in  respect  of  which 

                  that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or 

                  L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were 

                  satisfied  or  waived,  such  payment  shall  be  applied  solely  to  pay  the  Loans  of,  and  L/C 

                  Borrowings  owed  to,  all  Non-Defaulting  Lenders  on  a  pro  rata  basis  prior  to  being 

                  applied  to  the  payment  of  any  Loans  of,  or  L/C  Borrowings  owed  to,  that  Defaulting 

                  Lender.    Any  payments,  prepayments  or  other  amounts  paid  or  payable  to  a  Defaulting 

                  Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post 

                  Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected 

                  by that Defaulting Lender, and each Lender irrevocably consents hereto. 

                                  (iii)                                                                         Certain Fees.  That Defaulting Lender (x) shall not be entitled to 

                  receive any commitment fee pursuant to Section 2.09(a) for any period during which that 

                  Lender  is  a  Defaulting  Lender (and  the  Borrower  shall  not  be  required  to  pay  any  such 

                  fee that otherwise would have been required to have been paid to that Defaulting Lender) 

                  and  (y)  shall  be  limited  in  its  right  to  receive  Letter  of  Credit  fees  as  provided  in 

                  Section 2.03(h). 

                                  (iv)                                                                         Reallocation  of  Pro  Rata  Share  to  Reduce  Fronting  Exposure.  

                  During any period in which there is a Defaulting Lender, for purposes of computing the 

                  amount  of  the  obligation  of  each  Non-Defaulting  Lender  to  acquire,  refinance  or  fund 

                  participations  in  Letters  of  Credit  or  Swing  Line  Loans  pursuant  to  Sections  2.03  and 

                  2.04, the “Pro Rata Share” of each Non-Defaulting Lender’s Revolving Credit Loans and 

                  L/C  Obligations  shall  be  computed  without  giving  effect  to  the  Commitment  of  that 

                  Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at 

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                  the  date  the  applicable  Lender  becomes  a  Defaulting  Lender,  no  Default  or  Event  of 

                  Default  has  occurred  and  is  continuing;  and  (ii)  the  aggregate  obligation  of  each  Non-

                  Defaulting  Lender  to  acquire,  refinance  or  fund  participations  in  Letters  of  Credit  and 

                  Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment 

                  of that Non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans 

                  of that Lender. 

                           (b)                           Defaulting  Lender  Cure.    If  the  Borrower,  the  Administrative  Agent, 

         Swing Line Lender and the L/C Issuers agree in writing in their sole discretion that a Defaulting 

         Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so 

         notify the parties hereto, whereupon as of the effective date specified in such notice and subject to 

         any  conditions  set  forth  therein  (which  may  include  arrangements  with  respect  to  any  Cash 

         Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans 

         of the other Lenders or take such other actions as the Administrative Agent may determine to be 

         necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters 

         of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with 

         their  Pro  Rata  Share  (without  giving  effect  to  Section 2.17(a)(iv)),  whereupon  that  Lender  will 

         cease  to  be  a  Defaulting  Lender;  provided  that  no  adjustments  will  be  made  retroactively  with 

         respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was 

         a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed 

         by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a 

         waiver or release of any claim of any party hereunder arising from that Lender’s having been a 

         Defaulting Lender. 

                  SECTION 2.18                  Bankers’ Acceptances.  

                           (a)                           Term.  Each Bankers’ Acceptance shall have a term equal to the Interest 

         Period  specified  in  the  Committed  Loan  Notice.  No  term  of  any  Bankers’  Acceptance  shall 

         extend beyond the Maturity Date. 

                           (b)                           BA  Rate.    On  each  date  of  a  Credit  Extension  or  other  date  on  which 

         Bankers’ Acceptances are to be accepted, the Administrative Agent shall advise the Borrower as 

         to its determination of the applicable BA Rate for the Bankers’ Acceptances to be accepted. 

                           (c)                           Purchase.  Upon acceptance of a Bankers’ Acceptance by a Lender, such 

         Lender  shall  purchase,  or  arrange,  the  purchase  of,  such  Bankers’  Acceptance  at  the  applicable 

         BA  Rate.    The  applicable  Lender  shall  provide  to  the  Administrative  Agent’s  account,  the  BA 

         Proceeds less the BA Fee payable by the Borrower with respect to the Bankers’ Acceptance. 

                           (d)                           Sale.    Each  Lender  may  from  time  to  time  hold,  sell,  rediscount  or 

         otherwise Dispose of any or all Bankers’ Acceptances accepted and purchased by it. 

                           (e)                           Power  of  Attorney  for  the  Execution  of  Bankers’  Acceptances.    To 

         facilitate the availment of the Facilities by Bankers’ Acceptances, the Borrower hereby appoints 

         each  Lender  as its  attorney  to  sign  and  endorse  on its  behalf, in  handwriting  or by  facsimile or 

         mechanical  signature as and  when deemed  necessary by  such  Lender,  blank  forms  of  B/As.   In 

         this respect, it is each Lender’s responsibility to maintain an adequate supply of blank forms of 

         B/As  for  acceptance  under  this  Agreement.    The  Borrower  recognizes  and  agrees  that  all  B/As 

         signed and/or endorsed on its behalf by a Lender shall bind the Borrower as fully and effectually 

         as if signed in the handwriting of and duly issued by its proper signing officers.  Each Lender is 

         hereby  authorized  to  issue  such  B/As  endorsed  in  blank  in  such  face  amounts  as  may  be 

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         determined by such Lender; provided that the aggregate amount thereof is equal to the aggregate 

         amount of B/As required to be accepted and purchased by such Lender.  No Lender shall be liable 

         for  any  damage,  loss  or  other  claim  arising  by  reason  of  any  loss  or  improper  use  of  any  such 

         instrument  except  for  the  gross  negligence  or  willful  misconduct  of  the  Lender  or  its  officers, 

         employees, agents or representatives.  Each Lender shall maintain a record with respect to B/As 

         held  by  it  in  blank  hereunder,  voided  by  it  for  any  reason,  accepted  and  purchased  by  it 

         hereunder,  and  cancelled  at  their  respective  maturities.    Each  Lender  agrees  to  provide  such 

         records to the Borrower at its expense upon request. 

                           (f)                                                          Execution.    Drafts  drawn  by  the  Borrower  to  be  accepted  as  Bankers’ 

         Acceptances shall be signed by a Responsible Officer.  Notwithstanding that any Person whose 

         signature appears on any Bankers’ Acceptance may no longer be an authorized signatory for the 

         Borrower at the time of issuance of a Bankers’ Acceptance, that signature shall nevertheless be 

         valid  and  sufficient  for  all  purposes  as  if  the  authority  had  remained  in  force  at  the  time  of 

         issuance and any Bankers’ Acceptance so signed shall be binding on the Borrower. 

                           (g)                                                          Issuance.    The  Administrative  Agent,  promptly  following  receipt  of  a 

         notice of a Borrowing, conversion or continuation by way of Bankers’ Acceptances, shall advise 

         the applicable Lenders of the notice and shall advise each applicable Lender of the face amount of 

         Bankers’ Acceptances to be accepted by it and the applicable term (which shall be identical for all 

         applicable  Lenders).    The  aggregate  face  amount  of  Bankers’  Acceptances  to  be  accepted  by  a 

         Lender shall be determined by the Administrative Agent by reference to that Lender’s Pro Rata 

         Share  of  the  issue  of  Bankers’  Acceptances,  except  that,  if  the  face  amount  of  a  Bankers’ 

         Acceptance which would otherwise be accepted by a Lender would not be $100,000 or a whole 

         multiple thereof, the face amount shall be increased or reduced by the Administrative Agent in its 

         sole discretion to $100,000, or the nearest whole multiple of that amount, as appropriate. 

                           (h)                           Rollover.    At  or  before  10:00  A.M.  (Toronto  time)  three  (3)  Business 

         Days  before  the  maturity  date  of  any  Bankers’  Acceptances,  the  Borrower  shall  give  to  the 

         Administrative Agent, written notice which notice shall specify either that the Borrower intends 

         to repay the maturing Bankers’ Acceptances on the maturity date or that the Borrower intends to 

         issue Bankers’ Acceptances on the maturity date to provide for payment of the maturing Bankers’ 

         Acceptances.  If the Borrower fails to provide such notice to the Administrative Agent or fails to 

         repay  the  maturing  Bankers’  Acceptances,  or  if  an  Event  of  Default  has  occurred  and  is 

         continuing  on  such  maturity  date,  the  Borrower’s  obligations  in  respect  of  such  Bankers’ 

         Acceptances shall convert on such maturity date into a Canadian Prime Rate Loan in an amount 

         equal to the aggregate face amount of such Bankers’ Acceptances.  Otherwise, the Borrower shall 

         provide payment to the Administrative Agent on behalf of the applicable Lenders of an amount 

         equal to the aggregate face amount of the Bankers’ Acceptances issued by the applicable Lenders 

         on their maturity date. 

                           (i)                           Waiver  of  Presentment  and  Other  Conditions.    The  Borrower  waives 

         presentment  for  payment  and  any  other  defense  to  payment  of  any  amounts  due  to  a  Lender  in 

         respect of a Bankers’ Acceptance accepted and purchased by it pursuant to this Agreement which 

         might  exist  solely  by  reason  of  the  Bankers  Acceptance  being  held,  at  the  maturity  thereof,  by 

         such  Lender  in  its  own  right  and  the  Borrower  agrees  not  to  claim  any  days  of  grace  if  such 

         Lender  as  holder  sues  the  Borrower  on  the  Bankers’  Acceptance  for  payment  of  the  amount 

         payable by the Borrower thereunder.  On the specified maturity date of a B/A that has not been 

         converted or continued in accordance with the terms hereof, the Borrower shall pay to the Lender 

         that  has  accepted  such  B/A  the  full  face  amount  of  such  B/A  and  after  such  payment,  the 

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         Borrower shall have no further liability in respect of such B/A and such Lender shall be entitled 

         to all benefits of, and be responsible for all payments due to third parties under such B/A. 

                           (j)                           BA  Equivalent  Loans  by  Non-BA  Lenders.    Whenever  the  Borrower 

         requests  a  Credit  Extension  by  way  of  Bankers’  Acceptance,  each  Lender  which  is  a  Non-BA 

         Lender shall, in lieu of accepting and purchasing Bankers’ Acceptances, make a BA Equivalent 

         Loan in an equivalent aggregate amount. 

                           (k)                                                          Terms Applicable to Discount Notes.  As set out in the definition of the 

         Bankers’  Acceptances,  that  term  includes  Discount  Notes  and  all  terms  of  this  Agreement 

         applicable  to  Bankers’  Acceptances  shall  apply  equally  to  Discount  Notes  evidencing  BA 

         Equivalent Loans with such changes as may in the context be necessary.  For greater certainty: 

                                   (i)                                                                          the  term  of  a  Discount  Note  shall  be  the  same  as  the  term  for 

                  Bankers’ Acceptances accepted and purchased on the same date of a Credit Extension in 

                  respect of the same Loan; 

                                   (ii)                                                                          an acceptance fee will be payable in respect of a Discount Note 

                  and shall be calculated at the same rate and in the same manner as the BA Fee in respect 

                  of a Bankers’ Acceptance accepted and purchased on the same date of Credit Extension 

                  in respect of the same Loan; and 

                                  (iii)                                                                         the  interest  rate  applicable  to  a  Discount  Note  shall  be  the  BA 

                  Rate  applicable  to  Bankers’  Acceptances  accepted  by  a  Lender  on  the  same  date  of  a 

                  Credit Extension in respect of the same Loan. 

                           The  Borrower  and  each  applicable  Non-BA  Lender  hereby  acknowledges  and 

         agrees  that  from  time  to  time  certain  Non-BA  Lenders  may  elect  not  to  receive  any  Discount 

         Notes, and the Borrower and each applicable Non-BA Lender agrees that with respect to any such 

         Non-BA Lender, in lieu of receiving Discount Notes, the applicable BA Equivalent Loan may be 

         evidenced by a loan account which such Non-BA Lender shall maintain in its name, and in such 

         event such loan account shall be entitled to all the benefits of Discount Notes. 

                           (l)                           Depository Bills and Notes Act (Canada).  At the option of any Lender, 

         Bankers’ Acceptances under this Agreement to be accepted by that Lender may be issued in the 

         form  of  depository  bills  for  deposit  with  The  Canadian  Depository  for  Securities  Limited 

         pursuant to the Depository Bills and Notes Act (Canada).  All depository bills so issued shall be 

         governed by the provisions of this Section 2.18. 

                  SECTION 3.01                                                      Taxes. 

                           (a)                           Except as provided in this Section 3.01, any and all payments made by or 

         on  account  of  the  Borrower  (the  term  Borrower  under  Article  III  being  deemed  to  include  any 

         Subsidiary  for  whose  account  a  Letter  of  Credit  is  issued)  or  any  Guarantor  under  any  Loan 

         Document shall be made free and clear of and without deduction for any and all present or future 

         taxes,  duties,  levies,  imposts,  assessments  or  withholdings  (including  backup  withholding)  or 

         similar  charges  imposed  by  any  Governmental  Authority  including  interest,  penalties  and 

         additions to tax (collectively “Taxes”), except as required by applicable Law.  If the Borrower, 

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         any Guarantor or other applicable withholding agent shall be required by any Laws to deduct any 

         Taxes  from  or  in  respect  of  any  sum  payable  under  any  Loan  Document  to  any  Agent  or  any 

         Lender,  (A)  to  the  extent  the  Tax  in  question  is  an  Indemnified  Tax,  the  sum  payable  by  the 

         Borrower  or  Guarantor  shall  be  increased  as  necessary  so  that  after  making  all  required 

         deductions (including deductions applicable to additional sums payable under this Section 3.01), 

         such  Agent  or  such  Lender,  as  the  case  may  be,  receives  an  amount  equal  to  the  sum  it  would 

         have  received  had  no  such  deductions  been  made,  (B)  the  applicable  withholding  agent  shall 

         make such deductions, (C) the applicable withholding agent shall pay the full amount deducted to 

         the relevant Governmental Authority in accordance with applicable Laws, and (D) within thirty 

         (30) days after the date of such payment (or, if receipts or evidence are not available within thirty 

         (30)  days,  as  soon  as  possible  thereafter),  if  the  Borrower  or  any  Guarantor  is  the  applicable 

         withholding  agent, shall furnish to  such  Agent  or  Lender (as  the case  may  be) the original  or  a 

         copy  of  a  receipt  evidencing  payment  thereof  or  other  evidence  reasonably  acceptable  to  such 

         Agent or Lender. 

                           (b)                           In  addition,  the  Borrower  agrees  to  pay  any  and  all  present  or  future 

         stamp, court or documentary taxes and any other similar excise, property, intangible or mortgage 

         recording Taxes, or Taxes of a similar character, which arise from any payment made under any 

         Loan Document or from the execution, delivery, performance, enforcement or registration of, or 

         otherwise with respect to, any Loan Document (including additions to tax, penalties and interest 

         related  thereto)  excluding,  in  each  case,  such  amounts  that  result  from  an  Agent  or  Lender’s 

         Assignment and Assumption, grant of a participation, transfer or assignment to or designation of 

         a  new  applicable  Lending  Office  or  other  office  for  receiving  payments  under  any  Loan 

         Document (collectively, “Assignment Taxes”) to the extent such Assignment Taxes result from a 

         connection  that  the  Agent  or  Lender  has  with  the  taxing  jurisdiction  other  than  the  connection 

         arising out of the Loan Documents or the transactions therein, except for such Assignment Taxes 

         resulting from assignment or participation that is requested or required in writing by the Borrower 

         (all  such  non-excluded  Taxes  described  in  this  Section  3.01(b)  being  hereinafter  referred  to  as 

         “Other Taxes”). 

                           (c)                           The  Borrower  and  each  Guarantor  agrees  to  indemnify  each  Agent  and 

         each  Lender,  within  15  days  after  the  demand  therefor,  for  (i)  the  full  amount  of  Indemnified 

         Taxes imposed with respect to payments hereunder and Other Taxes paid by such Agent or such 

         Lender  and  (ii)  any  reasonable  expenses  arising  therefrom  or  with  respect  thereto,  in  each  case 

         whether  or  not  such  Taxes  were  correctly  or  legally  imposed  or  asserted  by  the  relevant 

         Governmental Authority.  A certificate as to the amount of such payment or liability prepared in 

         good faith by such Agent or Lender (or by an Agent on behalf of such Lender), accompanied by  

         a  written  statement  thereof  setting  forth  in  reasonable  detail  the  basis  and  calculation  of  such 

         amounts shall be conclusive absent manifest error. 

                           (d)                                                          Each  Lender  shall,  at  such  times  as  are  reasonably  requested  by  the 

         Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with 

         any  documentation  prescribed  by  Law  certifying  as  to  any  entitlement  of  such  Lender  to  an 

         exemption  from,  or  reduction  in,  withholding  Tax  with  respect  to  any  payments  to  be  made  to 

         such  Lender  under  the  Loan  Documents.    Each  such  Lender  shall,  whenever  a  lapse  in  time  or 

         change  in  circumstances  renders  such  documentation  obsolete  or  inaccurate  in  any  material 

         respect,  deliver  promptly  to  the  Borrower  and  the  Administrative  Agent  updated  or  other 

         appropriate  documentation  (including  any  new  documentation  reasonably  requested  by  the 

         applicable withholding agent) or promptly notify the Borrower and the Administrative Agent in 

         writing  of  its  inability  to  do  so.  Unless  the  applicable  withholding  agent  has  received  any 

         applicable forms  or  other documents  satisfactory  to  it  indicating  that  payments  under  any  Loan 

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         Document to or for a Lender are not subject to withholding Tax or are subject to such Tax at a 

         rate  reduced  by  an  applicable  tax  treaty,  the  Borrower,  the  Administrative  Agent  or  other 

         applicable withholding agent shall withhold amounts required to be withheld by applicable Law 

         from such payments at the applicable statutory rate.  Notwithstanding any other provision of this 

         clause (d), a Lender shall not be required to deliver any form pursuant to this clause (d) that such 

         Lender  is  not  legally  able  to  deliver.    Without  limiting  the  foregoing,  if  a  payment  made  to  a 

         Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by 

         FATCA  if  such  Lender  were  to  fail  to  comply  with  the  applicable  reporting  requirements  of 

         FATCA  (including  those  contained  in  Section  1471(b)  or  1472(b)  of  the  Code,  as  applicable), 

         such  Lender  shall  deliver  to  the  Borrower  and  the  Administrative  Agent,  at  the  time  or  times 

         prescribed  by  law  and  at  such  time  or  times  reasonably  requested  by  the  Borrower  or  the 

         Administrative Agent, such documentation prescribed by applicable law (including as prescribed 

         by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested 

         by  the  Borrower  or  the  Administrative  Agent  as  may  be  necessary  for  the  Borrower  or  the 

         Administrative  Agent  to  comply  with  its  obligations under  FATCA,  to  determine  whether  such 

         Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, 

         to determine the amount to deduct and withhold from such payment.  Solely for purposes of this 

         Section 3.01(d)(iii), “FATCA” shall include any amendments made to FATCA after the Closing 

         Date. 

                           (e)                           Any  Lender  claiming  any  additional  amounts  payable  pursuant  to  this 

         Section 3.01 or Section 3.04(a) shall, if requested by the Borrower, use its reasonable efforts to 

         change the jurisdiction of its Lending Office (or take any other measures reasonably requested by 

         the  Borrower)  if  such  a  change  or  other  measures  would  reduce  any  such  additional  amounts 

         (including  any  such  additional  amounts  that  may  thereafter  accrue)  and  would  not,  in  the  sole 

         determination of such Lender, result in any unreimbursed cost or expense (including, for greater 

         certainty, increased tax cost) or be otherwise materially disadvantageous to such Lender. 

                           (f)                           If  any  Lender  or  Agent  receives  a  refund  in respect  of  any  Indemnified 

         Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by 

         the Borrower or any Guarantor pursuant to this Section 3.01, it shall promptly remit such refund 

         to  the  Borrower  or  such  Guarantor  (but  only  to  the  extent  of  indemnification  or  additional 

         amounts  paid  by  the  Borrower  or  such  Guarantor  under  this  Section  3.01  with  respect  to 

         Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses 

         (including any Taxes) of the Lender or Agent, as the case may be, and without interest (other than 

         any  interest  paid  by  the  relevant  taxing  authority  with  respect  to  such  refund,  net  of  any  Taxes 

         payable by any Agent or Lender on such interest); provided that the Borrower or such Guarantor, 

         upon  the  request  of  the  Lender  or  Agent,  as  the  case  may  be,  agrees  promptly  to  return  such 

         refund (plus any penalties, interest or other charges imposed by the relevant taxing authority) to 

         such party in the event such party is required to repay such refund to the relevant taxing authority.  

         Notwithstanding anything to the contrary in this paragraph (f), in no event will the indemnified 

         party be required to pay any amount to the indemnifying party pursuant to this paragraph (f) the 

         payment  of  which  would  place  the  indemnified  party  in  a  less  favorable  net  after-Tax  position 

         than such indemnified party would have been in if the Tax subject to indemnification and giving 

         rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification 

         payments or additional amounts with respect to such Tax had never been paid. This section shall 

         not  be  construed  to  require  the  Administrative  Agent  or  any  Lender  to  make  available  its  tax 

         returns (or any other information relating to Taxes that it deems confidential) to the Borrower or 

         any other person. 

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                           (g)                           For  the  avoidance  of  doubt,  the  term  “Lender”  for  purposes  of  this 

         Section 3.01 shall include each L/C Issuer and Swing Line Lender.  For purposes of this Section 

         3.01, the term “Law” shall include FATCA. 

                  SECTION 3.02                  Illegality.   

                           (a)                           If any Lender determines that any Law has made it unlawful, or that any 

         Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending 

         Office  to  make,  maintain  or  fund  Eurocurrency  Rate  Loans,  Bankers’  Acceptances  or  BA 

         Equivalent Loans, or to determine or charge interest rates based upon the Eurocurrency Rate or 

         BA  Rate,  then,  on  notice  thereof  by  such  Lender  to  the  Borrower  through  the  Administrative 

         Agent,  any  obligation  of  such  Lender  to  make  or  continue  Eurocurrency  Rate  Loans,  Bankers’ 

         Acceptances  or  BA  Equivalent  Loans  or  to  convert  Base  Rate  Loans  or  Canadian  Prime  Rate 

         Loans  to  Eurocurrency  Rate  Loans,  Bankers’  Acceptances  or  BA  Equivalent  Loans  shall  be 

         suspended  until  such  Lender  notifies  the  Administrative  Agent  and  the  Borrower  that  the 

         circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, the 

         Borrower  shall,  upon  demand  from  such  Lender  (with  a  copy  to  the  Administrative  Agent), 

         prepay  or,  if  applicable,  convert  (x)  all  Eurocurrency  Rate  Loans  of  such  Lender  to  Base  Rate 

         Loans  and  (y)  all  Bankers’  Acceptances  or  BA  Equivalent  Loans  of  such  Lender  to  Canadian 

         Prime  Rate  Loans,  in  each  case  either  on  the  last  day  of  the  Interest  Period  therefor,  if  such 

         Lender may lawfully continue to maintain such Eurocurrency Rate Loans, Bankers’ Acceptances 

         or BA Equivalent Loans to such day, or promptly, if such Lender may not lawfully continue to 

         maintain such Eurocurrency Rate Loans, Bankers’ Acceptances or BA Equivalent Loans.  Upon 

         any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount 

         so  prepaid  or  converted  and  all  amounts  due,  if  any,  in  connection  with  such  prepayment  or 

         conversion  under  Section  3.05.    Each  Lender  agrees  to  designate  a  different  Lending  Office  if 

         such designation will avoid the need for such notice and will not, in the good faith judgment of 

         such Lender, otherwise be materially disadvantageous to such Lender. 

                  SECTION 3.03                                                      Inability to Determine Rates.  If the Required Lenders determine that for 

any reason adequate and reasonable means do not exist for determining the applicable Eurocurrency Rate 

or  BA  Rate  for  any  requested  Interest  Period  with  respect  to  a  proposed  Eurocurrency  Rate  Loan, 

Bankers’ Acceptance or BA Equivalent Loan or that the Eurocurrency Rate or BA Rate for any requested 

Interest  Period  with  respect  to  a  proposed  Eurocurrency  Rate  Loan,  Bankers’  Acceptance  or  BA 

Equivalent Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or 

that  U.S.  Dollar  deposits  are  not  being  offered  to  banks  in  the  London  interbank  eurodollar,  or  other 

applicable, market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, or 

that,  by  reason  of  circumstances affecting  the  money  market  generally,  there is no  market  for  Bankers’ 

Acceptances,  the  Administrative  Agent  will  promptly  so  notify  the  Borrower  and  each  Lender.  

Thereafter,  the  obligation  of  the  Lenders  to  make  or  maintain  Eurocurrency  Rate  Loans,  Bankers’ 

Acceptances  or  BA  Equivalent  Loans  shall  be  suspended  until  the  Administrative  Agent  (upon  the 

instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the Borrower may 

revoke any pending request for a Borrowing of, conversion to or continuation of such Eurocurrency Rate 

Loans, Bankers’ Acceptances or BA Equivalent Loans or, failing that, will be deemed to have converted 

such request,  if  applicable,  into  a request  for a  Borrowing  of  Base  Rate  Loans or  Canadian  Prime  Rate 

Loans, as applicable, in the amount specified therein. 

                  SECTION 3.04                  Increased  Cost  and  Reduced  Return;  Capital  Adequacy;  Reserves  on 

Eurocurrency Rate Loans. 

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                           (a)                           If any Lender reasonably determines that as a result of the introduction of 

         or any change in or in the interpretation of any Law, in each case after the Closing Date, or such 

         Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing 

         to make or making, funding or maintaining any Eurocurrency Rate Loans, Bankers’ Acceptance 

         or BA Equivalent Loan or (as the case may be) issuing or participating in Letters of Credit, or a 

         reduction  in  the  amount  received  or  receivable  by  such  Lender  in  connection  with  any  of  the 

         foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in 

         amount  resulting  from  (i)  Indemnified  Taxes  or  Other  Taxes  covered  by  Section  3.01, 

         Assignment  Taxes  or  any  Taxes  excluded  from  the  definition  of  Indemnified  Taxes  under 

         exceptions  (i) through  (v)  thereof  or  (ii)  reserve  requirements contemplated  by Section  3.04(c)) 

         and the result of any of the foregoing shall be to increase the cost to such Lender of making or 

         maintaining  the  Eurocurrency  Rate  Loan,  Bankers’  Acceptance  or  BA  Equivalent  Loan  (or  of 

         maintaining its obligations to make any Loan), or to reduce the amount of any sum received or 

         receivable by such Lender, then from time to time within fifteen (15) days after demand by such 

         Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the 

         Administrative  Agent  given  in  accordance  with  Section  3.06),  the  Borrower  shall  pay  to  such 

         Lender  such  additional  amounts  as  will  compensate  such  Lender  for  such  increased  cost  or 

         reduction.    Notwithstanding  anything  herein  to  the  contrary,  for  all  purposes  under  this 

         Agreement,  (x)  the  Dodd-Frank  Wall  Street  Reform  and  Consumer  Protection  Act  and  all 

         requests,  rules,  guidelines or  directives  thereunder  or  issued  in  connection  therewith  and (y)  all 

         requests, rules, guidelines or directives promulgated by the Bank for International settlements, the 

         Basel  Committee  on  Banking  Supervision  (or  any  successor  or  similar  authority)  or  the  United 

         States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be 

         a  change  in  Law,  regardless  of  the  date  enacted, adopted  or  issued;  provided, that  to the extent 

         any  increased  costs  or  reductions  are  incurred  by  any  Lender  as  a  result  of  any  requests,  rules, 

         guidelines  or  directives  promulgated  under  the  Dodd-Frank  Wall  Street  Reform  and  Consumer 

         Protection  Act  or  pursuant  to  Basel  III  after  the  Closing  Date,  then  such  Lender  shall  be 

         compensated pursuant to this Section 3.04 only if such Lender imposes such charges under other 

         syndicated  credit  facilities  involving  similarly  situated  borrowers  that  such  Lender  is  a  lender 

         under. 

                           (b)                                                          If  any  Lender  determines  that  the  introduction  of  any  Law  regarding 

         capital adequacy or liquidity or any change therein or in the interpretation thereof, in each case 

         after the Closing Date, or compliance by such Lender (or its Lending Office) therewith, has the 

         effect of reducing the rate of return on the capital of such Lender or any corporation controlling 

         such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration 

         its  policies  with  respect  to  capital  adequacy  and  liquidity  and  such  Lender’s  desired  return  on 

         capital), then from time to time upon demand of such Lender setting forth in reasonable detail the 

         charge  and  the  calculation  of  such  reduced  rate  of  return  (with  a  copy  of  such  demand  to  the 

         Administrative  Agent  given  in  accordance  with  Section  3.06),  the  Borrower  shall  pay  to  such 

         Lender such additional amounts as will compensate such Lender for such reduction within fifteen 

         (15) days after receipt of such demand. 

                           (c)                           The Borrower shall pay to each Lender, (i) as long as such Lender shall 

         be  required  to  maintain  reserves  with  respect  to  liabilities  or  assets  consisting  of  or  including 

         Eurocurrency  funds  or  deposits  or  Bankers’  Acceptances,  additional  interest  on  the  unpaid 

         principal  amount  of  each  applicable  Eurocurrency  Rate  Loan,  Bankers’  Acceptance  or  BA 

         Equivalent Loan of the Borrower equal to the actual costs of such reserves allocated to such Loan 

         or  Bankers’  Acceptance  by  such  Lender  (as  determined  by  such  Lender  in  good  faith,  which 

         determination  shall  be  conclusive  in  the  absence  of  manifest  error),  and  (ii)  as  long  as  such 

         Lender shall be required to comply with any reserve ratio requirement or analogous requirement 

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         of  any  other  central  banking  or  financial  regulatory  authority  imposed  in  respect  of  the 

         maintenance  of  the  Commitments  or  the  funding  of  any  Eurocurrency  Rate  Loans,  Bankers’ 

         Acceptances  or  BA  Equivalent  Loan  of  the  Borrower,  such  additional  costs  (expressed  as  a 

         percentage  per  annum  and  rounded  upwards,  if  necessary,  to  the  nearest  five  decimal  places) 

         equal to the actual costs allocated to such Commitment or Loan or Bankers’ Acceptance by such 

         Lender  (as  determined  by  such  Lender  in  good  faith,  which  determination  shall  be  conclusive 

         absent manifest error) which in each case shall be due and payable on each date on which interest 

         is payable on such Loan or Bankers’ Acceptance, provided the Borrower shall have received at 

         least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional 

         interest or cost from such Lender.  If a Lender fails to give notice fifteen (15) days prior to the 

         relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen 

         (15) days from receipt of such notice. 

                           (d)                           Failure  or  delay  on  the  part  of  any  Lender  to  demand  compensation 

         pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such 

         compensation. 

                           (e)                                                          If any Lender requests compensation under this Section 3.04, then such 

         Lender  will,  if  requested  by  the  Borrower,  use  commercially  reasonable  efforts  to  designate 

         another Lending Office for any Loan or Letter of Credit affected by such event; provided that (i) 

         such  efforts  are  made  on  terms  that,  in  the  reasonable  judgment  of  such  Lender,  cause  such 

         Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage 

         and (ii) in the reasonable judgment of such Lender, such designation would eliminate or reduce 

         amounts payable pursuant to this Section 3.04 in the future and would not subject such Lender to 

         any unreimbursed cost or expense; and provided further that nothing in this Section 3.04(e) shall 

         affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to 

         Section  3.04(a),  (b),  (c)  or  (d).    The  Borrower  hereby  agrees  to  pay  all  reasonable  costs  and 

         expenses incurred by any Lender in connection with any such designation. 

                  SECTION 3.05                  Funding Losses.  Upon written demand of any Lender (with a copy to the 

Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and 

hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of: 

                           (a)                                                          any  continuation,  conversion,  payment  or  prepayment  of  any 

         Eurocurrency Rate Loan of the Borrower on a day other than the last day of the Interest Period for 

         such Loan; or 

                           (b)                           any  failure  by  the  Borrower  (for  a  reason  other  than  the failure  of  such 

         Lender to make a Loan) to prepay, borrow, continue or convert any Eurocurrency Rate Loan of 

         the  Borrower  on  the  date  or  in  the  amount  notified  by  the  Borrower;  including  any  loss  or 

         expense  (excluding  loss  of  anticipated  profits)  arising  from  the  liquidation  or  reemployment  of 

         funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from 

         which such funds were obtained. 

                  For purposes of calculating amounts payable by the Borrower to the Lenders under this 

Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the 

Eurocurrency  Rate  for  such  Loan  by  a  matching  deposit  or  other  borrowing  in  the  London  interbank 

eurodollar  market  for  a  comparable  amount  and  for  a  comparable  period,  whether  or  not  such 

Eurocurrency Rate Loan was in fact so funded. 

                  SECTION 3.06                  Matters Applicable to All Requests for Compensation. 

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                           (a)                           Any  Agent  or  any  Lender  claiming  compensation  under  this  Article  III 

         shall  deliver  a  certificate  to  the  Borrower  setting  forth  the  additional  amount  or  amounts  to  be 

         paid to it hereunder which shall be conclusive in the absence of manifest error.  In determining 

         such  amount,  such  Agent  or  such  Lender  may  use  any  reasonable  averaging  and  attribution 

         methods. 

                           (b)                           With respect to any Lender’s claim for compensation under Section 3.01, 

         3.02, 3.03 or 3.04, the Borrower shall not be required to compensate such Lender for any amount 

         incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies 

         the Borrower of the event that gives rise to such claim; provided that, if the circumstance giving 

         rise to such claim is retroactive, then such 180-day period referred to above shall be extended to 

         include  the  period  of  retroactive  effect  thereof.    If  any  Lender  requests  compensation  by  the 

         Borrower  under  Section  3.04,  the  Borrower  may,  by  notice  to  such  Lender  (with  a  copy  to  the 

         Administrative  Agent),  suspend  the  obligation  of  such  Lender  to  make  or  continue  from  one 

         Interest  Period  to  another  applicable  Eurocurrency  Rate  Loan,  Bankers’  Acceptance  or  BA 

         Equivalent Loan, or, if applicable, to convert Base Rate Loans or Canadian Prime Rate Loans into 

         Eurocurrency  Rate  Loans,  Bankers’  Acceptances  or  BA  Equivalent  Loans,  until  the  event  or 

         condition  giving  rise  to  such  request  ceases  to  be  in  effect  (in  which  case  the  provisions  of 

         Section  3.06(c)  shall  be  applicable);  provided  that  such  suspension  shall  not  affect  the  right  of 

         such Lender to receive the compensation so requested. 

                           (c)                                                          If  the  obligation  of  any  Lender  to  make  or  continue  any  Eurocurrency 

         Rate  Loan,  Bankers’  Acceptance  or  BA  Equivalent  Loan  or  to  convert  Base  Rate  Loans  or 

         Canadian  Prime  Rate  Loans  into  Eurocurrency  Rate  Loans,  Bankers’  Acceptances  or  BA 

         Equivalent Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s applicable 

         Eurocurrency  Rate  Loans,  Bankers’  Acceptance  or  BA  Equivalent  Loan  shall  be  automatically 

         converted  into  Base  Rate  Loans  or  Canadian  Prime  Rate  Loans,  as  applicable  (or,  if  such 

         conversion  is  not  possible,  repaid),  on  the  last  day(s)  of  the  then  current  Interest  Period(s)  for 

         such Eurocurrency Rate Loans, Bankers’ Acceptances or BA Equivalent Loans (or, in the case of 

         an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, 

         unless and until such Lender gives notice as provided below that the circumstances specified in 

         Section 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist: 

                                   (i)                                                                          to  the  extent  that  such  Lender’s  Eurocurrency  Rate  Loans, 

                  Bankers’ Acceptances or BA Equivalent Loans have been so converted, all payments and 

                  prepayments  of  principal  that  would  otherwise  be  applied  to  such  Lender’s  applicable 

                  Eurocurrency  Rate  Loans,  Bankers’  Acceptances  or  BA  Equivalent  Loans  shall  be 

                  applied instead to its Base Rate Loans or Canadian Prime Rate Loans, as applicable; and 

                                   (ii)                                   all  Loans  that  would  otherwise  be  made  or  continued  from  one 

                  Interest  Period  to  another  by  such  Lender  as  Eurocurrency  Rate  Loans,  Bankers’ 

                  Acceptances  or  BA  Equivalent  Loans  shall  be  made  or  continued  instead  as  Base  Rate 

                  Loans or Canadian Prime Rate Loans (if possible), and all Base Rate Loans or Canadian 

                  Prime Rate Loans of such Lender that would otherwise be converted into Eurocurrency 

                  Rate  Loans,  Bankers’  Acceptances  or  BA  Equivalent  Loans  shall  remain  as  Base  Rate 

                  Loans or Canadian Prime Rate Loans, as applicable. 

                           (d)                           If  any  Lender  gives  notice  to  the  Borrower  (with  a  copy  to  the 

         Administrative Agent) that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that 

         gave  rise  to  the  conversion  of  any  of  such  Lender’s  Eurocurrency  Rate  Loans,  Bankers’ 

         Acceptances or BA Equivalent Loans pursuant to this Section 3.06 no longer exist (which such 

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         Lender  agrees  to  do  promptly  upon  such  circumstances  ceasing  to  exist)  at  a  time  when 

         Eurocurrency Rate Loans, Bankers’ Acceptances or BA Equivalent Loans made by other Lenders 

         under the applicable Facility are outstanding, if applicable, such Lender’s Base Rate Loans and 

         Canadian  Prime  Rate  Loans  shall  be  automatically  converted,  on  the  first  day(s)  of  the  next 

         succeeding  Interest  Period(s)  for  such  outstanding  Eurocurrency  Rate  Loans,  Bankers’ 

         Acceptances or BA Equivalent Loans to the extent necessary so that, after giving effect thereto, 

         all  Loans  held  by  the  Lenders  holding  Eurocurrency  Rate  Loans,  Bankers’  Acceptances  or  BA 

         Equivalent  Loans  under  such  Facility  and  by  such  Lender  are  held  pro  rata  (as  to  principal 

         amounts,  interest  rate  basis,  and  Interest  Periods)  in  accordance  with  their  respective 

         Commitments for the applicable Facility. 

                  SECTION 3.07                  Replacement of Lenders under Certain Circumstances. 

                           (a)                                                          If  at  any  time  (i)  the  Borrower  becomes  obligated  to  pay  additional 

         amounts or indemnity payments described in Section 3.01 (with respect to Indemnified Taxes) or 

         3.04  as  a  result  of  any  condition  described  in  such  Sections  or  any  Lender  ceases  to  make  any 

         Eurocurrency  Rate  Loans,  Bankers’  Acceptances  or  BA  Equivalent  Loans  as  a  result  of  any 

         condition described in Section 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender 

         or  (iii)  any  Lender  becomes  a  Non-Consenting  Lender,  then  the  Borrower  may  so  long  as  no 

         Event of Default has occurred and is continuing, at its sole cost and expense, on ten (10) Business 

         Days’ prior written notice to the Administrative Agent and such Lender, (x) replace such Lender 

         by  causing  such  Lender  to  (and  such  Lender  shall  be  obligated  to)  assign  pursuant  to  Section 

         10.07(b) (with the assignment fee to be paid by the Borrower in such instance) all of its rights and 

         obligations under this Agreement (in respect of any applicable Facility only in the case of clause 

         (i) or, with respect to a Class vote, clause (iii)) to one or more Eligible Assignees; provided that 

         neither  the  Administrative  Agent  nor  any  Lender  shall  have  any  obligation  to  the  Borrower  to 

         find a replacement Lender or other such Person; and provided further that (A) in the case of any 

         such  assignment  resulting  from  a  claim  for  compensation  under  Section  3.04  or  payments 

         required  to  be  made  pursuant  to  Section  3.01  (with  respect  to  Indemnified  Taxes),  such 

         assignment will result in a reduction in such compensation or payments and (B) in the case of any 

         such  assignment  resulting  from  a  Lender  becoming  a  Non-Consenting  Lender,  the  applicable 

         Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting 

         Lenders)  to  cause  the  adoption  of,  the  applicable  departure,  waiver  or  amendment  of  the  Loan 

         Documents;  or  (y)  terminate  the  Commitment  of  such  Lender  or  L/C  Issuer  (in  respect  of  any 

         applicable Facility only in the case of clause (i) or clause (iii)), as the case may be, and (1) in the 

         case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing to such 

         Lender relating to the Loans and participations held by such Lender as of such termination date 

         and (2) in the case of an L/C Issuer, repay all Obligations (including any applicable call premium) 

         of the Borrower owing to such L/C Issuer relating to the Loans and participations held by the L/C 

         Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer 

         any  Letters  of  Credit  issued  by  it;  provided  that  in  the  case  of  any  such  termination  of  a  Non-

         Consenting  Lender  such  termination  shall  be  sufficient  (together  with  all  other  consenting 

         Lenders)  to  cause  the  adoption  of  the  applicable  departure,  waiver  or  amendment  of  the  Loan 

         Documents and such termination shall be in respect of any applicable Facility only in the case of 

         clause (i) or, with respect to a Class vote, clause (iii). 

                           (b)                           Any Lender being replaced pursuant to Section 3.07(a)(x) above shall (i) 

         execute  and  deliver  an  Assignment  and  Assumption  with  respect  to  such  Lender’s  applicable 

         Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans 

         in  respect  thereof,  and  (ii)  deliver  any  Notes  evidencing  such  Loans  to  the  Borrower  or 

         Administrative  Agent.    Pursuant  to  such  Assignment  and  Assumption,  (A)  the  assignee  Lender 

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         shall  acquire  all  or  a  portion,  as  the  case  may  be,  of  the  assigning  Lender’s  Commitment  and 

         outstanding  Loans  and  participations  in  L/C  Obligations  and  Swing  Line  Loans,  (B)  all 

         obligations of the Borrower owing to the assigning Lender relating to the Loans, Commitments 

         and  participations  so  assigned  shall  be  paid  in  full  by  the  assignee  Lender  to  such  assigning 

         Lender concurrently with such Assignment and Assumption and (C) upon such payment and, if 

         so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or 

         Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the 

         assigning  Lender  shall  cease  to  constitute  a  Lender  hereunder  with  respect  to  such  assigned 

         Loans, Commitments and participations, except with respect to indemnification provisions under 

         this  Agreement,  which  shall  survive  as  to  such  assigning  Lender.    In  connection  with  any  such 

         replacement,  if  any  such  Non-Consenting  Lender  or  Defaulting  Lender  does  not  execute  and 

         deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such 

         replacement within five (5) Business Days of the date on which the assignee Lender executes and 

         delivers such Assignment and Assumption to such Non-Consenting Lender or Defaulting Lender, 

         then  such  Non-Consenting  Lender  or  Defaulting  Lender  shall  be  deemed  to  have  executed  and 

         delivered such Assignment and Assumption without any action on the part of the Non-Consenting 

         Lender or Defaulting Lender. 

                           (c)                           Notwithstanding  anything  to  the  contrary  contained  above,  any  Lender 

         that  acts  as  an  L/C  Issuer  may  not  be  replaced  hereunder  at  any  time  that  it  has  any  Letter  of 

         Credit  outstanding  hereunder  unless  arrangements  reasonably  satisfactory  to  such  L/C  Issuer 

         (including the furnishing of a backup standby letter of credit in form and substance, and issued by 

         an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a cash 

         collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C 

         Issuer) have been made with respect to each such outstanding Letter of Credit and the Lender that 

         acts  as  the  Administrative  Agent  may  not  be  replaced  hereunder  except  in  accordance  with  the 

         terms of Section 9.09. 

                           (d)                           In  the  event  that  (i)  the  Borrower  or  the  Administrative  Agent  has 

         requested  that  the  Lenders  consent  to  a  departure  or  waiver  of  any  provisions  of  the  Loan 

         Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question 

         requires the agreement of each Lender, each affected Lender or each affected Lender of a certain 

         Class in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain 

         Class  of  the  Loans  and  (iii)  the  Required  Lenders  (or,  in  the  case  of  a  consent,  waiver  or 

         amendment  involving  all  affected  Lenders  of  a  certain  Class,  the  Required  Class  Lenders  as 

         applicable)  have  agreed  to  such  consent,  waiver  or  amendment,  then  any  Lender  who  does  not 

         agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.” 

                  SECTION 3.08                                                      Survival.    All  of  the  Borrower’s  obligations  under  this  Article  III  shall 

survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder. 

                  SECTION 4.01                  Conditions to Initial Credit Extension. The obligation of each Lender to 

make  a  Credit  Extension  hereunder  on  the  Closing  Date  is  subject  to  satisfaction  of  the  following 

conditions precedent, except as otherwise agreed between the Borrower and the Administrative Agent: 

                           (a)                                                          The Administrative Agent’s receipt of the following, each of which shall 

         be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise 

         specified,  each  properly  executed  by  a  Responsible  Officer  of  the  signing  Loan  Party  each  in 

         form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: 

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                                   (i)                                   a  Committed  Loan  Notice  in  accordance  with  the  requirements 

                  hereof; 

                                   (ii)                                   executed counterparts of this Agreement; 

                                  (iii)                                  each  Collateral  Document  set forth on  Schedule  1.01C  required 

                  to be executed on the Closing Date as indicated on such schedule, duly executed by each 

                  Loan Party (other than the Unsecured Guarantors) party thereto, together with: 

                                             (A)                                             certificates,  if  any,  representing  the  Pledged  Equity 

                           referred to therein accompanied by undated stock powers executed in blank and 

                           instruments  evidencing  the  Pledged  Debt  indorsed  in  blank  (or  confirmation  in 

                           lieu  thereof  that  such  certificates,  powers  and  instruments  have  been  sent  for 

                           overnight delivery to the Collateral Agent or its counsel); and 

                                             (B)                                             evidence  that  all  other  actions,  recordings  and  filings 

                           required  by  the  Collateral  Documents  that  the  Administrative  Agent  may  deem 

                           reasonably  necessary  to  satisfy  the  Collateral  and  Guarantee  Requirement  shall 

                           have  been  taken,  completed  or  otherwise  provided  for  in  a  manner  reasonably 

                           satisfactory to the Administrative Agent; 

                                  (iv)                                  a copy of the Junior Lien Intercreditor Agreement duly executed 

                  and delivered by each party thereto; 

                                   (v)                                                                          such organizational documents, certificates of good standing (to 

                  the  extent  such  concept  exists)  from  the  applicable  jurisdiction  of  organization  of  each 

                  Loan  Party,  certificates  of  resolutions  or  other  action,  incumbency  certificates  and/or 

                  other certificates of Responsible Officers of each Loan Party as the Administrative Agent 

                  may  reasonably  require  evidencing  the  identity,  authority  and  capacity  of  each 

                  Responsible Officer thereof authorized to act as a Responsible Officer in connection with 

                  this Agreement and the other Loan Documents to which such Loan Party is a party or is 

                  to be a party on the Closing Date; 

                                  (vi)                                                                         an  opinion  from  Simpson  Thacher  &  Bartlett  LLP,  New  York 

                  counsel to the Loan Parties; 

                                 (vii)                                 an opinion from Osler, Hoskin & Harcourt LLP, Alberta, Ontario 

                  and Quebec counsel to the Loan Parties; 

                                (viii)                                an opinion from Adams & Reese, LLP, Louisiana counsel to the 

                  Loan Parties; 

                                  (ix)                                  an  opinion  from  Faegre  Baker  Daniels  LLP,  Minnesota  counsel 

                  to the Loan Parties; 

                                   (x)                                   an opinion from Patton Boggs LLP, Texas and Virginia counsel 

                  to the Loan Parties; 

                                  (xi)                                  an  opinion  from  Stewart  McKelvey,  New  Brunswick  and  Nova 

                  Scotia counsel to the Loan Parties;  

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                                 (xii)                                 an  opinion  from  Pitblado  LLP,  Manitoba  counsel  to  the  Loan 

                  Parties; 

                                (xiii)                                an opinion from McDougall Gauley LLP, Saskatchewan counsel 

                  to the Loan Parties; 

                                 (xiv)                                 an opinion from Miller Thomson LLP, British Columbia counsel 

                  to the Loan Parties; 

                                 (xv)                                                                        a  solvency  certificate  from  the  chief  financial  officer,  chief 

                  accounting  officer  or  other  officer  with  equivalent  duties  of  the  Borrower  (after  giving 

                  effect to the Transactions) substantially in the form attached hereto as Exhibit D-2; 

                                 (xvi)                                 a certificate, dated the Closing Date and signed by a Responsible 

                  Officer  of  the  Borrower,  confirming  satisfaction  of  the  conditions  set  forth  in  Sections 

                  4.01(c), 4.02(i) and 4.02(ii); and 

                                (xvii)                                                                       copies  of  a  recent  Lien  and/or  judgment  search  in  each 

                  jurisdiction  reasonably  requested  by  the  Administrative  Agent  with  respect  to  the  Loan 

                  Parties. 

                           (b)                           All  fees  and  expenses  due  to  the  Lead  Arrangers  and  their  Affiliates 

         required  to  be  paid  on  the  Closing  Date  and  (in  the  case  of  expenses)  invoiced  at  least  one  (1) 

         Business Day before the Closing Date (except as otherwise reasonably agreed by the Borrower) 

         shall have been paid from the proceeds of the initial funding under the Facilities, including fees 

         pursuant to the Fee Letter. 

                           (c)                                                          Prior  to  or  substantially  concurrently  with  the  initial  Borrowing  on  the 

         Closing Date, (i) the Refinancing (other than with respect to the Existing Notes) shall have been 

         consummated,  (ii)  the  initial  borrowing  under  the  Second  Lien  Term  Loan  Facility  shall  have 

         been  consummated  and  (iii)  with  respect  to  the  Existing  Notes,  (A)  the  conditions  to  the  Offer 

         and  Consent  Solicitation  set  forth  in  the  Offer  Documents  shall  be  satisfied,  (B)  the  Proposed 

         Amendments  shall  have  become  effective  and  (C)  the  Existing  Notes  tendered  pursuant  to  the 

         Offer  shall  have  been  paid  for  by  the  Borrower  by  depositing  the  aggregate  purchase  price 

         payable  for  such  Existing  Notes,  in  immediately  available  funds,  with  the  Depositary  in 

         accordance with the terms and conditions of the Offer Documents (capitalized terms used in this 

         Section 4.01(c)(iii) and not otherwise defined herein having the meanings set forth in the Offer to 

         Purchase and Consent Solicitation Statement of Livingston International Inc. dated March 5, 2013 

         (as amended or supplemented from time to time)). 

                           (d)                           The  Lead  Arrangers  shall  have  received  the  Audited  Financial 

         Statements, the Unaudited Financial Statements and the Pro Forma Financial Statements. 

                           (e)                                                          The Administrative Agent shall have received at least three (3) Business 

         Days prior to the Closing Date (or such later date as the Lead Arrangers shall reasonably agree) 

         all documentation and other information about the Borrower and the Guarantors required under 

         applicable “know your customer” and anti-money laundering rules and regulations, including the 

         AML Legislation, that has been requested by the Administrative Agent in writing at least ten (10) 

         days prior to the Closing Date. 

                  Without  limiting  the  generality  of  the  provisions  of  Section 9.03(b),  for  purposes  of 

determining  compliance  with  the  conditions  specified  in  this  Section 4.01,  each  Lender  that  has  signed 

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this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each 

document  or  other  matter  required  thereunder  to  be  consented  to  or  approved  by  or  acceptable  or 

satisfactory  to  a  Lender  unless  the  Administrative  Agent  shall  have  received  notice  from  such  Lender 

prior to the proposed Closing Date specifying its objection thereto. 

                  SECTION 4.02                  Conditions  to  All  Credit  Extensions.    The  obligation  of  each  Lender  to 

honor  any  Request  for  Credit  Extension  (other  than  a  Committed  Loan  Notice  requesting  only  a 

conversion  of  Loans  to  the  other  Type,  or  a  continuation  of  Eurocurrency  Rate  Loans,  Bankers’ 

Acceptance  or  BA  Equivalent  Loan  and  other  than  a  Request  for  Credit  Extension  for  an  Incremental 

Facility which shall be governed by Section 2.14(d)) is subject to the following conditions precedent: 

                                   (i)                                   The representations and warranties of each Loan Party set forth 

                  in  Article  V  and  in  each  other  Loan  Document  shall  be  true  and  correct  in  all  material 

                  respects (except that any representation and warranty that is qualified as to “materiality” 

                  or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on 

                  and as of the date of such Credit Extension with the same effect as though made on and 

                  as of such date, except to the extent such representations and warranties expressly relate 

                  to an earlier date, in which case they shall be true and correct in all material respects as of 

                  such earlier date. 

                                   (ii)                                                                          No Default shall exist or would result from such proposed Credit 

                  Extension or from the application of the proceeds therefrom. 

                                  (iii)                                  The  Administrative  Agent  and,  if  applicable,  the  relevant  L/C 

                  Issuer  or  the  Swing  Line  Lender,  shall  have  received a  Request  for  Credit  Extension  in 

                  accordance with the requirements hereof. 

                  Each Request for Credit Extension (other than a Committed Loan Notice requesting only 

a  conversion  of  Loans  to  the  other  Type,  or  a  continuation  of  Eurocurrency  Rate  Loans,  Bankers’ 

Acceptances or BA Equivalent Loans) submitted by the Borrower shall be deemed to be a representation 

and  warranty  that  the  conditions  specified  in  Section  4.02(i)  and  (ii)  (or,  in  the  case  of  a  Request  for 

Credit  Extension  for  an  Incremental  Facility,  the  conditions  specified  in  Section  2.14(d))  have  been 

satisfied on and as of the date of the applicable Credit Extension. 

                  SECTION 5.01                                                      Existence, Qualification and Power; Compliance with Laws.  Each Loan 

Party and each Restricted Subsidiary (a) is a Person duly organized or formed, continued or amalgamated, 

as  the  case  may  be,  validly  existing  and  in  good  standing  (where  relevant)  under  the  Laws  of  the 

jurisdiction  of  its  incorporation  or  organization,  (b)  has  all  requisite  power  and  authority  to  (i)  own  or 

lease its assets and carry on its business as currently conducted and (ii) in the case of the Loan Parties, 

execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly 

qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, 

lease  or  operation  of  properties  or  the  conduct  of  its  business  requires  such  qualification,  (d)  is  in 

compliance  with  all  Laws,  orders,  writs  and  injunctions  and (e)  has  all requisite  governmental licenses, 

authorizations, consents and approvals to operate its business as currently conducted; except in each case, 

referred to  in  clause  (a) (other  than  with respect  to the  Borrower),  (b)(i)  (other  than  with  respect to the 

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Borrower), (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a 

Material Adverse Effect. 

                  SECTION 5.02                  Authorization;  No  Contravention.    The  execution,  delivery  and 

performance  by  each  Loan  Party  of  each  Loan  Document  to  which  such  Person  is  a  party,  and  the 

consummation of the Transactions, are within such Loan Party’s corporate or other powers, (a) have been 

duly authorized by all necessary corporate or other organizational action, and (b) do not (i) contravene the 

terms  of  any  of  such  Person’s  Organization  Documents,  (ii)  conflict  with  or  result  in  any  breach  or 

contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require 

any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting 

such  Person  or  the  properties  of  such  Person  or  any  of  its  Subsidiaries  or  (y)  any  material  order, 

injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or 

its  property  is  subject;  or  (iii)  violate  any  Law;  except  with  respect  to  any  conflict,  breach  or 

contravention or payment (but not creation of Liens) referred to in clause (ii)(x), to the extent that such 

violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material 

Adverse Effect. 

                  SECTION 5.03                                                      Governmental  Authorization;  Other  Consents.    No  material  approval, 

consent,  exemption,  authorization,  or  other  action  by,  or  notice  to,  or  filing  with,  any  Governmental 

Authority or any other Person is necessary or required in connection with (a) the execution, delivery or 

performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, 

or for the consummation of the Transactions, (b) the grant by any Loan Party of the Liens granted by it 

pursuant  to  the  Collateral  Documents,  (c)  the  perfection  or  maintenance  of  the  Liens  created  under  the 

Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or 

any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to 

the  Collateral  Documents,  except  for  (i)  filings  and  registrations  necessary  to  perfect  the  Liens  on  the 

Collateral  granted  by  the  Loan  Parties  in  favor  of  the  Secured  Parties,  (ii)  the  approvals,  consents, 

exemptions,  authorizations,  actions,  notices  and  filings  which  have  been  duly  obtained,  taken,  given  or 

made and are in full force and effect (except to the extent not required to obtained, taken, given or made 

or in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii) those approvals, 

consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or 

make could not reasonably be expected to have a Material Adverse Effect. 

                  SECTION 5.04                                                      Binding  Effect.    This  Agreement  and  each  other  Loan  Document  has 

been duly executed and delivered by each Loan Party that is a party thereto.  This Agreement and each 

other Loan Document constitutes, a legal, valid and binding obligation of such Loan Party, enforceable 

against each Loan Party that is a party thereto in accordance with its terms, except as such enforceability 

may be limited by (i) Debtor Relief Laws and by general principles of equity and (ii) the need for filings 

and registrations necessary to create or perfect the Liens on the Collateral granted by the Loan Parties in 

favor of the Secured Parties. 

                  SECTION 5.05                                                      Financial Statements; No Material Adverse Effect. 

                           (a)                           (i)                                     The unaudited pro forma consolidated balance sheet and related 

         pro  forma  consolidated  statement  of  income  of  the  Borrower  as  of  and  for  the  twelve-month 

         period  ending  December  31,  2012,  prepared  after  giving  effect  to  the  Transactions  as  if  the 

         Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning 

         of such period (in the case of the statement of income) (including the notes thereto describing the 

         pro  forma  adjustments)  (the  “Pro  Forma  Financial  Statements”),  copies  of  which  have  been 

         furnished to the Administrative Agent, have been prepared in good faith, based on assumptions 

         believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in 

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         all material respects on a pro forma basis the estimated financial position of the Borrower and its 

         Subsidiaries  as  at  the  last  day  of  the  most  recent  fiscal  quarter  for  which  Unaudited  Financial 

         Statements have been delivered. 

                                   (ii)                                   The  Audited  Financial  Statements  fairly  present  in  all  material 

                  respects  the  financial  condition  of  the  Borrower  and  its  Subsidiaries  as  of  the  dates 

                  thereof and their results of operations for the periods covered thereby in accordance with 

                  GAAP consistently applied throughout the periods covered thereby. 

                                  (iii)                                                                         The Unaudited Financial Statements fairly present in all material 

                  respects  the  financial  condition  of  the  Borrower  and  its  Subsidiaries  as  of  the  dates 

                  thereof and their results of operations for the periods covered thereby in accordance with 

                  GAAP  consistently  applied  throughout  the  periods  covered  thereby,  except  for  normal 

                  year-end audit adjustments and absence of footnotes. 

                           (b)                           The forecasts of consolidated balance sheets and consolidated statements 

         of income and cash flow of the Borrower and its Subsidiaries which have been furnished to the 

         Administrative Agent prior to the Closing Date have been prepared in good faith on the basis of 

         the assumptions stated therein, which assumptions were believed to be reasonable at the time of 

         preparation of such forecasts, it being understood that actual results may vary from such forecasts 

         and that such variations may be material. 

                           (c)                                                          Since  December  31,  2012,  there  has  been  no  event  or  circumstance, 

         either  individually  or  in  the  aggregate,  that  has  had  or  could  reasonably  be  expected  to  have  a 

         Material Adverse Effect. 

                           (d)                           As  of  the  Closing  Date,  none  of  the  Borrower  and  its  Subsidiaries  has 

         any  Indebtedness  or  other  obligations  or  liabilities,  direct  or  contingent  (other  than  (i)  the 

         liabilities reflected on Schedule 5.05, (ii) obligations arising under the Loan Documents or under 

         the  Second  Lien  Term  Loan  Facility,  (iii)  liabilities  incurred  in  the  ordinary  course  of  business 

         and (iv) liabilities disclosed in the Pro Forma Financial Statements) that, either individually or in 

         the aggregate, have had or could reasonably be expected to have a Material Adverse Effect. 

                  SECTION 5.06                  Litigation.    There  are  no  actions,  suits,  proceedings,  claims  or  disputes 

pending or, to the knowledge of the Borrower, threatened in writing or contemplated, at law, in equity, in 

arbitration  or  before  any  Governmental  Authority,  by  or  against  the  Borrower  or  any  of  its  Restricted 

Subsidiaries  or  against  any  of  their  properties  or  revenues  that  either  individually  or  in  the  aggregate, 

could reasonably be expected to have a Material Adverse Effect. 

                  SECTION 5.07                                                      Compliance with Laws.  None of the Borrower or any of the Restricted 

Subsidiaries and their respective properties or assets is in violation of (nor will the continued operation of 

their  material  properties  and  assets  as  currently  conducted  violate)  any  currently  applicable  Law  or  any 

restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any 

judgment,  writ,  injunction  or  decree  of  any  Governmental  Authority,  where  such  violation  or  default 

could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 

                  SECTION 5.08                  Ownership of Property; Liens. 

                           (a)                                                          The  Borrower  and  each  of  its  Restricted  Subsidiaries  has  good  record 

         title  to,  or  valid  leasehold  interests  in,  or  easements  or  other  limited  property  interests  in,  all 

         Material  Real  Property  necessary  in  the  ordinary  conduct  of  its  business,  free  and  clear  of  all 

         Liens except as set forth on Schedule 5.08 hereto and except for minor defects in title that do not 

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         materially  interfere  with  its  ability  to  conduct  its  business  or  to  utilize  such  assets  for  their 

         intended purposes and Liens permitted by Section 7.01 and except where the failure to have such 

         title or other interest could not reasonably be expected to have, individually or in the aggregate, a 

         Material Adverse Effect. 

                           (b)                           As of the Closing Date, Schedule 8 to the Perfection Certificate dated the 

         Closing  Date  contain  a  true  and  complete  list  of  each  Material  Real  Property  owned  by  the 

         Borrower and the Subsidiaries as of the Closing Date. 

                  SECTION 5.09                                                      Environmental  Matters.    Except  as  specifically  disclosed  in  Schedule 

5.09(a) or except as would not reasonably be expected to have, individually or in the aggregate, a Material 

Adverse Effect: 

                           (a)                           Each  Loan  Party  and  its  respective  properties  and  operations  are  and 

         have been in compliance with all Environmental Laws, which includes obtaining and maintaining 

         compliance with all applicable Environmental Permits required under such Environmental Laws 

         to carry on the business of the Loan Parties; 

                           (b)                                                          the Loan Parties have not received any written notice that alleges any of 

         them is in violation of or potentially liable under any Environmental Laws and none of the Loan 

         Parties nor any of the Real Property is the subject of any claims, investigations, liens, demands, or 

         judicial,  administrative  or  arbitral  proceedings  pending  or,  to  the  knowledge  of  the  Borrower, 

         threatened, under any Environmental Law or to revoke or modify any Environmental Permit held 

         by any of the Loan Parties; 

                           (c)                           there has been no Release of Hazardous Materials on, at, under or from 

         any Real Property or facilities owned or leased by any of the Loan Parties, or, to the knowledge 

         of the Borrower, Real Property formerly owned, operated or leased by any Loan Party or arising 

         out of the conduct of the Loan Parties that could reasonably be expected to require investigation, 

         remedial activity or corrective action or cleanup or could reasonably be expected to result in the 

         Borrower incurring liability under Environmental Laws; and 

                           (d)                           there are no facts, circumstances or conditions arising out of or relating 

         to the operations of the Loan Parties or Real Property or facilities owned or leased by any of the 

         Loan  Parties  or  to  the  knowledge  of  the  Borrower,  Real  Property  or  facilities  formerly  owned, 

         operated or leased by the Loan Parties that could reasonably be expected to require investigation, 

         remedial activity or corrective action or cleanup or could reasonably be expected to result in the 

         Borrower incurring liability under Environmental Laws. 

                  SECTION 5.10                                                      Taxes.    Except  as  would  not,  either  individually  or  in  the  aggregate, 

reasonably  be  expected  to  result  in  a  Material  Adverse  Effect,  each  of  the  Loan  Parties  and  their 

Subsidiaries have filed all tax returns required to be filed, and have paid all Taxes levied or imposed upon 

them  or  their  properties,  that  are  due  and  payable  (including  in  their  capacity  as  a  withholding  agent), 

except  those  which  are  being  contested  in  good  faith  by  appropriate  proceedings  diligently  conducted  

that shall have the effect of suspending enforcement or collection of such Taxes and for which adequate 

reserves  have  been  provided  in  accordance  with  GAAP.  There  is  no  proposed  Tax  deficiency  or 

assessment known to any Loan Parties against the Loan Parties that would, if made, individually or in the 

aggregate, have a Material Adverse Effect. 

                  SECTION 5.11                  ERISA and Canadian Benefit Plan Compliance. 

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                           (a)                           Except as would not, either individually or in the aggregate, reasonably 

         be expected to result in a Material Adverse Effect, each U.S. Pension Plan maintained by a Loan 

         Party or ERISA Affiliate is in compliance with the applicable provisions of ERISA and the Code 

         and the regulations and published interpretations thereunder and other federal or state Laws. 

                           (b)                           (i) No ERISA Event has occurred during the five year period prior to the 

         date on which this representation is made or deemed made or is reasonably expected to occur; (ii) 

         neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any 

         liability under Title IV of ERISA with respect to any U.S. Pension Plan (other than premiums due 

         and  not  delinquent  under  Section 4007 of  ERISA);  (iii) neither any  Loan  Party  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 (iv) neither any 

         Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 

         4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 

         5.11(b),  as  would  not  reasonably  be  expected,  individually  or  in  the  aggregate,  to  result  in  a 

         Material Adverse Effect. 

                           (c)                                                          The U.S. Pension Plans of any Loan Party and any ERISA Affiliate are 

         funded  to  the  extent  required  by  the  terms  of  each  U.S.  Pension  Plan,  if  any,  and  by  Law  or 

         otherwise to comply with the requirements of any material Law applicable in the jurisdiction in 

         which  the  relevant  pension  scheme  is  maintained,  and  neither  any  Loan  Party  nor  any  ERISA 

         Affiliate  maintains  a  U.S.  Pension  Plan  or  contributes  to  a  Multiemployer  Plan  that  is,  or  is 

         expected to be, in at-risk status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of 

         the  Code)  in  each  case,  except  as  would  not  reasonably  be  expected,  individually  or  in  the 

         aggregate, to have a Material Adverse Effect. 

                           (d)                           (i)  The  Canadian  Pension  Plans  are  duly  registered  under  the  Tax  Act 

         and  any  other  Laws  which  require  registration,  have  been  administered  in  accordance  with  the 

         Tax Act and such other Laws and no event has occurred which could reasonably be expected to 

         cause  the  loss  of  such  registered  status;  (ii)  as  of  the  date  of  the  most  recently  filed  acturial 

         valuation, all Canadian Pension Plans are fully funded on a solvency and going concern basis in 

         accordance with applicable Law and the terms of such plans, except as otherwise disclosed to the 

         Administrative  Agent;  (iii)  all  obligations  of  each  Loan  Party  required  to  be  performed  in 

         connection  with  the  Canadian  Pension  Plans  and  the  funding  agreements  therefor  have  been 

         performed  on  a  timely  basis;  (iv)  as  of  the  date  hereof,  there  are  no  outstanding  disputes 

         concerning  the  assets  of  any  of  the  Canadian  Benefit  Plans;  (v)  no  promises  of  benefit 

         improvements  under  any  of  the  Canadian  Benefit  Plans  have  been  made;  (vi)  all  employer  and 

         employee payments, contributions or premiums required to be made or paid by each Loan Party 

         to the Canadian Benefit Plans have been made on a timely basis in accordance with the terms of 

         such  plans  and  all  Laws;  and  (vii)  no  facts  or  circumstances  have  occurred  or  exist  that  would 

         result, or would reasonably be anticipated to result, in the wind up or termination of the defined 

         benefit  component  of  any  Canadian  DB  Plan;  in  each  case,  except  as  would  not  reasonably  be 

         expected, individually or in the aggregate, to have a Material Adverse Effect. 

                  SECTION 5.12                                                      Subsidiaries; Equity Interests.  As of the Closing Date (after giving effect 

to the Transactions), no Loan Party has any material Subsidiaries other than those specifically disclosed in 

Schedule 5.12, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of 

any Loan Party) in such material Subsidiaries have been validly issued and are fully paid and all Equity 

Interests  owned  by  a  Loan  Party  (or  a  Subsidiary  of  any  Loan  Party)  in  such  material  Subsidiaries  are 

owned  free  and  clear  of  all  Liens  except  (i)  those  created  under  the  Collateral  Documents  and  (ii)  any 

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Lien  that  is  permitted  under  Section  7.01.    As  of  the  Closing  Date,  Sections  1(a)  and  2(b)  of,  and 

Schedule  6  to,  the  Perfection  Certificate  (a)  set  forth  the  name  and  jurisdiction  of  each  Restricted 

Subsidiary (other than the Excluded Subsidiaries and the Unsecured Guarantors)  that is a Loan Party and 

(b)  set forth the  ownership  interest  of the  Borrower  and  any  other  Guarantor  (other than the  Unsecured 

Guarantors) in each material wholly owned Subsidiary, including the percentage of such ownership.  As 

of  the  Closing  Date,  no transfer  restrictions (including  any  shareholder  agreements,  trust  agreements or 

similar restrictive agreements) apply to any Pledged Equity owned by a Loan Party in any of its material 

wholly-owned  Subsidiaries,  except  as  set  forth  in  the  organizational  or  constating  documents  (or  as 

contained therein) of such material wholly-owned Subsidiary. 

                  SECTION 5.13                                                      Margin Regulations; Investment Company Act. 

                           (a)                           The Borrower is not engaged nor will it engage, principally or as one of 

         its  important  activities,  in  the  business  of  purchasing  or  carrying  Margin  Stock,  or  extending 

         credit  for  the  purpose  of  purchasing  or  carrying  Margin  Stock,  and  no  proceeds  of  any 

         Borrowings  or  drawings  under  any  Letter  of  Credit  will  be  used  for  any  purpose  that  violates 

         Regulation U. 

                           (b)                                                          None of the Borrower, any Person Controlling the Borrower, or any of its 

         Restricted  Subsidiaries  is or  is  required  to  be  registered  as  an  “investment  company”  under  the 

         Investment Company Act of 1940. 

                  SECTION 5.14                  Disclosure.    No  report,  financial  statement,  certificate  or  other  written 

information furnished by or on behalf of any Loan Party (other than projected financial information, pro 

forma  financial  information  and  information  of  a  general  economic  or industry nature) to any  Agent  or 

any  Lender  in  connection  with  the  transactions  contemplated  hereby  and  the  negotiation  of  this 

Agreement or delivered hereunder or under any other Loan Document (as modified or supplemented by 

other information so furnished), when taken as a whole, contains any untrue statement of a material fact 

or omits to state any material fact necessary to make the statements therein (when taken as a whole), in 

the light of the circumstances under which they were made, not materially misleading.  With respect to 

projected  financial  information  and  pro  forma  financial  information,  the  Borrower  represents  that  such 

information was prepared in good faith based upon assumptions believed to be reasonable at the time of 

preparation;  it  being  understood  that  such  projections  may  vary  from  actual  results  and  that  such 

variances may be material. 

                  SECTION 5.15                  Labor  Matters.    Except  as,  in  the  aggregate,  could  not  reasonably  be 

expected to have a Material Adverse Effect as of the Closing Date: (a) there are no strikes or other labor 

disputes  against  the  Borrower  or  any  of  its  Restricted  Subsidiaries  pending  or,  to  the  knowledge  of  the 

Borrower, threatened; (b) hours worked by and payment made to employees of the Borrower or any of its 

Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable 

Laws  dealing  with  such  matters;  and  (c)  all  payments  due  from  the  Borrower  or  any  of  its  Restricted 

Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability 

on the books of the relevant party. 

                  SECTION 5.16                                                      Insurance.    Schedule  5.16  sets  forth  a  true,  complete  and  correct 

description  of  all  material  insurance  maintained  by  or  on  behalf  of  the  Borrower  and  its  Restricted 

Subsidiaries  as  of  the  Closing  Date.    As  of  such  date,  such  insurance  is  in  full  force  and  effect.    The 

Borrower  believes  that  the  insurance  maintained  by  or  on  behalf  of  it  and  its  Restricted  Subsidiaries  is 

adequate. 

                  SECTION 5.17                  Intellectual Property; Licenses, Etc. (a) The Borrower and its Restricted 

Subsidiaries  own,  license  or  possess  the  right  to  use  all  of  the  trademarks,  service  marks,  trade  names, 

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domain names, copyrights, patents, patent rights, technology, software, know-how database rights, design 

rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for 

the operation of their respective businesses as currently conducted, and, such IP Rights do not infringe or 

violate  the  IP  rights  of  any  Person, except  to  the extent  such failure  to  own,  license  or  possess  or  such 

infringements or violations, either individually or in the aggregate, could not reasonably be expected to 

have a Material Adverse Effect. The business of the Borrower and its Restricted Subsidiaries as currently 

conducted  does  not  infringe  upon  any  IP  Rights  held  by  any  Person  except  for  such  infringements, 

individually  or  in  the  aggregate,  which  could  not  reasonably  be  expected  to  have  a  Material  Adverse 

Effect.  No  claim  or  litigation  regarding  any  of  the  IP  Rights  of  the  Borrower  or  any  of  its  Restricted 

Subsidiaries, is pending or, to the knowledge of the Borrower, threatened against the Borrower or any of 

its Restricted Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to 

have a Material Adverse Effect. 

                           (b)                           Except  pursuant  to  licenses  and  other  user  agreements  entered  into  by 

         each  Loan  Party  in the  ordinary  course  of business,  as  of the  Closing  Date, all  registrations for 

         copyrights,  trademarks  and  patents  listed  in  Schedule  10  to  the  Perfection  Certificate  are 

         subsisting  and  unexpired,  except,  in  each  case,  to  the  extent  failure  of  such  registrations  to  be 

         subsisting  and  unexpired  could  not  reasonably  be  expected,  individually  or  in  the  aggregate,  to 

         have a Material Adverse Effect. 

                  SECTION 5.18                                                      Solvency.  On the Closing Date, after giving effect to the Transactions, 

the Borrower and its Restricted Subsidiaries, on a consolidated basis, are Solvent. 

                  SECTION 5.19                  OFAC; Canadian Sanctions Legislation; AML Legislation; FCPA. 

                           (a)                           To the extent applicable, each of the Borrower and its Subsidiaries is in 

         compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and 

         each of the foreign assets control regulations of the United States Treasury Department (31 CFR 

         Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating 

         thereto,  (ii)  Part  II.1  of  the  Criminal  Code  (Canada),  the  Regulations  Implementing  the  United 

         Nations Resolutions on the Suppression of Terrorism (Canada), the Special Economic Measures 

         Act (Canada) and the Freezing Assets of Corrupt Foreign Officials Act (Canada) (collectively the 

         “Canadian Sanctions Legislation”) and (iii) the AML Legislation. 

                           (b)                           Neither the  Borrower  nor any  of  its  Subsidiaries,  nor  to the  Borrower’s 

         knowledge, any director, officer, or employee, has taken or will take any action in furtherance of 

         an  offer,  payment,  promise  to  pay,  or  authorization  or  approval  of  the  payment  or  giving  of 

         money,  property,  gifts  or  anything  else  of  value,  directly  or  indirectly,  to  any  “government 

         official” (including any officer or employee of a government or government-owned or controlled 

         entity or of a public international organization, or any person acting in an official capacity for or 

         on behalf of any of the foregoing, or any political party or party official or candidate for political 

         office)  to  influence  official  action  or  secure  an  improper  advantage;  and  the  Borrower  and  its 

         Subsidiaries have conducted their businesses in compliance with applicable anti-corruption Laws 

         in all material respects and have instituted and maintained and will continue to maintain policies 

         and  procedures  designed  to  promote  and  achieve  compliance  with  such  Laws  and  with  the 

         representation and warranty contained herein. 

                           (c)                                                          None of the Borrower or any of its Subsidiaries nor, to the knowledge of 

         the Borrower, any director, officer or employee of any of the foregoing is (i) a person on the list 

         of  “Specially  Designated  Nationals  and  Blocked  Persons”,  (ii)  currently  subject  to  any  U.S. 

         sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department 

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         (“OFAC”)  or  (iii)  a  Person  on  a  list  of  Persons  maintained  under,  or  subject  to,  any  sanctions 

         under  the  Canadian  Sanctions  Legislation;  and  the  Borrower  will  not  directly  or,  to  the 

         knowledge  of  the  Borrower,  indirectly  use  the  proceeds  of  the  Loans  or  Letters  of  Credit  or 

         otherwise make available such proceeds to any Person, for the purpose of financing the activities 

         of (A) any Person currently subject to any U.S. sanctions administered by OFAC, except to the 

         extent licensed or otherwise approved by OFAC or (B) a Person described in clause (iii) of this 

         Section 5.19(c). 

                  SECTION 5.20                                                      Security Documents. 

                           (a)                           Valid  Liens.    Each  Collateral  Document  delivered  pursuant  to  Section 

         4.01 and Sections 6.11, 6.13 and 6.15 will, upon execution and delivery thereof, be effective to 

         create  in  favor  of  the  Collateral  Agent  for  the  benefit  of  the  Secured  Parties,  legal,  valid  and 

         enforceable  Liens  on,  and  security  interests  in,  the  Collateral  described  therein  to  the  extent 

         intended to be created thereby and (i) when financing statements and other filings in appropriate 

         form are filed in the offices specified on Schedule 5 to the Perfection Certificate and (ii) upon the 

         taking of possession or control by the Collateral Agent of such Collateral with respect to which a 

         security  interest  may  be  perfected  only  by  possession  or  control  (which  possession  or  control 

         shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent 

         is  required  by  the  Security  Agreements),  the  Liens  created  by  the  Collateral  Documents  shall 

         constitute fully perfected Liens on, and security interests in (to the extent intended to be created 

         thereby), all right, title and interest of the grantors in such Collateral to the extent perfection can 

         be obtained by filing financing statements or obtaining possession or control, in each case subject 

         to no Liens other than Liens permitted hereunder. 

                           (b)                           Intellectual  Property  Filings.    When  the  Intellectual  Property  Security 

         Agreements  are  properly  filed  in  the  Canadian  Intellectual  Property  Office,  the  United  States 

         Patent and Trademark Office and the United States Copyright Office, as applicable, to the extent 

         such  filings  may  perfect  such  interests,  the  Liens  created  by  the  Security  Agreements  shall 

         constitute  fully  perfected  Liens  on,  and  security  interests  in,  all  right,  title  and  interest  of  the 

         grantors  thereunder  in  Patents  and  Trademarks  (in  each  case,  as  defined  in  the  Security 

         Agreements)  issued,  registered  or  applied  for  with  the  Canadian  Intellectual  Property  Office  or 

         the  United  States  Patent  and  Trademark  Office  or  Copyrights  (as  defined  in  such  Security 

         Agreement) registered or applied for with the Canadian Intellectual Property Office or the United 

         States  Copyright  Office,  as  the  case  may  be,  in  each  case  subject  to  no  Liens  other  than  Liens 

         permitted hereunder (it being understood that subsequent recordings in the Canadian Intellectual 

         Property Office, the United States Patent and Trademark Office and the United States Copyright 

         Office may be necessary to establish a Lien on registered Patents and Copyrights acquired by the 

         grantors thereof after the Closing Date). 

                           (c)                           Mortgages.  Upon recording thereof in the appropriate recording office, 

         each  Mortgage  is  effective  to  create,  in  favor  of  the  Collateral  Agent,  for  its  benefit  and  the 

         benefit  of  the  Secured  Parties,  legal,  valid  and  enforceable  perfected  Liens  on,  and  security 

         interests  in,  all  of  the  Loan  Parties’  right,  title  and  interest  in  and  to  the  Mortgaged  Properties 

         thereunder  and  the  proceeds  thereof,  subject  only  to  Liens  permitted  hereunder,  and  when  the 

         Mortgages are filed in the offices specified on Schedule 8 to the Perfection Certificate dated the 

         Closing  Date  (or,  in  the  case  of  any  Mortgage  executed  and  delivered  after  the  date  thereof  in 

         accordance with the provisions of Sections 6.11, 6.13 and 6.15, when such Mortgage is filed in 

         the offices specified in the local counsel opinion delivered with respect thereto in accordance with 

         the  provisions  of  Sections  6.11,  6.13  and  6.15),  the  Mortgages  shall  constitute  fully  perfected 

         Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged 

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         Properties and the proceeds thereof, in each case prior and superior in right to any other person, 

         other than Liens permitted hereunder. 

                  Notwithstanding  anything  herein  (including  this  Section  5.20)  or  in  any  other  Loan 

Document  to  the  contrary,  neither  the  Borrower  nor  any  other  Loan  Party  makes  any  representation  or 

warranty  as  to  the  pledge  or  creation  of  any  security  interest,  or  the  effects  of  perfection  or  non-

perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, 

security  interest,  perfection  or  priority  is  not  required  pursuant  to  the  Collateral  and  Guarantee 

Requirement. 

                  SECTION 6.01                                                      Financial Statements. 

                           (a)                           Deliver  to  the  Administrative  Agent  for  prompt  further  distribution  to 

         each  Lender,  within  ninety  (90)  days  after  the  end  of  each  fiscal  year,  a  consolidated  balance 

         sheet  of  the  Borrower  and  its  Subsidiaries  as  at  the  end  of  such  fiscal  year,  and  the  related 

         consolidated  statements  of  income  or  operations,  shareholders’  equity  and  cash  flows  for  such 

         fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, 

         all in  reasonable  detail  and  prepared  in  accordance  with  GAAP,  audited  and  accompanied  by  a 

         report and opinion of PricewaterhouseCoopers LLP or any other independent registered public (or 

         chartered,  as  applicable)  accounting  firm  of  nationally  recognized  standing,  which  report  and 

         opinion shall be prepared in accordance with generally accepted auditing standards and shall not 

         be  subject  to  any  “going  concern”  or  like  qualification  or  exception  or  any  qualification  or 

         exception as to the scope of such audit other than a going concern exception or explanatory note 

         resulting  solely  from  an  upcoming  maturity  date  under  the  Facilities  or  the  Second  Lien  Term 

         Loan Facility occurring within one year from the time such opinion is delivered; 

                           (b)                                                          Deliver  to  the  Administrative  Agent  for  prompt  further  distribution  to 

         each Lender, within forty-five (45) days after the end of each of the first three (3) fiscal quarters 

         of  each  fiscal  year  of  the  Borrower,  a  consolidated  balance  sheet  of  the  Borrower  and  its 

         Subsidiaries as at the end of such fiscal quarter and in comparative format, the prior fiscal year-

         end  and  the  related  consolidated  statements  of  income  or  operations  for  such  fiscal  quarter  and 

         the  portion  of  the  fiscal  year  then  ended,  setting  forth  in  comparative  form  the  figures  for  the 

         corresponding  fiscal  quarter  of  the  previous  fiscal  year  and  the  corresponding  portion  of  the 

         previous  fiscal  year,  and  statements  of  shareholders’  equity  for  the  current  fiscal  quarter  and 

         consolidated statement of cash flows for the portion of the fiscal year then ended, setting forth in 

         each  case  in  comparative  form  the  figures  for  the  corresponding  portion  of  the  previous  fiscal 

         year,  all  in  reasonable  detail  and  certified  by  a  Responsible  Officer  of  the  Borrower  as  fairly 

         presenting  in  all  material  respects  the  financial  condition,  results  of  operations,  shareholders’ 

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         equity  and  cash  flows  of  the  Borrower  and  its  Subsidiaries  in  accordance  with  GAAP,  subject 

         only to normal year-end audit adjustments and the absence of footnotes; 

                           (c)                           Deliver  to  the  Administrative  Agent  for  prompt  further  distribution  to 

         each Lender, no later than sixty (60) days after the end of each fiscal year, a detailed consolidated 

         budget  for  the  following  fiscal  year  on  a  quarterly  basis  (including  a  projected  consolidated 

         balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, the 

         related  consolidated  statements  of  projected  cash flow  and  projected  income  and  a  summary  of 

         the material underlying assumptions applicable thereto) (collectively, the “Projections”), which 

         Projections  shall  in  each  case  be  accompanied  by  a  certificate  of  a  Responsible  Officer  stating 

         that  such  Projections  have  been  prepared  in  good  faith  on  the  basis  of  the  assumptions  stated 

         therein,  which  assumptions  were  believed  to  be  reasonable  at  the  time  of  preparation  of  such 

         Projections, it being understood that actual results may vary from such Projections and that such 

         variations may be material;  

                           (d)                                                          Deliver  to  the  Administrative  Agent  with  each  set  of  consolidated 

         financial  statements  referred  to  in  Sections  6.01(a)  and  6.01(b)  above,  the  related  consolidating 

         financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted 

         Subsidiaries  (if  any)  (which  may  be  in  footnote  form  only)  from  such  consolidated  financial 

         statements; and 

                           (e)                           Prior  to  a  Qualified  IPO,  to  the  extent  requested  by  the  Administrative 

         Agent,  at  a  reasonable  time  mutually  agreed  with  the  Administrative  Agent  and  the  Borrower 

         after the delivery of financial statements required by Section 6.01(a) for each such fiscal year of 

         the  Borrower,  the  Borrower  will  cause  appropriate  financial  officers  of  the  Borrower  to 

         participate  in  a  conference  call  for  Lenders  to  discuss  the  financial  condition  and  results  of 

         operations of the Borrower and its Subsidiaries for the most recently-ended fiscal year for which 

         financial statements have been delivered. 

                  Notwithstanding  the  foregoing,  the  obligations  in  paragraphs (a)  and  (b)  of this  Section 

6.01  may  be  satisfied  with  respect  to  financial  information  of  the  Borrower  and  the  Restricted 

Subsidiaries  by  furnishing  (A)  the  applicable  financial  statements  of  the  Borrower  (or  any  direct  or 

indirect  parent  of  the  Borrower)  or  (B)  the  Borrower’s  (or  any  direct  or  indirect  parent  thereof),  as 

applicable,  Form  10-K  or  10-Q,  as  applicable,  filed  with  the  SEC  (or  annual  or  interim  financial 

statements and related managements’ discussion and analysis required by applicable Canadian provincial 

securities  laws  filed  with  the  Canadian  Securities  Commissions);  provided  that,  with  respect  to  clauses 

(A)  and  (B),  (i)  to  the  extent  such  information  relates  to  a  parent  of  the  Borrower,  such  information  is 

accompanied by consolidating information that explains in reasonable detail the differences between the 

information relating to the Borrower (or such parent), on the one hand, and the information relating to the 

Borrower and the Restricted Subsidiaries on a stand-alone basis, on the other hand and (ii) to the extent 

such information is in lieu of information required to be provided under Section 6.01(a), such materials 

are  accompanied  by  a  report  and  opinion  of  PricewaterhouseCoopers  LLP  or  any  other  independent 

registered  public  (or  chartered,  as  applicable)  accounting  firm  of  nationally  recognized  standing,  which 

report and opinion shall be prepared in accordance with generally accepted auditing standards and, except 

as  permitted  in  Section  6.01(a),  shall  not  be  subject  to  any  “going  concern”  or  like  qualification  or 

exception or any qualification or exception as to the scope of such audit. 

                  Documents required to be delivered pursuant to Section 6.01 and Sections 6.02(b) and (c) 

may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) 

on  which  the  Borrower  (or  any  direct  or  indirect  parent  of  the  Borrower)  posts  such  documents,  or 

provides a link thereto on the website on the Internet at the Borrower’s website address listed on Schedule 

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10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or 

another  relevant  website,  if  any,  to  which  each  Lender  and  the  Administrative  Agent  have  access 

(whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided 

that:    (i)  upon  written  request  by  the  Administrative  Agent,  the  Borrower  shall  deliver  paper  copies  of 

such documents to the Administrative Agent for further distribution to each Lender until a written request 

to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify 

(which  may  be  by  facsimile  or  electronic  mail)  the  Administrative  Agent  of  the  posting  of  any  such 

documents  and  provide  to  the  Administrative  Agent  by  electronic  mail  electronic  versions  (i.e.,  soft 

copies) of such documents.  Notwithstanding anything contained herein, in every instance the Borrower 

shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the 

Administrative  Agent;  provided,  however,  that  if  such  Compliance  Certificate  is  first  delivered  by 

electronic  means, the date of  such  delivery  by  electronic  means shall  constitute the  date  of  delivery  for 

purposes  of  compliance  with  Section  6.02(a).    Each  Lender  shall  be  solely  responsible  for  timely 

accessing  posted  documents  or  requesting  delivery  of  paper  copies  of  such  documents  from  the 

Administrative Agent and maintaining its copies of such documents.  Notwithstanding anything contained 

herein  to  the  contrary,  the  Borrower  may  deliver  financial  statements  prepared  in  Canadian  Dollars  or 

U.S. Dollars, determined at the sole discretion of the Borrower. 

                  SECTION 6.02                                                      Certificates; Other Information.  Deliver to the Administrative Agent for 

prompt further distribution to each Lender: 

                           (a)                           no  later  than  five  (5)  days  after  the  delivery  of  the  financial  statements 

         referred  to  in  Sections  6.01(a)  and  (b),  a  duly  completed  Compliance  Certificate  signed  by  a 

         Responsible Officer of the Borrower; 

                           (b)                           promptly  after  the  same  are  publicly  available,  copies  of  all  annual, 

         regular,  periodic  and  special  reports,  registration  statements  and  other  documents  which  the 

         Borrower or any Restricted Subsidiary files with the SEC, the Canadian Securities Commissions 

         or with any other Governmental Authority, as well as any documents, that may in each case be 

         substituted  therefor  (other  than  amendments  to  any  registration  statement  (to  the  extent  such 

         registration statement, in the form it became effective, is delivered), exhibits to any registration 

         statement  and,  if  applicable,  any  registration  statement  on  Form  S-8)  and  in  any  case  not 

         otherwise required to be delivered to the Administrative Agent pursuant hereto; 

                           (c)                                                          promptly after the furnishing thereof, copies of any material requests or 

         material  notices  received  by  any  Loan  Party  (other  than  in  the  ordinary  course  of  business)  or 

         material  statements  or  material  reports  furnished  to  any  holder  of  debt  securities  (other  than  in 

         connection  with  any  board  observer  rights)  of  any  Loan  Party  or  of  any  of  its  Restricted 

         Subsidiaries  pursuant  to  the  terms  of  any  Second  Lien  Term  Loan  Facility  Documentation  or 

         Junior  Financing  Documentation  and,  in  each  case,  any  Permitted  Refinancing  thereof,  in  each 

         case in a principal amount in excess of the Threshold Amount and not otherwise required to be 

         furnished to the Lenders pursuant to any other clause of this Section 6.02; 

                           (d)                           together  with  the  delivery  of  each  Compliance  Certificate  pursuant  to 

         Section 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the 

         information  required  by  sections  describing  the  legal  name  and  the  jurisdiction  of  formation  of 

         each  Loan  Party  and  the  location  of  the  chief  executive  office  of  each  Loan  Party  of  the 

         Perfection Certificate or confirming that there has been no change in such information since the 

         later  of  the  Closing  Date  or  the  date  of  the  last  such  report,  (ii)  a  description  of  each  event, 

         condition or circumstance during the last fiscal quarter covered by such Compliance Certificate 

         requiring a mandatory prepayment (or reinvestment of Net Proceeds) under Section 2.05(b), (iii) 

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         a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary 

         or  an  Unrestricted  Subsidiary  as  of  the  date  of  delivery  of  such  Compliance  Certificate  or 

         confirmation that there has been no change in such information since the later of the Closing Date 

         or the date of the last such list and (iv) a calculation in reasonable detail of the Taxes payable by 

         Sponsor  Subordinated  Debt  Holders  pursuant  to  which  Tax  Distributions  were  made  to  such 

         Sponsor  Subordinated  Debt  Holders  in  respect  of  such  period,  and  a  report  on  the  actual  Tax 

         savings for such fiscal year of the Borrower, along with particulars of all Tax Distributions and 

         other Restricted Payments made to Sponsor Subordinated Debt Holders in respect of such period 

         pursuant to Section 7.06(i);  

                           (e)                                                          promptly:  (i)  copies  of  all  actuarial  valuations,  cost  certificates  and 

         summaries  (including  revised  summaries)  of  contributions  filed  with  Governmental  Authorities 

         with respect to any Canadian DB Plan; (ii) copies of all directions, orders, rulings or opinions that 

         the Borrower or any of its Subsidiaries receives from any Governmental Authority with respect to 

         any Canadian DB Plan; and (iii) upon becoming aware of such increase, notice of any increase 

         from  the  prior  year  of  more  than  $7,500,000    in  the  total  Minimum  Contribution  Amounts 

         required to be paid with respect to the Canadian DB Plans;  

                           (f)                           promptly:  (i)  (A)  notice  if,  in  respect  of  a  Canadian  DB  Plan,  the 

         representation in Section 5.11(d)(vii) ceases to be true and correct, and (B) copies of any notice of 

         intention to terminate or windup any Canadian DB Plan or notice of intent to order a termination 

         or winding up of any Canadian DB Plan sent by any applicable Governmental Authority to any 

         Credit  Party; and (ii)  copies  of  (A)  each  annual  filing  with  the  applicable  regulatory  authorities 

         pursuant  to  the  PBA  in  respect  of  each  Canadian  DB  Plan;  and  (B)  upon  request  by  the 

         Administrative  Agent,  such  other  documents  or  governmental  reports  or  filings  relating  to  any 

         Canadian DB Plan as the Administrative Agent shall reasonably request;  

                           (g)                           promptly: (i) notice of any failure by any Loan Party to remit any duties, 

         GST, HST or excise Taxes as required by Law except where the failure to do so was the result of 

         inadvertence or miscalculation and would not result in a Material Adverse Effect; (ii) any notice 

         received  by  any  Loan  Party  of  the  suspension  or  cancellation,  or  the  impending  suspension  or 

         cancellation, of a material permit including, but not limited to, any license granted pursuant to the 

         Customs Act (Canada); (iii) notice of any requested payment by any Governmental Authority on 

         any bond issued in favor of a Loan Party in respect of the Loan Party’s obligation to remit or pay 

         duties and Taxes; and (iv) notice of any request for security by a bonding company pursuant to 

         Section 7.01(u); and 

                           (h)                           promptly,  such  additional  information  regarding  the  business,  legal, 

         financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, 

         or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender 

         through the Administrative Agent may from time to time reasonably request. 

                  The  Borrower  hereby  acknowledges  that  (a)  the  Administrative  Agent  and/or  the  Lead 

Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided 

by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower 

Materials  on  IntraLinks  or  another  similar  electronic  system  (the  “Platform”)  and  (b)  certain  of  the 

Lenders  may  be  “public-side”  Lenders  (i.e.,  Lenders  that  do  not  wish  to  receive  material  non-public 

information  with  respect  to  the  Borrower  or  its  securities)  (each,  a  “Public  Lender”).  The  Borrower 

hereby agrees to make all Borrower Materials that the Borrower intends to be made available to Public 

Lenders  clearly  and  conspicuously  designated  as  “PUBLIC”.    By  designating  Borrower  Materials  as 

“PUBLIC”,  the  Borrower  authorizes  such  Borrower  Materials  to  be  made  available  to  a  portion  of  the 

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Platform  designated  “Public  Investor,”  which  is  intended  to  contain  only  information  that  is  either 

publicly available or not material information (though it may be sensitive and proprietary) with respect to 

the Borrower or its securities for purposes of United States federal and state securities laws or Canadian 

provincial and territorial securities laws.  Notwithstanding the foregoing, the Borrower shall not be under 

any  obligation  to  mark  any  Borrower  Materials  “PUBLIC.”    The  Borrower  agrees  that  (i)  any  Loan 

Documents,  (ii)  any  financial  statements  delivered  pursuant  to  Section  6.01  and  (iii)  any  Compliance 

Certificates delivered pursuant to Section 6.02(a) will be deemed to be “public-side” Borrower Materials 

and may be made available to Public Lenders. 

                  Each Public Lender agrees to cause at least one individual at or on behalf of such Public 

Lender to at all times have selected the “Private Side Information” or similar designation on the content 

declaration  screen  of  the  Platform  in  order  to  enable  such  Public  Lender  or  its  delegate,  in  accordance 

with  such  Public  Lender’s  compliance  procedures  and  applicable  Law,  including  United  States  federal 

and  state  securities  Laws  and  Canadian  provincial  and  territorial  securities  Laws,  to  make  reference  to 

communications  that  are  not  made  available  through  the  “Public  Side  Information”  portion  of  the 

Platform  and  that  may  contain  material  non-public  information  with  respect  to  the  Borrower  or  its 

securities  for  purposes  of  United  States  federal  or  state  securities  Laws  or  Canadian  provincial  or 

territorial securities Laws. 

                  SECTION 6.03                                                      Notices.    Promptly  after  a  Responsible  Officer  of  the  Borrower  or  any 

Guarantor has obtained knowledge thereof, notify the Administrative Agent: 

                           (a)                           of the occurrence of any Default or Event of Default; 

                           (b)                           of any matter that has resulted or would reasonably be expected to result 

         in a Material Adverse Effect; and 

                           (c)                           of the filing or commencement of, or any threat or notice of intention of 

         any  person  to  file  or  commence,  any  action,  suit,  litigation  or  proceeding,  whether  at  law  or  in 

         equity by or before any Governmental Authority, (i) against the Borrower or any of its Restricted 

         Subsidiaries thereof that would reasonably be expected to result in a Material Adverse Effect or 

         (ii) with respect to any Loan Document. 

                  Each  notice  pursuant  to  this  Section  shall  be  accompanied  by  a  written  statement  of  a 

Responsible Officer of the Borrower (x) that such notice is being delivered pursuant to Section 6.03(a), 

(b) or (c) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what 

action the Borrower has taken and proposes to take with respect thereto. 

                  SECTION 6.04                  Payment of Taxes.  Pay, discharge or otherwise satisfy as the same shall 

become  due  and  payable  in  the  normal  conduct  of  its  business, all  of  the  Borrower’s  and  its  Restricted 

Subsidiaries’ obligations and liabilities in respect of Taxes imposed upon it or upon its income or profits 

or  in  respect  of  its  property,  except  to  the  extent  any  such  Tax is  being  contested  in  good  faith  and  by 

appropriate proceedings that shall have the effect of suspending enforcement or collection of such Taxes 

for  which  appropriate  reserves  have  been  established  in  accordance  with  GAAP  if  such  contest  or  the 

failure  to  pay  or  discharge  the  same  would  not  reasonably  be  expected  to  have,  individually  or  in  the 

aggregate, a Material Adverse Effect.  Without limiting the generality of the foregoing, the Borrower and 

its  Restricted  Subsidiaries  shall  remit  all  of  the  Borrower’s  and  its  Restricted  Subsidiaries’  duties  in 

compliance  in  all  material  respects  with  the  terms  of  the  Customs  Act  (Canada)  and  all  regulations 

relating thereto and shall remit all GST, HST and excise taxes in compliance in all material respects with 

the Excise Tax Act (Canada) and the regulations relating thereto.  For the avoidance of doubt, this Section 

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6.04 shall not apply to any obligations to pay customer’s duties, GST, HST and excise tax obligations or 

other similar customs-related charges or fees in all applicable jurisdictions. 

                  SECTION 6.05                  Preservation  of  Existence,  Etc.  (a)  Preserve,  renew  and  maintain  in  full 

force  and  effect  its  legal  existence  under  the  Laws  of  the  jurisdiction  of  its  organization  except  in  a 

transaction  permitted  by  Section  7.04  or  7.05  and  (b)  take  all  reasonable  action  to  maintain  all  rights, 

privileges (including its good standing where applicable in the relevant jurisdiction), permits, licenses and 

franchises necessary or desirable in the normal conduct of its business, except, in the case of (a) (other 

than with respect to the Borrower) or (b), (i) to the extent that failure to do so would not reasonably be 

expected  to  have,  individually  or  in  the  aggregate,  a  Material  Adverse  Effect  or  (ii)  pursuant  to  a 

transaction permitted by Article VII. 

                  SECTION 6.06                  Maintenance  of  Properties.    Except  if  the  failure  to  do  so  could  not 

reasonably  be  expected  to  have,  individually  or  in  the  aggregate,  a  Material  Adverse  Effect,  maintain, 

preserve and protect all of its material properties and equipment necessary in the operation of its business 

in  good  working  order,  repair  and  condition,  ordinary  wear  and  tear  excepted  and  fire,  casualty  or 

condemnation excepted. 

                  SECTION 6.07                                                      Maintenance of Insurance. 

                           (a)                           Generally.    Maintain  with  financially  sound  and  reputable  insurance 

         companies,  insurance  with  respect  to  its  properties  and  business  against  loss  or  damage  of  the 

         kinds  customarily  insured  against  by  Persons  engaged  in  the  same  or  similar  business,  of  such 

         types and in such amounts (after giving effect to any self-insurance reasonable and customary for 

         similarly  situated  Persons  engaged  in  the  same  or  similar  businesses  as  the  Borrower  and  the 

         Restricted  Subsidiaries)  as  are  customarily  carried  under  similar  circumstances  by  such  other 

         Persons. 

                           (b)                           Requirements  of  Insurance.    All  such  insurance  (other  than  such 

         insurance  maintained  by  the  Excluded    Subsidiaries  and  the  Unsecured  Guarantors)  shall  (i) 

         provide that no cancellation, material reduction in amount or material change in coverage thereof 

         shall  be  effective  until  at  least  10  days  (or,  to  the  extent  reasonably  available,  30  days)  after 

         receipt by the Collateral Agent of written notice thereof (and the Borrower shall deliver a copy of 

         the policy (and to the extent any such policy is cancelled or renewed, a renewal or replacement 

         policy)  or  other  evidence  thereof  to  the  Administrative  Agent  and  the  Collateral  Agent,  or 

         insurance certificate with respect thereto) and (ii) name the Collateral Agent as mortgagee (in the 

         case of property insurance) or additional insured on behalf of the Secured Parties (in the case of 

         liability insurance) or first loss payee (in the case of property insurance), as applicable. 

                           (c)                           Flood  Insurance.    With  respect  to  each  Mortgaged  Property  located  in 

         the United States, obtain flood insurance in such total amount as the Administrative Agent or the 

         Required Lenders may from time to time reasonably require, if at any time the area in which any 

         material improvements located on any Mortgaged Property is designated a “flood hazard area” in 

         any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any 

         successor agency), and otherwise comply with the National Flood Insurance Program as set forth 

         in the Flood Disaster Protection Act of 1973, as amended from time to time. 

                  SECTION 6.08                                                      Compliance  with  Laws.    (a)  Comply  with  the  requirements  of  all  Laws 

(including  all  Laws  relating  to  or  in  respect  of  the  customs  brokerage  and  freight  forwarding  industry, 

including,  in respect  of the  Borrower  and  its  Restricted  Subsidiaries,  the  Customs  Act  (Canada) and all 

regulations relating thereto) and all orders, writs, injunctions and decrees applicable to it or to its business 

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or  property,  except  if  the  failure  to  comply  therewith  could  not  reasonably  be  expected  to  have, 

individually or in the aggregate, a Material Adverse Effect and (b) cause the representation contained in 

Section 5.19 to be true and correct in all material respects. 

                  SECTION 6.09                  Books  and  Records.    Maintain  proper  books  of  record  and  account,  in 

which  entries  that  are  full,  true  and  correct  in  all  material  respects  and  are  in  conformity  with  GAAP 

consistently applied and which reflect all material financial transactions and matters involving the assets 

and  business  of  the  Borrower  or  a  Restricted  Subsidiary,  as  the  case  may  be  (it  being  understood  and 

agreed that certain Subsidiaries not organized in Canada or the United States (or any state or province in 

each  case  thereof)  maintain  individual  books  and  records  in  conformity  with  generally  accepted 

accounting  principles  in  their  respective  countries  of  organization  and  that  such  maintenance  shall  not 

constitute a breach of the representations, warranties or covenants hereunder). 

                  SECTION 6.10                  Inspection Rights.  Permit representatives and independent contractors of 

the  Administrative  Agent  and  each  Lender  to  visit  and  inspect  any  of  its  properties,  to  examine  its 

corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss 

its affairs, finances and accounts with its directors, officers, and independent public accountants (subject 

to  such  accountants’  customary  policies  and  procedures),  all at the reasonable  expense  of the  Borrower 

and  at  such  reasonable  times  during  normal  business  hours  and  as  often  as  may  be  reasonably  desired, 

upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections 

during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders 

may  exercise  rights  of  the  Administrative  Agent  and  the  Lenders  under  this  Section  6.10  and  the 

Administrative  Agent  shall  not  exercise  such  rights  more  often  than  two  (2)  times  during  any  calendar 

year and only one (1) such time shall be at the Borrower’s expense; provided further that when an Event 

of  Default  exists,  the  Administrative  Agent  or  any  Lender (or any  of  their respective  representatives  or 

independent contractors) may do any of the foregoing at the expense of the Borrower at any time during 

normal business hours and upon reasonable advance notice.  The Administrative Agent and the Lenders 

shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent 

public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower 

nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making 

copies  or  abstracts  of,  or  discussion  of,  any  document,  information  or  other  matter  in  respect  of  which 

disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is 

prohibited  by  Law  or  Contractual  Obligation  (not  entered  into  in  contemplation  hereof),  and  the 

obligations  of  the  Borrower  and  the  Restricted  Subsidiaries  under  this  Section  6.10  shall  be  subject  to 

reasonable requirements of confidentiality. 

                  SECTION 6.11                  Additional  Collateral;  Additional  Guarantors.    At  the  Borrower’s 

expense, take all action necessary or reasonably requested by the Administrative Agent or the Collateral 

Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including: 

                           (a)                                                          Upon  (x)  the  formation  or  acquisition  of  any  new  direct  or  indirect 

         Restricted Subsidiary (in each case, other than an Excluded Subsidiary) by the Borrower, (y) any 

         Excluded  Subsidiary  ceasing  to  constitute  an  Excluded  Subsidiary  or  (z)  any  Unsecured 

         Guarantor ceasing to constitute an Unsecured Guarantor (to the extent that such Person would not 

         otherwise be an Excluded Subsidiary): 

                                   (i)                                                                          within  sixty  (60)  days  after  such  formation,  acquisition  or 

                  designation, or such longer period as the Administrative Agent may agree in writing in its 

                  discretion: 

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                                             (A)                                             cause each such Restricted Subsidiary that is required to 

                           become  a  Guarantor  pursuant  to  the  Collateral  and  Guarantee  Requirement  to 

                           duly execute and deliver to the Administrative Agent or the Collateral Agent (as 

                           appropriate)  joinders  to  this  Agreement  as  Guarantors  (to  the  extent  such 

                           Subsidiary is not already a Guarantor), supplements to the Security Agreements, 

                           Intellectual  Property  Security  Agreements,  Mortgages,  a  counterpart  of  the 

                           Intercompany  Note  and  other  security  agreements  and  documents  (including, 

                           with  respect  to  such  Mortgages,  the  documents  listed  in  Section  6.13),  as 

                           reasonably requested by and in form and substance reasonably satisfactory to the 

                           Administrative  Agent  (consistent  with  the  Mortgages,  Security  Agreements, 

                           Intellectual Property Security Agreements and other security agreements in effect 

                           on the Closing Date), in each case granting Liens required by the Collateral and 

                           Guarantee Requirement; 

                                             (B)                                                                                               cause each such Restricted Subsidiary that is required to 

                           become a Guarantor and/or provide Collateral to secure the Obligations pursuant 

                           to  the  Collateral  and  Guarantee  Requirement  (and  the  parent  of  each  such 

                           Restricted  Subsidiary  that  is  a  Guarantor)  to  deliver  any  and  all  certificates 

                           representing Equity  Interests (to the extent certificated) and intercompany notes 

                           (to  the  extent  certificated)  that  are  required  to  be  pledged  pursuant  to  the 

                           Collateral and Guarantee Requirement, accompanied by undated stock powers or 

                           other appropriate instruments of transfer executed in blank; 

                                             (C)                                                                                               take  and  cause  such  Restricted  Subsidiary  and  each 

                           direct or indirect parent of such Restricted Subsidiary that is required to become 

                           a  Guarantor  and/or  provide  Collateral  to  secure  the  Obligations  pursuant  to  the 

                           Collateral  and  Guarantee  Requirement  to  take  whatever  action  (including  the 

                           filing,  registration  or  recording  of  Mortgages,  the  filing  of  UCC  financing 

                           statements  and/or  PPSA  registration  statements  and  delivery  of  stock  and 

                           membership interest certificates) as may be necessary in the reasonable opinion 

                           of the Collateral Agent to vest in the Collateral Agent (or in any representative of 

                           the  Collateral  Agent  designated  by  it)  valid  and  perfected  Liens  to  the  extent 

                           required by the Collateral and Guarantee Requirement, and to otherwise comply 

                           with the requirements of the Collateral and Guarantee Requirement; 

                                   (ii)                                   if  reasonably  requested  by  the  Administrative  Agent  or  the 

                  Collateral Agent, within forty-five (45) days after such request (or such longer period as 

                  the  Administrative  Agent  may  agree  in  writing  in  its  discretion),  deliver  to  the 

                  Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent 

                  and  the  Lenders,  of  counsel  for  the  Loan  Parties  reasonably  acceptable  to  the 

                  Administrative  Agent  as  to  such  matters  set  forth  in  this  Section  6.11(a)  as  the 

                  Administrative Agent may reasonably request; 

                                  (iii)                                                                         as  promptly  as  practicable  after  the  request  therefor  by  the 

                  Administrative Agent or Collateral Agent, deliver to the Collateral Agent with respect to 

                  each  Material  Real  Property,  any  existing  title  reports,  abstracts  or  environmental 

                  assessment  reports,  to  the  extent  available  and  in  the  possession  or  control  of  the 

                  Borrower;  provided,  however,  that  there  shall  be  no  obligation  to  deliver  to  the 

                  Administrative Agent any existing environmental assessment report whose disclosure to 

                  the Administrative Agent would require the consent of a Person other than the Borrower 

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                  or  one  of  its  Subsidiaries,  where,  despite  the  commercially  reasonable  efforts  of  the 

                  Borrower to obtain such consent, such consent cannot be obtained; and 

                                  (iv)                                  if  reasonably  requested  by  the  Administrative  Agent  or  the 

                  Collateral Agent, within sixty (60) days after such request (or such longer period as the 

                  Administrative  Agent  may  agree  in  writing  in  its  discretion),  deliver  to  the  Collateral 

                  Agent any other items necessary from time to time to satisfy the Collateral and Guarantee 

                  Requirement with respect to perfection and existence of security interests with respect to 

                  property  of  any  Guarantor acquired after the  Closing  Date  and  subject to  the  Collateral 

                  and Guarantee Requirement, but not specifically covered by the preceding clauses (i), (ii) 

                  or (iii) or clause (b) below. 

                           (b)                                                          Not later than one hundred twenty (120) days after the acquisition by any 

         Loan Party of any Material Real Property as determined by the Borrower (acting reasonably and 

         in  good  faith)  (or  such  longer  period  as  the  Administrative  Agent  may  agree  in  writing  in  its 

         discretion) that is required to be provided as Collateral pursuant to the Collateral and Guarantee 

         Requirement, which property would not be automatically subject to another Lien pursuant to pre-

         existing Collateral Documents, cause such property to be subject to a Lien and Mortgage in favor 

         of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant 

         Loan  Party  to  take,  such  actions  as  shall  be  necessary  or  reasonably  requested  by  the 

         Administrative Agent to grant and perfect and to file, register or record such Lien, in each case to 

         the  extent  required  by,  and  subject  to  the  limitations  and  exceptions  of,  the  Collateral  and 

         Guarantee  Requirement  and  to  otherwise  comply  with  the  requirements  of  the  Collateral  and 

         Guarantee Requirement. 

                  SECTION 6.12                  Compliance  with  Environmental  Laws.    Except,  in  each  case,  to  the 

extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, 

a Material Adverse Effect, comply, and take all reasonable actions to cause all lessees and other Persons 

operating  or  occupying  its  properties  to  comply  with  all  applicable  Environmental  Laws  and 

Environmental  Permits;  obtain  and  renew  all  Environmental  Permits  necessary  for  its  operations  and 

properties; and, in each case to the extent the Loan Parties are required by Environmental Laws, conduct 

any  investigation,  remedial  or  other  corrective  action  necessary  to  address  Hazardous  Materials  at  any 

property or facility in accordance with applicable Environmental Laws. 

                  SECTION 6.13                  Further  Assurances.    Promptly  upon  reasonable  request  by  the 

Administrative  Agent  (i)  correct  any  material  defect  or  error  that  may  be  discovered  in  the  execution, 

acknowledgment,  filing  or  recordation  of  any  Intercreditor  Agreement  or  any  Collateral  Document  or 

other  document  or  instrument  relating  to  any  Collateral,  and  (ii)  do,  execute,  acknowledge,  deliver, 

record,  re-record,  file,  re-file,  register  and  re-register  any  and  all  such  further  acts,  deeds,  certificates, 

assurances and other instruments as the Administrative Agent may reasonably request from time to time 

in  order  to  carry  out  more  effectively  the  purposes  of  any  Intercreditor  Agreement  or  the  Collateral 

Documents,  to  the  extent  required  pursuant  to  the  Collateral  and  Guarantee  Requirement.    If  the 

Administrative Agent or the Collateral Agent reasonably determines that it is required by applicable Law 

to have appraisals prepared in respect of the Real Property in the United States of any Loan Party subject 

to a mortgage constituting Collateral, the Borrower shall provide to the Administrative Agent appraisals 

that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA. 

                  SECTION 6.14                  Maintenance  of  Ratings.    In  respect  of  the  Borrower,  use  commercially 

reasonable efforts to (i) cause each Facility to be continuously rated (but not any specific rating) by S&P 

and  Moody’s  and  (ii)  maintain  a  public  corporate  rating  (but  not  any  specific  rating)  from  S&P  and  a 

public corporate family rating (but not any specific rating) from Moody’s. 

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                  SECTION 6.15                  Post-Closing Matters.  Within the time periods set forth in Schedule 6.15, 

or within such longer period or periods that the Administrative Agent in its sole discretion may permit, 

the Borrower and the Restricted Subsidiaries shall deliver to the Administrative Agent the documents, and 

perform the actions, set forth on Schedule 6.15. 

                  SECTION 6.16                  Changes  in  Fiscal  Year.    In  respect  of  the  Borrower,  not  make  any 

change  in  its  fiscal  year;  provided,  however,  that  the  Borrower  may,  upon  written  notice  to  the 

Administrative  Agent,  change  its  fiscal  year  to  any  other  fiscal  year  reasonably  acceptable  to  the 

Administrative  Agent,  in  which  case,  the  Borrower  and  the  Administrative  Agent  will,  and  are  hereby 

authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such 

change in fiscal year. 

                  SECTION 6.17                                                      Use  of  Proceeds.    The  proceeds  of  the  Term  Loans  received  on  the 

Closing Date, together with the proceeds of the loans under the Second Lien Term Loan Facility received 

on the Closing Date, shall not be used for any purpose other than for the Transactions; provided that the 

Specified Term B-1 Proceeds shall only be permitted to be used for Permitted Business Acquisitions and 

other  Investments  comprising  acquisitions  by  the  Borrower  and  its  Restricted  Subsidiaries  of  all  or 

substantially all of the assets and/or Equity Interests of any other Persons. The proceeds of the Revolving 

Credit Loans on the Closing Date, if any, will be used as specified in the definition of “Permitted Initial 

Revolving Credit Borrowing Purposes.”  After the Closing Date, the proceeds of Revolving Credit Loans 

and  Swing  Line  Loans  shall  be  used  for  working  capital,  general  corporate  purposes  and  any  other 

purpose not prohibited by this Agreement, including Permitted Acquisitions and other Investments.  The 

Letters of Credit shall be used solely to support obligations of the Borrower and its Subsidiaries incurred 

for working capital, general corporate purposes and any other purpose not prohibited by this Agreement. 

                  SECTION 6.18                  Canadian  Benefit  Plans.    For  each  existing,  or  hereafter  adopted, 

Canadian Benefit Plan, each Loan Party shall in a timely fashion comply with and perform in all material 

respects  all  of  its  obligations  under  and  in  respect  of  such  Canadian  Benefit  Plan,  including  under  any 

funding  agreements  and  all  applicable  Laws;  provided  that  all  employer  or  employee  payments, 

contributions  or  premiums  required  to  be  remitted,  paid  to  or  in  respect  of  each  Canadian  Benefit  Plan 

shall be paid or remitted by each Loan Party in a timely fashion in accordance with the terms thereof, any 

funding agreements and all Laws.  

                  SECTION 6.19                  Interest  Rate  Hedging.    Enter  into,  no  later  than  one-hundred  eighty 

(180) days  following  the Closing  Date  (or  such  later  date  as the  Administrative  Agent  may  agree),  and 

thereafter maintain for a period of not less than two (2) years after the Closing Date, interest rate Swap 

Agreements with respect to not less than 33% of the Initial Term Loans and Second Lien Term Loans. 

                  SECTION 7.01                                                      Liens.  Neither the Borrower nor the Restricted Subsidiaries shall create, 

incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned 

or hereafter acquired, other than the following: 

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                           (a)                           Liens  on  property  or  assets  of  the  Borrower  and  the  Restricted 

         Subsidiaries existing on the Closing Date and set forth on Schedule 7.01(a); provided that such 

         Liens  shall  secure  only  those  obligations  that  they  secure  on  the  Closing  Date  (and  extensions, 

         renewals  and  refinancings  of  such  obligations  permitted  by  Section  7.03(a))  and  shall  not 

         subsequently apply to any other property or assets of the Borrower or any Restricted Subsidiary; 

                           (b)                           any  Lien  created  under  the  Loan  Documents  or  permitted  in  respect  of 

         any Mortgaged Property by the terms of the applicable Mortgage; 

                           (c)                           any  Lien  on  any  property  or  asset  of  the  Borrower  or  any  Restricted 

         Subsidiary  securing  Indebtedness  permitted  by  Section  7.03(h)  or  a  Permitted  Refinancing 

         thereof, provided that (i) such Lien does not apply to any other property or assets of the Borrower 

         or any of the Restricted Subsidiaries not securing such Indebtedness at the date of the acquisition 

         of  such  property  or  asset  (other  than  after-acquired  property  subjected  to  a  Lien  securing 

         Indebtedness and other obligations incurred prior to such date and which Indebtedness and other 

         obligations  are  permitted  hereunder  that  require  a  pledge  of  after-acquired  property,  it  being 

         understood that such requirement shall not be permitted to apply to any property to which such 

         requirement  would  not  have  applied  but  for  such  acquisition),  (ii)  such  Lien  is  not  created  in 

         contemplation of or in connection with such acquisition and (iii) in the case of a Lien securing a 

         Permitted Refinancing, such Lien is permitted in accordance with clause (d)(ii) of the definition 

         of the term “Permitted Refinancing”; 

                           (d)                                                          Liens for Taxes, assessments or other governmental charges or levies, or 

         for  employment  insurance,  pension  obligations  or  other  social  security  obligations,  workers’ 

         compensation  or  vacation  pay,  in  each  case  not  yet  delinquent  or  that  are  being  contested  in 

         compliance with Section 6.04; 

                           (e)                                                          Liens  imposed  by  Law  such  as  landlord’s,  carriers’,  warehousemen’s, 

         mechanics’,  materialmen’s,  repairmen’s,  construction or  other  like  Liens  arising in  the  ordinary 

         course  of  business  and  securing  obligations  that  are  not  yet  due  or  that  are  being  contested  in 

         good faith by appropriate proceedings and in respect of which, if applicable, the Borrower or any 

         Restricted Subsidiary shall have set aside on its books reserves in accordance with GAAP; 

                           (f)                           (i)  pledges  and  deposits  made  in  the  ordinary  course  of  business  in 

         compliance  with  the  Federal  Employers  Liability  Act  or  any  other  workers’  compensation, 

         unemployment  insurance  and  other  social  security  laws  or  regulations  under  U.S.,  Canadian  or 

         foreign Law and deposits securing liability to insurance carriers under insurance or self-insurance 

         arrangements  in  respect  of  such  obligations  and  (ii)  pledges  and  deposits  securing  liability  for 

         reimbursement  or  indemnification  obligations  of  (including  obligations  in  respect  of  letters  of 

         credit  or  bank  guarantees  for  the  benefit  of)  insurance  carriers  providing  property,  casualty  or 

         liability insurance to the Borrower or any Restricted Subsidiary; 

                           (g)                                                          deposits to secure the performance of bids, trade contracts (other than for 

         Indebtedness),  leases  (other  than  Capital  Lease  Obligations),  statutory  obligations,  surety  and 

         appeal bonds, performance and return of money bonds, warranty bonds, bids, leases, government 

         contracts, trade  contracts, completion  or performance  guarantees and  other  obligations  of  a like 

         nature  incurred  in  the  ordinary  course  of  business,  including  those  incurred  to  secure  health, 

         safety and environmental obligations in the ordinary course of business; 

                           (h)                           zoning restrictions, easements, trackage rights, leases (other than Capital 

         Lease  Obligations),  licenses,  special  assessments,  rights-of-way,  restrictions  on  use  of  real 

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         property, servitudes and other similar encumbrances incurred in the ordinary course of business 

         that do not render title unmarketable and that, in the aggregate, do not interfere in any  material 

         respect with the ordinary conduct of the business of the Borrower or any Restricted Subsidiary or 

         would result in a Material Adverse Effect; 

                           (i)                           purchase  money  security  interests  in  inventory,  equipment  or  other 

         property  or  improvements  thereto  hereafter  acquired  (or,  in  the  case  of  improvements, 

         constructed) by the Borrower or any Restricted Subsidiary (including the interests of vendors and 

         lessors  under  conditional  sale  and  title  retention  agreements);  provided  that  (i)  such  security 

         interests secure Indebtedness permitted by Section 7.03(i) (including any Permitted Refinancing 

         in respect thereof), (ii) such security interests are incurred, and the Indebtedness secured thereby 

         is created, within 270 days after such acquisition (or construction), (iii) the Indebtedness secured 

         thereby  does  not  exceed  100%  of  the  cost  of  such  inventory,  equipment  or  other  property  or 

         improvements  at  the  time  of  such  acquisition  (or  construction),  including  transaction  costs 

         incurred  by  the  Borrower  or  any  Restricted  Subsidiary  in  connection  with  such  acquisition  (or 

         construction) and (iv) such security interests do not apply to any other property or assets of the 

         Borrower or any Restricted Subsidiary (other than to accessions to such inventory, equipment or 

         other property or improvements or proceeds thereof); provided further that individual financings 

         of  inventory  or  equipment  provided  by  a  single  lender  may  be  cross-collateralized  to  other 

         financings of inventory or equipment provided solely by such lender; 

                           (j)                                                          Liens  arising  out  of  capitalized  lease  transactions  permitted  under 

         Section  7.04,  so  long  as  such  Liens  attach  only  to  the  property  sold  and  being  leased  in  such 

         transaction and any accessions thereto or proceeds thereof and related property; 

                           (k)                           Liens  securing  judgments  that  do  not  constitute  an  Event  of  Default 

         under Section 8.01(h); 

                           (l)                           other  Liens  with  respect  to  property  or  assets  of  the  Borrower  or  any 

         Restricted Subsidiary with an aggregate fair market value (valued at the time of creation thereof) 

         of not more than the greater of $10,000,000 and 1.0% of Consolidated Total Assets (determined 

         at  the  time  of  the  creation  of  such  Liens);  provided  that  Unsecured  Guarantors  shall  not  be 

         permitted to grant Liens securing Indebtedness under this Section 7.01(l) unless the Obligations 

         are secured by Liens in a manner and to the extent no less favorable to the Secured Parties than 

         the Liens securing such other Indebtedness; 

                           (m)                           Liens disclosed by the Mortgage Policies and any replacement, extension 

         or renewal of any such Lien; provided that such replacement, extension or renewal Lien shall not 

         cover  any  property  other  than  the  property  that  was  subject  to  such  Lien  prior  to  such 

         replacement, extension  or renewal;  provided further  that the  Indebtedness  and  other  obligations 

         secured by such replacement, extension or renewal Lien are permitted by this Agreement; 

                           (n)                                                          (i)  undetermined  or  inchoate  Liens,  rights  of  distress  and  charges 

         incidental  to  current  operations  which  have  not  at  such  time  been  filed  or  exercised,  or  which 

         relate  to  obligations  not  due  or  payable  or  if  due,  the  validity  of  which  is  being  contested 

         diligently and in good faith by appropriate proceedings by that Person and (ii) (A) reservations, 

         limitations,  provisos  and  conditions  expressed  in  any  original  grant  from  any  Governmental 

         Authority or (B) other grant of real property, or interests therein, which, in the case of this clause 

         (B), do not materially and adversely affect the use of the affected land for the purpose for which it 

         is used by that Person; 

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                           (o)                           any interest or title of, or Liens created by, a lessor under any leases or 

         subleases  entered  into  by  the  Borrower  or  any  Restricted  Subsidiary,  as  tenant,  in  the  ordinary 

         course of business; 

                           (p)                           Liens that are contractual rights of set-off (i) relating to the establishment 

         of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) 

         relating  to  pooled  deposit  or  sweep  accounts  of  the  Borrower  or  any  Restricted  Subsidiary  to 

         permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business 

         of  the  Borrower  and  the  Restricted  Subsidiaries  or  (iii)  relating  to  purchase  orders  and  other 

         agreements  entered  into  with  customers  of  the  Borrower  or  any  Restricted  Subsidiary  in  the 

         ordinary course of business; 

                           (q)                                                          Liens arising solely by virtue of any statutory or common law provision 

         relating to banker’s liens, rights of set-off or similar rights; 

                           (r)                           Liens  securing  obligations  in  respect  of  trade-related  letters  of  credit 

         permitted under Section 7.03(f) or (p) and covering the goods (or the documents of title in respect 

         of such goods) financed by such letters of credit and the proceeds and products thereof; 

                           (s)                                                          licenses  of  intellectual  property  granted  in  the  ordinary  course  of 

         business; 

                           (t)                           Liens in favor of customs and revenue authorities arising as a matter of 

         law  to  secure  payment  of  customs  duties  in  connection  with  the  importation  of  goods  in  the 

         ordinary course of business; 

                           (u)                           Liens  in  favor  of  bonding  companies  in  respect  of  bonds  permitted  by 

         Section 7.03(f)(ii) and used by any Loan Party in connection with the carrying on of the customs 

         brokerage business; provided that such Liens are subordinated by the holder of such Liens to the 

         Administrative Agent and the Lenders pursuant to a subordination and postponement agreement 

         in form and substance reasonably satisfactory to the Administrative Agent, except with respect to 

         any such Liens incurred in connection with, or arising from, a Permitted Business Acquisition by 

         the Borrower and/or its Restricted Subsidiaries; 

                           (v)                                                          Liens  given  to  a  public  utility  or  any  Governmental  Authority  when 

         required  by  such  utility  or  Governmental  Authority  in  connection  with  the  operations  of  the 

         Borrower and its Restricted Subsidiaries in the ordinary course of its business; 

                           (w)                                                           Liens solely on any cash earnest money deposits made by the Borrower 

         or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement 

         permitted hereunder; 

                           (x)                           Liens  arising  from  precautionary  Uniform  Commercial  Code  filings  or 

         any PPSA financing statement filings regarding operating leases entered into by the Borrower or 

         any of the Restricted Subsidiaries in the ordinary course of business; 

                           (y)                                                          Liens  arising  from  the  right  of  distress  enjoyed  by  landlords  outside  of 

         the Province of Quebec to secure the payment and performance of obligations in respect of leased 

         properties in such provinces or a Lien granted by a tenant to a landlord to secure the payment and 

         performance  of  obligations  in  respect  of  property  in  the  Province  of  Quebec  leased  from  such 

         landlord,  provided  that  such  Liens  are  limited  to  the  assets  located  at  or  about  such  leased 

         property; 

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                           (z)                           the  right  reserved  to  or  vested  in  any  Governmental  Authority  by  the 

         terms of any lease, license, franchise, grant or permit acquired by that Person or by any statutory 

         provision to terminate any such lease, license, franchise, grant or permit, or to require annual or 

         other payments as a condition to the continuance thereof; 

                           (aa)                           Liens  on  the  Collateral  securing  Indebtedness  incurred  under  Section 

         7.03(l), on a second-priority or other junior priority basis to the Facilities and subject to the terms 

         of  the  Junior  Lien  Intercreditor  Agreement;  provided  that  Unsecured  Guarantors  shall  not  be 

         permitted to grant Liens securing Indebtedness under this Section 7.01(aa) unless the Obligations 

         are secured by Liens in a manner and to the extent no less favorable to the Secured Parties than 

         the Liens securing such other Indebtedness; 

                           (bb)                                                            Liens  to  secure  Indebtedness  permitted  under  Section 7.03(r);  provided 

         that  the  representative  of  the  holders  of  each  such  Indebtedness  becomes  party  to  (i)  if  such 

         Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control 

         of  remedies)  with  the  Obligations,  the  Junior  Lien  Intercreditor  Agreement  as  a  “Senior 

         Representative”  (as  defined  in  the  Junior  Lien  Intercreditor  Agreement)  and  the  First  Lien 

         Intercreditor  Agreement  and  (ii)  if  such  Indebtedness  is  secured  by  the  Collateral  on  a  second 

         priority  (or  other  junior  priority)  basis  to  the  liens  securing  the  Obligations,  the  Junior  Lien 

         Intercreditor  Agreement  as  a  “Second  Priority  Representative”  (as  defined  in  the  Junior 

         Intercreditor Agreement); and provided further that Unsecured Guarantors shall not be permitted 

         to  grant  Liens  securing  Indebtedness  under  this  Section  7.01(bb)  unless  the  Obligations  are 

         secured by Liens in a manner and to the extent no less favorable to the Secured Parties than the 

         Liens securing such other Indebtedness;  

                           (cc)                           Liens on the Collateral securing obligations in respect of Permitted First 

         Priority  Refinancing  Debt  or  Permitted  Second  Priority  Refinancing  Debt  and  any  Permitted 

         Refinancing  of  any  of  the  foregoing;  provided  that  (x)  any  such  Liens  securing  any  Permitted 

         Refinancing in respect of Permitted First Priority Refinancing Debt are subject to the First Lien 

         Intercreditor Agreement and (y) any such Liens securing any Permitted Refinancing in respect of 

         Permitted  Second  Priority  Refinancing  Debt  are  subject  to  the  Junior  Lien  Intercreditor 

         Agreement; and 

                           (dd)                           Liens arising under the PBA: (x) in the ordinary course absent any wind-

         up  or  partial  wind-up  or  failure  to  make  an  employer  contribution  to  a  Canadian  Pension  Plan 

         when  due,  including  in  respect  of  employee  contributions  received  but  not  yet  remitted  to  a 

         Canadian Pension Plan; (y) on the wind up or partial wind up of a Canadian DB Plan absent the 

         occurrence of any Event of Default under Section 8.01(m); and (z) as a result of a failure to make 

         a  pension  plan  contribution  when  due  unless  such  failure  continues  for  more  than  ten  (10) 

         Business Days and exceeds $500,000. 

                  Notwithstanding the foregoing, no Liens shall be permitted to exist, directly or indirectly, 

on (i) Pledged Equity, other than Liens in favor of the Collateral Agent and Liens permitted by Section 

7.01(d), (e), (q), (aa), (bb), (cc) or (dd) or (ii) Mortgaged Property, in each case, other than Liens in favor 

of the Collateral Agent, Prior Liens and Permitted Encumbrances, or Liens permitted by Section 7.01(l), 

(aa), (bb), (cc) or (dd). 

                  SECTION 7.02                                                      Investments.  Neither the Borrower nor the Restricted Subsidiaries shall 

make or hold any Investments, except: 

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                           (a)                           Investments by (i) Loan Parties in Subsidiaries that are not Loan Parties 

         in an aggregate amount (valued at the time of the making thereof and without giving effect to any 

         write-downs  or  write-offs  thereof)  not  to  exceed,  in  the  aggregate,  an  amount  equal  to  (x)  the 

         greater  of  $15,000,000  and  2.0%  of  Consolidated  Total  Assets  (determined  at  the  time  of,  and 

         after  giving  effect  to,  such  Investment),  plus  any  return  of  capital  actually  received  by  the 

         respective  investors  in  respect  of  investments  previously  made  by  them  pursuant  to  this  clause 

         7.02(a)(i), plus (y) the portion, if any, of the Available Investment Basket Amount on the date of 

         such election that the Borrower elects to apply to this Section 7.02(a), (ii) Loan Parties in other 

         Loan  Parties  and  (iii)  Restricted  Subsidiaries  that  are  not  Loan  Parties  in  any  other  Restricted 

         Subsidiary; 

                           (b)                           Cash  Equivalents  and  Investments  that  were  Cash  Equivalents  when 

         made; 

                           (c)                                                          Investments arising out of the receipt by the Borrower or any Restricted 

         Subsidiary of non-cash consideration for the sale of assets permitted under Section 7.05; 

                           (d)                           (i) loans and advances to employees of the Borrower or any Subsidiary in 

         the ordinary course of business not to exceed $2,500,000 in the aggregate at any time outstanding 

         (calculated  without  regard  to  write-downs  or  write-offs  thereof),  (ii)  advances  of  payroll 

         payments  and  expenses  to  employees  in  the  ordinary  course  of  business  and  (iii)  loans  and 

         advances  to  directors,  consultants,  officers  or  employees  of  the  Borrower  and  its  Restricted 

         Subsidiaries  to  fund  such  members’  purchase  of  any  Equity  Interests  of  the  Borrower  or  its 

         Restricted  Subsidiaries  (or  any  direct  or  indirect  parent  company  thereof)  so  long  as  no  cash  is 

         paid by a Loan Party in connection therewith (or any cash so paid is promptly (and in any event 

         within two Business Days) returned to such Loan Party); 

                           (e)                                                          accounts  receivable  arising  and  trade  credit  granted  in  the  ordinary 

         course of business and any securities received in satisfaction or partial satisfaction thereof from 

         financially troubled account debtors to the extent reasonably necessary in order to prevent or limit 

         loss and any prepayments and other credits to suppliers made in the ordinary course of business; 

                           (f)                           Swap Agreements permitted pursuant to Section 7.11; 

                           (g)                                                          Investments existing on the Closing Date and set forth on Schedule 7.02; 

                           (h)                           Investments  resulting  from  pledges  and  deposits  referred  to  in  Section 

         7.01(f) and (g); 

                           (i)                                                          other  Investments  by  the  Borrower  or  any  Restricted  Subsidiary  in  an 

         aggregate  amount  (valued  at  the  time  of  the  making  thereof,  and  without  giving  effect  to  any 

         write-downs  or  write-offs  thereof)  not  to  exceed  (i)  the  greater  of  $25,000,000  and  3.0%  of 

         Consolidated Total Assets (determined at the time of, and after giving effect to, such Investment) 

         (plus any returns of capital actually received by the respective investor in respect of investments 

         theretofore made by it pursuant to this paragraph (i)), plus (ii) so long as no Event of Default shall 

         have occurred and is continuing or would result therefrom, the portion, if any, of the Available 

         Investment Basket Amount on the date such election is made that the Borrower elects to apply to 

         this Section 7.02(i)(ii); 

                           (j)                           Investments constituting Permitted Business Acquisitions; 

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                           (k)                           additional  Investments  may  be  made  from  time  to  time  to  the  extent 

         made  with  proceeds  of  Qualified  Equity  Interests  of  the  Borrower  (excluding  proceeds  of  a 

         Designated Equity Contribution), in each case Not Otherwise Applied; 

                           (l)                           Investments  (including,  but  not  limited  to,  Investments  in  Equity 

         Interests,  intercompany  loans,  and  Guarantees  of  Indebtedness  otherwise  expressly  permitted 

         hereunder) after the Closing Date by Restricted Subsidiaries that are not Loan Parties in any Loan 

         Party or other Subsidiary; 

                           (m)                                                           the Transactions; 

                           (n)                           Investments  received  in  connection  with  the  bankruptcy,  insolvency  or 

         reorganization  of,  or  settlement  of  delinquent  accounts  and  disputes  with  or  judgments  against, 

         customers and suppliers, in each case in the ordinary course of business; 

                           (o)                                                          Investments of a Restricted Subsidiary acquired after the Closing Date or 

         of  a  corporation  merged  into  the  Borrower  or  merged  into  or  consolidated  with  a  Restricted 

         Subsidiary  in  accordance  with  Section  7.05  after  the  Closing  Date  to  the  extent  that  such 

         Investments were not made in contemplation of or in connection with such acquisition, merger or 

         consolidation and were in existence on the date of such acquisition, merger or consolidation; and 

                           (p)                           Guarantees  by  the  Borrower  or  any  Restricted  Subsidiary  of  operating 

         leases  (other  than  Capital  Lease  Obligations)  or  of  other  obligations  that  do  not  constitute 

         Indebtedness,  in  each  case  entered  into  by  any  Restricted  Subsidiary  in  the  ordinary  course  of 

         business. 

                  SECTION 7.03                  Indebtedness.    Neither  the  Borrower  nor  any  of  the  Restricted 

Subsidiaries shall create, incur, assume or suffer to exist any Indebtedness, except: 

                           (a)                           Indebtedness existing on the Closing Date and (other than in the case of 

         any existing letters of credit to be replaced with Letters of Credit issued hereunder) set forth on 

         Schedule 7.03 (excluding Indebtedness under clauses (b), (l) and (p) of this Section 7.03) and any 

         Permitted  Refinancing  of  such  Indebtedness  (other  than  intercompany  Indebtedness  refinanced 

         with  Indebtedness  owed  to  a  Person  not  affiliated  with  the  Borrower  or  any  Restricted 

         Subsidiary); 

                           (b)                           Indebtedness created hereunder and under the other Loan Documents; 

                           (c)                                                          Indebtedness of the Borrower and the Restricted Subsidiaries pursuant to 

         Swap Agreements permitted by Section 7.11; 

                           (d)                           Indebtedness owed to (including obligations in respect of letters of credit 

         or  bank  guarantees  or  similar  instruments  for  the  benefit  of)  any  Person  providing  workers’ 

         compensation,  health,  disability  or  other  employee  benefits  or  property,  casualty  or  liability 

         insurance  to  the  Borrower  or  any  Restricted  Subsidiary,  pursuant  to  reimbursement  or 

         indemnification  obligations  to  such  Person,  provided  that  upon  the  incurrence  of  Indebtedness 

         with  respect  to  reimbursement  obligations  regarding  workers’  compensation  claims,  such 

         obligations are reimbursed not later than 30 days following such incurrence; 

                           (e)                                                          Indebtedness of the Borrower or any Restricted Subsidiary to the extent 

         permitted  by  Section  7.02,  provided  that  Indebtedness  of  any  Loan  Party  to  any  Restricted 

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         Subsidiary  that  is  not  a  Loan  Party  (the  “Subordinated  Intercompany  Debt”)  shall  be 

         subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; 

                           (f)                           (i)  Indebtedness  in  respect  of  performance  bonds,  warranty  bonds,  bid 

         bonds,  appeal  bonds,  surety  bonds  and  completion  or  performance  guarantees  and  similar 

         obligations, in each case provided in the ordinary course of business, including those incurred to 

         secure  health,  safety  and  environmental  obligations  in  the  ordinary  course  of  business  and 

         Indebtedness  arising  out  of  advances  on  exports,  advances  on  imports,  advances  on  trade 

         receivables, customer prepayments and similar transactions in the ordinary course of business and 

         consistent with past practice, in each case other than obligations of the type described in clause 

         (ii)  of  this  Section  7.03(f)  and  (ii)  Indebtedness  consisting  of  reimbursement  obligations  in 

         respect of customs bonds and performance bonds issued for the benefit of Canadian or U.S. tax 

         authorities in respect of duties, GST, HST and excise taxes up to the maximum aggregate amount 

         equal to the greater of (A) $75,000,000 or (B) the amount that is required by Law; 

                           (g)                           Indebtedness  arising  from  the  honoring  by  a  bank  or  other  financial 

         institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary 

         course  of  business  or  other  cash  management  services  in  the  ordinary  course  of  business, 

         provided that (x) such Indebtedness (other than credit or purchase cards) is extinguished within 

         three Business Days of its incurrence and (y) such Indebtedness in respect of credit or purchase 

         cards is extinguished within 60 days from its incurrence; 

                           (h)                                                          (i)  Indebtedness  of  a  Restricted  Subsidiary  acquired  after  the  Closing 

         Date  or  a  Person  merged  into  or  consolidated  with  the  Borrower  or  any  Restricted  Subsidiary 

         after  the  Closing  Date  and  Indebtedness  assumed  in  connection  with  the  acquisition  of  assets, 

         which Indebtedness in each case, exists at the time of such acquisition, merger or consolidation 

         and  is  not  created  in  contemplation  of  such  event  and  where  such  acquisition,  merger  or 

         consolidation  is  permitted  by  this  Agreement;  provided  that  immediately  after  giving  effect 

         thereto: (A) no Default or Event of Default shall have occurred and be continuing or would result 

         therefrom  and  (B)(1)  after  giving  effect  on  a  Pro  Forma  Basis  thereto,  the  Consolidated  Total 

         Leverage  Ratio  is  no  greater  than  6.00:1.00  or  (2)  after  giving  effect  on  a  Pro  Forma  Basis 

         thereto,  the  Consolidated  Total  Leverage  Ratio  is  greater  than  6.00:1.00  and  the  aggregate 

         principal amount of such assumption or incurrence of such Indebtedness at the time of, and after 

         giving  effect  to,  such  acquisition,  merger  or  consolidation  would  not  exceed  $10,000,000, 

         together  with  all  other  Indebtedness,  incurred  under  this  clause  (B)(2);  and  (ii)  any  Permitted 

         Refinancing of such Indebtedness; 

                           (i)                           Capital  Lease  Obligations,  mortgage  financings  and  purchase  money 

         Indebtedness incurred by the Borrower or any Restricted Subsidiary prior to or within 270 days 

         after the acquisition, lease or improvement of the respective asset permitted under this Agreement 

         in  order  to  finance  such  acquisition,  lease  or  improvement,  and  any  Permitted  Refinancing  in 

         respect thereof, in an aggregate principal amount that at the time of, and after giving effect to, the 

         incurrence thereof (together with Indebtedness outstanding pursuant to this paragraph (i) and the 

         Remaining Present Value of leases permitted under Section 7.04) would not exceed the greater of 

         $15,000,000 and 2.0% of Consolidated Total Assets (determined at the time of incurrence of such 

         Indebtedness, but in any event, giving effect to any such acquisition, lease or improvement); 

                           (j)                                                          Capital  Lease  Obligations  incurred  by  the  Borrower  or  any  Restricted 

         Subsidiary  in  respect  of  any  Sale  and  Lease-Back  Transaction  that  is  permitted  under  Section 

         7.04; 

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                           (k)                           other  Indebtedness,  in  an  aggregate  principal  amount  at  any  time 

         outstanding pursuant to this paragraph (k) not in excess of $15,000,000; 

                           (l)                           (i)  Second  Lien  Term  Loans  outstanding  on  the  Closing  Date,  (ii)  any 

         Second  Lien  Incremental  Term  Loans  in  an  aggregate  principal  amount  not  to  exceed  (x)  Cdn. 

         $75,000,000  (or  the  U.S.  Dollar  Equivalent  if  drawn  in  U.S.  Dollars)  less  (y)  the  aggregate 

         principal  amount  of  the  Incremental  Term  Loans  and  Incremental  Revolving  Credit 

         Commitments incurred under Section 2.14(d)(iv)(A) (or any successor or replacement provision 

         thereto)  plus  (z)  additional  Second  Lien  Incremental  Term  Loans  so  long  as  at  the  time  of 

         incurrence thereof, the Consolidated Secured Leverage Ratio, determined on a Pro Forma Basis 

         as of the last day of the most recently ended period of four consecutive fiscal quarters for which 

         financial statements are internally available, as if such Second Lien Incremental Term Loans had 

         been  outstanding  on  the  last  day  of  such  period  (but  excluding  the  cash  proceeds  of  any  such 

         Second  Lien  Incremental  Term  Loans),  does  not  exceed  5.25:1.00  and  (iii)  any  Permitted 

         Refinancing of amounts incurred under the foregoing clauses (i) and (ii); 

                           (m)                                                           Guarantees  (i)  by  the  Loan  Parties  of  the  Indebtedness  of  the  Borrower 

         described in paragraph (l) and (s) of this Section 7.03, (ii) by any Loan Party of any Indebtedness 

         of the Borrower or any Loan Party expressly permitted to be incurred under this Agreement, (iii) 

         by  the  Borrower  or  any  Restricted  Subsidiary  of  Indebtedness  otherwise  expressly  permitted 

         hereunder  of  the  Borrower  or  any  Restricted  Subsidiary  that  is  not  a  Loan  Party  to  the  extent 

         permitted  by  Section  7.02,  (iv)  by  any  Restricted  Subsidiary  that  is  not  a  Loan  Party  of 

         Indebtedness of another Restricted Subsidiary that is not a Loan Party; provided that Guarantees 

         by  any  Loan  Party  under  this  Section  7.03(m)  of  any  Indebtedness  of  a  Person  that  is 

         subordinated  to  other  Indebtedness  of  such  Person  shall  be  expressly  subordinated  to  the 

         Obligations  on  terms  consistent  with  those  used,  or  to  be  used,  for  Subordinated  Intercompany 

         Debt; 

                           (n)                                                          Indebtedness arising from agreements of the Borrower or any Restricted 

         Subsidiary  providing  for  indemnification,  adjustment  of  purchase  price,  earn  outs  or  similar 

         obligations, in each case, incurred or assumed in connection with the acquisition or disposition of 

         any business, assets or a Restricted Subsidiary, other than Guarantees of Indebtedness incurred by 

         any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the 

         purpose of financing such acquisition; 

                           (o)                           Sponsor  Subordinated  Debt;  provided  that  both  immediately  prior  and 

         after giving effect to the incurrence thereof, no Default or Event of Default shall exist or result 

         therefrom; 

                           (p)                           at any time on or prior to November 9, 2013, Indebtedness in respect of 

         the Existing Notes; provided that the Existing Notes Escrow Condition shall be satisfied; 

                           (q)                           Indebtedness supported by a Letter of Credit, in a principal amount not in 

         excess of the stated amount of such Letter of Credit; 

                           (r)                                                          Indebtedness consisting of Permitted Ratio Debt to the extent permitted 

         at the time of incurrence thereof pursuant to the definition thereof; and any Permitted Refinancing 

         thereof; 

                           (s)                           Credit Agreement Refinancing Indebtedness; and 

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