Common use of Canadian Terms Clause in Contracts

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

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

Canadian Terms. In this Agreement, (i) any term defined in this Agreement by reference to the “Uniform Commercial Code” shall also have any extended, alternative or analogous meaning given to such term in applicable Canadian personal property security and other Laws laws (including, without limitation, the PPSAPersonal Property Security Act (Ontario), the Bills of Exchange Act (Canada) and the Depositor, Depository Bills and Notes Act (Canada)), in all cases for the extension, preservation or betterment of the security and rights of the Agent, (ii) all references in this Agreement to “Article 8 of the Code” or “Article 8 of the Uniform Commercial Code” shall be deemed to refer also to applicable Canadian securities transfer Laws laws (including, without limitation, the Securities Transfer Act Xxxxxxxx Xxx, 0000 (Alberta) or similar legislation in any other province of CanadaXxxxxxx)), (iiixxx) all references in this Agreement to the United States Copyright Office or the United States Patent and Trademark Office shall be deemed to refer also to the Canadian Intellectual Property Office and/or the applicable divisions thereofOffice, (iv) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under applicable Canadian personal property security Lawslaws, (v) all references to the United States of America, or to any subdivision, department, agency or instrumentality thereof shall be deemed to refer also to Canada, or to any subdivision, department, agency or instrumentality thereof, (vi) all references to federal or state securities law of the United States shall be deemed to refer also to analogous federal, federal and provincial and territorial securities Laws laws in Canada, (vii) all references to “state or federal bankruptcy laws” shall be deemed to refer also to any in effect insolvency proceeding occurring in Canada or under Canadian law, and (viii) all references to Liens calculations of Dollar amounts which utilize amounts expressed in Canadian Dollars shall be deemed to refer also to hypothecs. In addition, without limiting made using the foregoing, US Dollar Equivalent of such Canadian Dollar amounts in a manner reasonably calculated by the terms “accounts”, “chattel paper”, “goods”, “instruments”, “intangibles”, “proceeds”, “securities”, “investment property”, “document of title”, “inventory” and “equipment”, as and when used in the description of Collateral located in Canada shall have the meanings given to such terms in the PPSAAgent.

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

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

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

Canadian Terms. In this Agreement, (i) any term defined in this Agreement by reference to the “Uniform Commercial Code” UCC shall also have any extended, alternative or analogous meaning given to such term in applicable Canadian personal property security laws and other Laws laws (including, without limitation, the PPSA, the Bills of Exchange Act (Canada) and the Depositor, Depository Bills and Notes Act (Canada)), in all cases for the extension, preservation or betterment of the security and rights of the AgentAgent and the Lenders, (ii) all references in this Agreement to “Article 8 of the Code” or “Article 8 of the Uniform Commercial CodeUCC” shall be deemed to refer also to applicable Canadian securities transfer Laws laws (including, without limitation, the Securities Transfer Act (Alberta) STA or similar legislation in any other province Province of Canada), (iii) all references in this Agreement to the United States Copyright Office or the United States Patent and Trademark Office shall be deemed to refer also to the Canadian Intellectual Property Office and/or the applicable divisions thereof, (iv) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under applicable Canadian personal property security Lawslaws (including, without limitation, the PPSA), (v) all references to the United States of America, or to any subdivision, department, agency or instrumentality thereof shall be deemed to refer also to Canada, or to any subdivision, department, agency or instrumentality thereof, (viiv) all references to federal or state securities law of the United States shall be deemed to refer also to analogous federal, provincial and territorial securities Laws laws in Canada, (viiv) all references to the Bankruptcy Code or “state or federal bankruptcy laws” shall be deemed to refer also to any bankruptcy, insolvency, reorganization, arrangement, compromise or re-adjustment of debt, dissolution, winding-up, corporate or any similar Laws in effect in Canada or under Canadian lawapplicable Laws of Canada (including, for greater certainty, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), and the Winding-Up and Restructuring Act (Canada)), and (viiivi) all references to Liens shall be deemed to refer also to hypothecs. In additionFor greater certainty, without limiting it is hereby understood and agreed by the foregoing, parties hereto that the terms definition and use of the term “accounts”, “chattel paper”, “goods”, “instruments”, “intangibles”, “proceeds”, “securities”, “investment property”, “document of title”, “inventoryPermitted Liens” herein shall mean that such Liens are permitted to exist but shall in no way be interpreted to mean that such Liens are entitled to any priority over the Agent’s security interests and “equipment”, as Liens and when used in the description of Collateral located in Canada Borrower hereby specifically and expressly acknowledges and agrees that any such encumbrances not properly perfected under Law shall have not be entitled to priority over the meanings given Agent’s security interests and Liens and that this Agreement is not intended and shall not confer any rights upon any Person whatsoever who is not a party to such terms in the PPSAthis Agreement.

Canadian Terms. In this Agreement, (i) any term defined in this Agreement by reference to the “Uniform Commercial Code” shall also have any extended, alternative or analogous meaning given to such term in applicable Canadian personal property security and other Laws (including, without limitation, the PPSA, the Bills of Exchange Act (Canada) and the Depositor, Depository Bills and Notes Act (Canada)), in all cases for the extension, preservation or betterment of the security and rights of the Agent, (ii) all references in this Agreement to “Article 8 of the Code” or “Article 8 of the Uniform Commercial Code” shall be deemed to refer also to applicable Canadian securities transfer Laws (including, without limitation, the Securities Transfer Act (Alberta) or similar legislation in any other province of Canada)), (iii) all references in this Agreement to the United States Copyright Office or the United States Patent and Trademark Office shall be deemed to refer also to the Canadian Intellectual Property Office and/or the applicable divisions thereofOffice, (iv) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under applicable Canadian personal property security Lawslaws, (v) all references to the United States of America, or to any subdivision, department, agency or instrumentality thereof shall be deemed to refer also to Canada, or to any subdivision, department, agency or instrumentality thereof, (vi) all references to federal or state securities law of the United States shall be deemed to refer also to analogous federal, provincial and territorial securities Laws laws in Canada, (vii) all references to “state or federal bankruptcy laws” shall be deemed to refer also to any in effect insolvency proceeding occurring in Canada or under Canadian law, and (viii) all references to Liens calculations, comparisons, measurements or determinations under this Agreement shall be deemed to refer also to hypothecs. In additionmade in Dollars and all of the property and assets of the Credit Parties, including, without limiting limitation, its Receivables, Equipment and Inventory, shall be valued in, and converted into, Dollars in accordance with PNC’s customary banking and conversion practices and procedures. For greater certainty, it is hereby understood and agreed by the foregoing, parties hereto that the terms definition and use of the term “accounts”, “chattel paper”, “goods”, “instruments”, “intangibles”, “proceeds”, “securities”, “investment property”, “document of title”, “inventoryPermitted Encumbrances” herein shall mean that such encumbrances are permitted to exist but shall in no way be interpreted to mean that such encumbrances are entitled to any priority over Agent’s security interests and “equipment”, as Liens and when used in the description of Collateral located in Canada Borrowers and Guarantors hereby specifically and expressly acknowledge and agree that any such encumbrances not properly perfected under Applicable Law shall have the meanings given not be entitled to such terms in the PPSApriority over Agent’s security interests and Liens and that this Agreement is not intended and shall not confer any rights upon any Person whatsoever who is not a party to this Agreement.

Canadian Terms. In this Agreement, (ia) any term defined in this Agreement by reference to the “Uniform Commercial Code” shall also have any extended, alternative or analogous meaning given to such term in applicable Canadian personal property security and other Laws laws (including, without limitation, the PPSA, the Bills of Exchange Act (Canada) and the Depositor, Depository Bills and Notes Act (Canada)), in all cases for the extension, preservation or betterment of the security and rights of the Agent, ; (iib) all references in this Agreement to “Article 8 of the Code” or “Article 8 of the Uniform Commercial Code” shall be deemed to refer also to applicable Canadian securities transfer Laws laws (including, without limitation, the Securities Transfer Act (AlbertaBritish Columbia) or similar legislation laws in any other province of Canada), ; (iii) all references in this Agreement to the United States Copyright Office or the United States Patent and Trademark Office shall be deemed to refer also to the Canadian Intellectual Property Office and/or the applicable divisions thereof, (ivc) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under applicable Canadian personal property security Laws, laws; (v) all references to the United States of America, or to any subdivision, department, agency or instrumentality thereof shall be deemed to refer also to Canada, or to any subdivision, department, agency or instrumentality thereof, (vid) all references to federal or state securities law of the United States shall be deemed to refer also to analogous federal, provincial and territorial securities Laws laws in Canada, ; (viie) all references to “state or federal bankruptcy laws” shall be deemed to refer also to any bankruptcy or insolvency laws in effect in Canada or under Canadian law, including the Companies’ Creditors Arrangement Act and the Bankruptcy and Insolvency Act; (viiif) all calculations of collateral values and Dollar amounts which utilize amounts expressed in Canadian Dollars shall be made using the U.S. Dollar Equivalent of such Canadian Dollar amounts in accordance with Agent’s customary banking and conversion practices and procedures; (g) all references to Liens shall be deemed to refer also to hypothecs. In addition, without limiting ; and (h) any two or more amalgamating corporations continuing as an amalgamated corporation shall each be considered to be the foregoing, surviving corporation of the terms “accounts”, “chattel paper”, “goods”, “instruments”, “intangibles”, “proceeds”, “securities”, “investment property”, “document of title”, “inventory” and “equipment”, as and when used in the description of Collateral located in Canada shall have the meanings given to such terms in the PPSAamalgamated corporation.