Each U.S Clause Samples

Each U.S. Credit Party shall have duly authorized, executed and delivered an amendment and restatement of the U.S. Security Agreement in the form of the existing U.S. Security Agreement but modified to provide for the following: (1) the obligations relating to the 2003 Senior Secured Notes Documents (and, after the incurrence thereof, any 2003 Senior Secured Note Refinancing Indebtedness) shall be permitted to be secured by Collateral (other than Excluded Collateral) on a “second-priority” basis to the Non-2003 Senior Secured Notes Obligations; (2) the Lien described in preceding clause (1) shall be a “silent” second lien, meaning, inter alia, that until the Credit Agreement is terminated and all Obligations owing under the Credit Agreement have been indefeasibly paid in full in cash, the holders of such Lien shall not have any right to (a) enforce the lien or foreclose upon the Collateral, (b) vote in any bankruptcy or similar proceeding in respect of Holdings or any of its Subsidiaries (any such proceeding, a “Bankruptcy”) with respect to, or take any other actions concerning, the Collateral, (c) receive any proceeds from any sale, transfer or other disposition of the Collateral, (d) oppose any sale, transfer or other disposition of the Collateral, (e) object to any debtor-in-possession financing in any Bankruptcy which is provided by one or more Lenders among others (including on a priming basis), (f) object to the use of cash collateral in respect of the Collateral in any Bankruptcy, or (g) seek or object to the Lenders seeking any adequate protection or relief from the automatic stay with respect to the Collateral in any Bankruptcy; and (3) the grant by the holders of such second lien of a power of attorney in favor of the Collateral Agent to permit the Collateral Agent or the Lenders to effectuate any sale, transfer or other disposition of the Collateral; and such amended and restated U.S. Security Agreement shall (x) otherwise be in form and substance satisfactory to the Collateral Agent and (y) be in full force and effect;

Each U.S. Domiciled Obligor that is a Qualified ECP when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each other U.S. Domiciled Obligor that is a Specified Obligor with respect to such Swap Obligation as may be needed by such Specified Obligor from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP’s obligations and undertakings under this Section 5.11 voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP under this Section shall remain in full force and effect until Full Payment of all Obligations. Each U.S. Domiciled Obligor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support or other agreement” for the benefit of, each Obligor for all purposes of the Commodity Exchange Act.

Each U.S. Term D Lender agrees to make a term loan (each, a “U.S. Term D Loan”) on the Amendment No. 4 Effective Date in Dollars to the U.S. Borrower in an amount equal to such Lender’s U.S. Term D Commitment. Amounts of U.S. Term D Loans repaid or prepaid may not be reborrowed. Each of the Lenders agrees that the U.S. Term D Loans and the U.S. Term D Lenders shall be subject to the terms of the Loss Sharing Agreement to the same extent as the other Term Loans outstanding on the Amendment No. 4 Effective Date (and the Lenders holding such Loans) are subject to the Loss Sharing Agreement.

Each U.S. Offeree of Securities was provided with a copy of the U.S. Memorandum, in the form agreed to by the Corporation and the Agent, including the Base Prospectus or the Prospectus, and each U.S. Purchaser of Securities was provided with a copy of the U.S. Memorandum, including the Prospectus, and no other written material was used in connection with the offer and sale of the Securities to, or for the account or benefit of, a person in the United States or a U.S. Person;

Each U.S. Loan Party has good and marketable title to (or valid and effective title insurance policies covering same), or valid leasehold or subleasehold interests (or applicable local equivalents) in, or other right to use, all its material Property free and clear of all Liens, except for minor defects in title that, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with its ability to conduct its business as currently conducted or to utilize such Properties for their intended purposes and except for Permitted Liens; provided that such U.S. Loan Party’s title in any U.S. Collateral shall be free and clear of all Liens except as set forth in the U.S. Security Documents.

Each U.S. Canadian Term Lender agrees, severally and not jointly, to make a single U.S.Canadian Term Loan in U.S.Canadian dollars to the U.S.Parent Borrower on the FundingFirst Amendment Effective Date, in a principal amount not to exceed the Canadian Dollar Equivalent of such Lender’s U.S.Canadian Term Commitment;

Each U.S. Domiciled Loan Party that is a Qualified ECP when its guaranty of or grant of a Lien as security for a Swap Obligation becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP’s obligations and undertakings under this Section 5.10 voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP under this Section shall remain in full force and effect until Full Payment of the Obligations. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support or other agreement” for the benefit of, each Loan Party for all purposes of the Commodity Exchange Act.