Execution Version

AMENDMENT No. 4 , dated as of February 1, 2017 (this “ Amendment ”), to the Credit Agreement, dated as of March 28, 2012 (as amended by that certain Amendment No. 1 thereto, dated as of April 2, 2013, as further amended by that certain Amendment No. 2 thereto, dated as of November 17, 2016, as further amended by that certain Amendment No. 3 thereto, dated as of December 19, 2016, and as further amended, restated, modified and supplemented from time to time prior to the date hereof, the “ Credit Agreement ”), by and among TELESAT CANADA (the “ Canadian Borrower ”), TELESAT LLC (the “ U.S. Borrower ”, and, together with the Canadian Borrower, the “ Borrowers ” and, each, a “ Borrower ”), TELESAT HOLDINGS INC. , the Guarantors party thereto, the several banks and other financial institutions or entities from time to time party to the Credit Agreement (each a “ Lender ” and, collectively, the “ Lenders ”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “ Administrative Agent ”), Collateral Agent, Swingline Lender and L/C Issuer; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement (as defined below).

WHEREAS, the Borrower desires an aggregate principal amount of $2,424.0 million of Incremental Term Loan Commitments (the “ Term B-4 Loan Commitments ” and the Loans incurred thereunder, the “ Term B-4 Loans ”) to refinance the existing Term B-3 Loans and, substantially concurrently with, but immediately following, the initial funding under the Term B-4 Loan Commitments, amend the Credit Agreement as described herein (the “ Amendments ”), in each case, on the terms and subject to the conditions set forth herein;

WHEREAS, Section 2.21 of the Credit Agreement provides that the Borrower may, under certain circumstances, request Incremental Term Loan Commitments and may effect such Incremental Term Loan Commitments under the Credit Agreement and, without the consent of any other Lenders, effect such amendments to the Credit Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Canadian Borrower, pursuant to an Incremental Agreement;

WHEREAS, each Lender (any such Lender, a “ Converting Term Lender ”) that has delivered a consent to this Amendment in the form of Exhibit A hereto (a “ Term Consent ”) has agreed, on the terms and conditions set forth herein, to have its outstanding Term B-3 Loans converted into a like principal amount in Dollars (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Amendment No. 4 Effective Date (as defined below)) of Term B-4 Loans, effective as of the Amendment No. 4 Effective Date;

WHEREAS, JPMorgan Chase Bank, N.A. (the “ Additional Term B-4 Lender ”) has agreed to make additional Term B-4 Loans, in a principal amount equal to $2,424.0 million minus the principal amount of any Term B-3 Loans that were converted into Term B-4 Loans on the Amendment No. 4 Effective Date, the proceeds of which together with cash on hand shall be applied to (i) repay in full the then outstanding non-converted Term B-3 Loans (the “ Term Loan Refinancing ”), (ii) pay the Prepayment Premium (as defined below) and (iii) pay fees and expenses related thereto;

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.           Term B-4 Loans; Amendment of the Credit Agreement .

(a)          Effective as of the Amendment No. 4 Effective Date, (i) the Additional Term B-4 Lender hereby acknowledges and agrees that it has a Term B-4 Loan Commitment in an amount equal to $200,350,038.33 and agrees to make Term B-4 Loans in Dollars in a single Borrowing on the Amendment No. 4 Effective Date in accordance with the Amended Credit Agreement and (ii) each Converting Term Lender acknowledges and agrees that, on the terms and conditions set forth herein, its outstanding Term B-3 Loans shall be converted into a like principal amount in Dollars (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Amendment No. 4 Effective Date) of Term B-4 Loans, effective as of the Amendment No. 4 Effective Date. From and after the Amendment No. 4 Effective Date, the Additional Term B-4 Lender and each Converting Term Lender shall be a “Term B-4 Lender” (as defined in the Amended Credit Agreement) for all purposes under the Credit Agreement and the other Loan Documents. The Term B-4 Loans shall be a single, fungible tranche regardless of whether such Term B-4 Loans are made by the Additional Term B-4 Lender or converted from Term B-3 Loans. The Term B-4 Loan Commitments are Incremental Term Loan Commitments and the Term B-4 Loans are Incremental Term Loans, in each case incurred pursuant to Section 2.21 of the Credit Agreement. This Amendment is an Incremental Agreement pursuant to Section 2.21(e) of the Credit Agreement. The Additional Term B-4 Lender and each Converting Term Lender hereby consents to the Amendments described herein.

(b)          The Credit Agreement is, effective as of the Amendment No. 4 Effective Date, hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the pages of the Credit Agreement attached as Exhibit B hereto (as amended, the “ Amended Credit Agreement ”). Schedule 2.01 to the Credit Agreement is, effective as of the Amendment No. 4 Effective Date, hereby amended and restated in its entirety as set forth on Exhibit C hereto. It is understood and agreed that the effectiveness of the Term B-4 Loan Commitments and the consummation of the Term Loan Refinancing shall occur substantially concurrently with, but immediately prior to, the other Amendments.

Section 2.           Representations and Warranties, No Default . The Borrowers hereby represent and warrant that as of the Amendment No. 4 Effective Date, after giving effect to this Amendment, (i) no Default or Event of Default has occurred and is continuing and (ii) all representations and warranties made by any Loan Party contained in the Amended Credit Agreement or in the other Loan Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date); provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date hereof or on such earlier date, as the case may be (after giving effect to such qualification).

Section 3.           Effectiveness . This Amendment shall become effective on the date (such date, the “ Amendment No. 4 Effective Date ”) that the following conditions have been satisfied:

(i)           Consents . The Administrative Agent shall have received an executed signature page to this Amendment (including in the form of a Term Consent) from (a) the Additional Term B-4 Lender and each Converting Term Lender, (b) Lenders constituting the Required Lenders (as defined in the Credit Agreement) immediately after giving effect to the Term B-4 Loan Commitments and the consummation of the Term Loan Refinancing and (c) each Loan Party;

(ii)          Incremental Facility Conditions . After giving effect to the incurrence of the Term B-4 Loans (including the conversion of any Converted Term Loans), the requirements set forth in Section 2.21(b) of the Credit Agreement shall be satisfied;

(iii)         Fees . (a) The Administrative Agent and the Joint Lead Arranger with respect to the Term B-4 Loan Facility shall have received the fees in the amounts previously agreed in writing by the Borrowers to be received on the Amendment No. 4 Effective Date, and all reasonable and documented expenses for which invoices have been presented prior to the Amendment No. 4 Effective Date and (b) the Administrative Agent shall have received, for the ratable account of each of the applicable Term B-3 Lenders (as defined in the Credit Agreement), 1% of the aggregate principal amount of the Term B-3 Loans being prepaid or converted (the “ Prepayment Premium ”);

(iv)         Legal Opinions . The Administrative Agent shall have received favorable legal opinions of (1) Simpson Thacher & Bartlett LLP, counsel to the Loan Parties, (2) Chris DiFrancesco, in-house counsel to the Loan Parties, and (3) Stikeman Elliott LLP, Canadian counsel to the Loan Parties, each covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent;

(v)          Officer’s Certificate . The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrowers dated the Amendment No. 4 Effective Date certifying that (a) all representations and warranties made by any Loan Party contained in the Amended Credit Agreement or in the other Loan Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Amendment No. 4 Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date); provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the Amendment No. 4 Effective Date or on such earlier date, as the case may be (after giving effect to such qualification) and (b) no Default, shall have occurred and be continuing; and

(vi)         Closing Certificates . The Administrative Agent shall have received (i) from each Loan Party either (x) a certification from a manager, director, Secretary or Assistant Secretary or similar officer of such Loan Party that there have been no changes to the certificate or articles of incorporation or organization (or other similar organizational document) of such Loan Party that were delivered to the Administrative Agent on the Amendment No. 2 Effective Date or (y) a copy of the certificate or articles of incorporation or organization (or other similar organizational document), including all amendments thereto, of such Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, (ii) a certificate as to the good standing (where relevant) of each Loan Party organized in the United States or Canada as of a recent date, from such Secretary of State or similar Governmental Authority and (iii) a certificate of a manager, director, Secretary or Assistant Secretary or similar officer of each Loan Party dated the Amendment No. 4 Effective Date certifying that either (x) there have been no changes to the by-laws or operating (or limited liability company) agreement (or other similar organizational document) of such Loan Party that were delivered to the Administrative Agent on the Amendment No. 2 Effective Date or (y) attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement (or other similar organizational document) of such Loan Party as in effect on the Amendment No. 4 Effective Date.

(vii)       The Term Loan Refinancing shall be consummated and all accrued and unpaid interest and fees shall have been paid in connection therewith.

Section 4.           Consent .  Each Person delivering a Term Consent hereto agrees, as applicable, not to make any claims to the Borrower pursuant to Section 2.17 of the Credit Agreement with respect to any loss or expense that such Lender may sustain or incur as a consequence of any event caused by the prepayment of its Term B-3 Loans on the Amendment No. 4 Effective Date.

Section 5.           Post-Closing Matters . Each of the Canadian Borrower and the other Loan Parties covenants and agrees with each Lender that each Loan Party will, and will cause each of the Restricted Subsidiaries to, to the extent not executed and delivered on the Amendment No. 4 Effective Date, unless otherwise agreed by the Administrative Agent in its sole discretion, execute and deliver the documents and complete the tasks set forth on Schedule 5 hereto, in each case within the time limits specified on such schedule (or such later time as the Administrative Agent shall agree in its sole discretion).

Section 6.           Counterparts . This Amendment may be executed in any number of counterparts (including the Term Consents) and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment (including the Term Consents) by facsimile or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 7.           Applicable Law . THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Section 8.           Waiver of Jury Trial . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.

Section 9.           Jurisdiction; Consent to Service of Process . Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Amendment in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Section 10.          Headings . The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 11.          Effect of Amendment . Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agent, in each case under the Amended Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document and nothing herein shall or may be construed as a novation thereof. Except as expressly set forth herein, each and every term, condition, obligation, covenant and agreement contained in the Amended Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect and each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the grant of its Liens on the Collateral made by it pursuant to the Security Documents. From and after the Amendment No. 4 Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Amended Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Amended Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment. Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Amended Credit Agreement as amended hereby and that the amendment of the Credit Agreement pursuant to this Amendment shall not constitute a novation of the Credit Agreement or any other Loan Document as in effect prior to the Amendment No. 4 Effective Date.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

[Telesat Amendment No. 4]

[Telesat Amendment No. 4]

[Telesat Amendment No. 4]

[Telesat Amendment No. 4]

[Telesat Amendment No. 4]

[Telesat Amendment No. 4]

[Telesat Amendment No. 4]

EXHIBIT A

Term Consent

The undersigned Term B-3 Lender hereby irrevocably and unconditionally approves the Amendments and consents to convert 100% of the outstanding principal amount of the Term B-3 Loans held by such Term B-3 Lender (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Amendment No. 4 Effective Date) into Term B-4 Loans in a like principal amount in Dollars .

[Telesat Amendment No. 4]

EXHIBIT B

CREDIT AGREEMENT

Dated as of March 28, 2012,

as Amended by Amendment No. 1 on April 2, 2013,

as further Amended by Amendment No. 2 on November 17, 2016,

as further Amended by Amendment No. 3 on December 19, 2016,

as further Amended by Amendment No. 4 on February 1, 2017

among

TELESAT HOLDINGS INC.,

as Holdings

TELESAT CANADA,

as Canadian Borrower

TELESAT LLC,

as U.S. Borrower

THE GUARANTORS PARTY HERETO

THE LENDERS PARTY HERETO

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, Collateral Agent, Swingline Lender and L/C Issuer

JPMORGAN CHASE BANK, N.A.,

CREDIT SUISSE SECURITIES (USA) LLC,

GOLDMAN SACHS BANK USA,

and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Joint as Sole Lead Arrangers Arranger and Joint Bookrunners Bookrunner for the Term B- 3 4 Loan Facility

CANADIAN IMPERIAL BANK OF COMMERCE,

BMO CAPITAL MARKETS CORP.,

RBC CAPITAL MARKETS,

and

TD SECURITIES (USA) LLC,

as Co-Arrangers for the Term B-3 Loan Facility

CANADIAN IMPERIAL BANK OF COMMERCE,

BMO CAPITAL MARKETS CORP.,

RBC CAPITAL MARKETS,

and

TD SECURITIES (USA) LLC,

as Documentation Agents for the Term B-3 Loan Facility

CANADIAN IMPERIAL BANK OF COMMERCE,

BMO CAPITAL MARKETS CORP.,

RBC CAPITAL MARKETS,

and

TD SECURITIES,

as Joint Lead Arrangers and Joint Book Runners for the Revolving R-2 Facility

JPMORGAN CHASE BANK, N.A.,

CREDIT SUISSE SECURITIES (USA) LLC,

GOLDMAN SACHS BANK USA,

and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Co-Arrangers for the Revolving R-2 Facility

JPMORGAN CHASE BANK, N.A.,

CREDIT SUISSE SECURITIES (USA) LLC,

GOLDMAN SACHS BANK USA,

and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Documentation Agents for the Revolving R-2 Facility

TABLE OF CONTENTS

Exhibits and Schedules

CREDIT AGREEMENT dated as of March 28, 2012 (as amended by Amendment No. 1 on April 2, 2013 and 2013, Amendment No. 2 on November 17, 2016 2016, Amendment No. 3 on December 19, 2016 and Amendment No. 4 on February 1, 2017 ) (this “ Agreement ”), among TELESAT HOLDINGS INC., a Canada corporation (“ Holdings ”; as hereinafter further defined), TELESAT CANADA, a Canada corporation (the “ Canadian Borrower ”; as hereinafter further defined), TELESAT LLC, a Delaware limited liability company and a wholly owned subsidiary of the Canadian Borrower (the “ U.S. Borrower ”; as hereinafter further defined), certain subsidiaries of Holdings as Guarantors, the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A. (“ JPMCB ”), as administrative agent (in such capacity, the “ Administrative Agent ”; as hereinafter further defined), as collateral agent for the Secured Parties (in such capacity, the “ Collateral Agent ”; as hereinafter further defined) and as an L/C Issuer.

WITNESSETH:

WHEREAS, the Canadian Borrower has requested that (a) the Term B- 3 4 Lenders make Term B- 3 4 Loans in an aggregate principal amount of $ 2,430 2,424.0 million and (b) from time to time, the Revolving R-2 Facility Lenders lend to the Canadian Borrower and the L/C Issuers issue Letters of Credit for the account of the Canadian Borrower and its Restricted Subsidiaries under a $200.0 million Revolving R-2 Facility.

NOW, THEREFORE, the Lenders are willing to extend senior secured credit to the Borrowers on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01      Defined Terms . As used in this Agreement, the following terms shall have the meanings specified below:

“ ABR Borrowing ” shall mean a Borrowing comprised of ABR Loans.

“ ABR Loan ” shall mean any ABR Term Loan, ABR Revolving Loan or Swingline Loan.

“ ABR Revolving Borrowing ” shall mean a Borrowing comprised of ABR Revolving Loans.

“ ABR Revolving Loan ” shall mean any Revolving R-2 Facility Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

“ ABR Term Loan ” shall mean any Term Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

“ Acceptable Discount ” shall have the meaning given to it in Section 2.12(f)(iv)(B).

“ Acceptable Prepayment Amount ” shall have the meaning given to it in Section 2.12(f)(iv).

“ Acceptance and Prepayment Notice ” shall mean a notice of the Borrower’s acceptance of the Acceptable Discount in substantially the form of Exhibit N-1.

“ Acceptance Date ” shall have the meaning given to it in Section 2.12(f)(iv)(B).

“ Acceptance Fees ” shall have the meaning assigned to such term in Section 2.13(c)

“ Acquired EBITDA ” shall mean, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary (any of the foregoing, a “ Pro Forma Entity ”) for any period, the amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined using such definitions as if references to Holdings and its Subsidiaries therein were to such Pro Forma Entity and its Subsidiaries), all as determined on a consolidated basis for such Pro Forma Entity in accordance with GAAP.

“ Acquired Entity or Business ” shall have the meaning provided in the definition of the term “Consolidated EBITDA.”

“ Acquisition Consideration ” shall mean, in connection with any acquisition, the aggregate amount (as valued at the fair market value of such acquisition at the time such acquisition is made) of, without duplication: (a) the purchase consideration paid or payable for such acquisition, whether payable at or prior to the consummation of such acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred in connection with such acquisition; provided in each case, that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such acquisition) to be established in respect thereof by Holdings or its Restricted Subsidiaries.

“ Additional Lender ” shall have the meaning assigned to such term in Section 2.21(d).

“ Additional Mortgage ” shall have the meaning assigned to such term in Section 5.10(b).

“ Adjusted LIBO Rate ” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the result of dividing (a) the LIBO Rate in effect for such Interest Period by (b) 1.00 minus the Statutory Reserves applicable to such Eurodollar Borrowing, if any; provided that in no event shall the Adjusted LIBO Rate with respect to (x) the Term B- 3 4 Loans, be less than 0.75% and (y) with respect to the Revolving R-2 Facility, be less than 0.00%.

“ Administrative Agent ” shall mean JPMCB or any successor to JPMCB appointed in accordance with the provisions of Section 8.09, together with any Persons that are appointed as sub-agents in accordance with Section 8.02, in each case, as the administrative agent for the Lenders under this Agreement and the other Loan Documents.

“ Administrative Agent’s Office ” shall mean the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 9.01 , or such other address or account as the Administrative Agent may from time to time notify the Canadian Borrower and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire substantially in the form of Exhibit I or such other form as shall be reasonably acceptable to the Administrative Agent.

“ Affiliate ” shall mean, when used with respect to a specified 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.

“ Affiliated Lender ” shall mean a Non-Debt Fund Affiliate or a Debt Fund Affiliate.

“ Affiliated Lender Assignment and Acceptance ” shall have the meaning provided in Section 9.04(e)(i)(C).

“ Agent Fees ” shall have the meaning assigned to such term in Section 2.13(e).

“ Agent-Related Persons ” shall mean the Administrative Agent and the Collateral Agent, together with their respective Affiliates (including, in the case of JPMCB in its capacity as the Administrative Agent, J.P. Morgan), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“ Agents ” shall mean the Administrative Agent and the Collateral Agent.

“ Agreed Security Principles ” shall mean:

(i)           No Lien or provision of a guarantee by any Person organized outside the United States or Canada shall be made that would:

(a)          result in any breach of corporate benefit, financial assistance, capital preservation, fraudulent preference, thin capitalization rules, retention of title claims or any other law or regulation (or analogous restriction) of the jurisdiction of organization of such Person;

(b)         result in any risk to the officers or directors of such Person of a civil or criminal liability; or

(c)          result in a Lien being granted over assets, the acquisition of which was financed from a subsidy of payments, the terms of which prohibit any assets acquired with such subsidy or payment being used as collateral; provided the Administrative Agent consents to such exclusion (such consent not to be unreasonably withheld).

(ii)          It is expressly acknowledged that in certain jurisdictions (a) it may be impossible or impractical (including for legal and regulatory reasons) to grant guarantees or create security over certain categories of assets in which event such guarantees will not be granted and security will not be taken over such assets or (b) it may take longer than agreed to grant guarantees or create security over certain categories of assets, in which event the Collateral Agent will act reasonably in granting the necessary extension of timing for obtaining such guarantees or security; provided that, in each case with respect to subclauses (a) and (b), the relevant Guarantor has exercised due diligence and reasonable efforts in providing such guarantees or security.

(iii)         It is expressly acknowledged that the form of the Security Documents may vary from the forms attached to the Credit Agreement or Security Documents in order to conform to local requirements and customs as well as potential impracticality of complying with local requirements in respect of every item of collateral.

(iv)        Each Security Document relating to assets or stock of a United States or Canadian telecommunications carrier (as defined in the Telecommunications Act (Canada)) will contain provisions substantially in accordance with Schedule 1.01(b) hereto and shall be deemed to include such provisions whether or not actually included.

“ Agreement ” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“ Agreement Currency ” shall have the meaning assigned to such term in Section 9.17(b).

“ Alternate Base Rate ” shall mean, for any day, a rate per annum equal to (x) in the case of Term B- 3 4 Loans or Revolving R-2 Facility Loans denominated in Dollars, the greatest of (a) the Prime Rate, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the LIBO Rate for a one-month Interest Period determined on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00% or (y) in the case of any other Loans, the Canadian Prime Rate. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate, including the failure of the Federal Reserve Bank of New York to publish rates or the inability of the Administrative Agent to obtain quotations in accordance with the terms thereof, the Alternate Base Rate shall be determined without regard to clause (x)(b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Canadian Prime Rate, the Federal Funds Effective Rate or the LIBO Rate shall be effective on the effective date of such change in the Prime Rate, the Canadian Prime Rate, the Federal Funds Effective Rate or the LIBO Rate, respectively.

“ Amalgamation ” shall have the meaning assigned to such term in Section 6.03(h).

“ Amendment No. 1 ” shall mean Amendment No. 1, dated as of April 2, 2013, to this Agreement.

“ Amendment No. 2 ” shall mean Amendment No. 2, dated as of November 17, 2016, to this Agreement.

“ Amendment No. 2 Effective Date” shall mean November 17, 2016.

“Amendment No. 3” shall mean Amendment No. 3, dated as of December 19, 2016, to this Agreement.

“Amendment No. 4” shall mean Amendment No. 4, dated as of February 1, 2017, to this Agreement.

“Amendment No. 4 Consenting Lender ” shall mean each Lender that provided the Administrative Agent with a counterpart to Amendment No. 2 4 executed by such Lender in accordance with the terms of Amendment No. 2. 4.

“ Amendment No. 2 4 Effective Date ” shall mean November 17, 2016. February 1, 2017.

“ Anti-Terrorism Laws and Anti-Money Laundering Laws ” shall mean Requirements of Law related to terrorism financing or money laundering or sanctions, including the Executive Order or any enabling legislation or implementing legislation relating thereto, the Patriot Act, the Bank Secrecy Act, Part II.1 of the Criminal Code (Canada), the Proceeds of Crime (money laundering) and Terrorist Financing Act (Canada) (“ PCTFA ”), the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (Canada) and the United Nations Al-Qaida and Taliban Regulations (Canada).

“ Applicable Amount ” shall mean the sum of (A) $100.0 million plus (B) if positive, (x) cumulative Consolidated EBITDA from and after the first day of the fiscal quarter during which the Amendment No. 2 Effective Date occurs, to the most recently completed fiscal quarter for which internal financial statements are available immediately preceding the date of the proposed action (for the avoidance of doubt, such cumulative Consolidated EBITDA shall include the Consolidated EBITDA for any such quarters, whether negative or positive); minus (y) 1.4 times the Cumulative Interest Expense; plus (without duplication) (C):

(1)          the aggregate net cash proceeds, and the fair market value of marketable securities or other property other than cash (as determined in good faith by the Board of Directors of Holdings), received by Holdings from the issue or sale (other than to a Restricted Subsidiary) of any class of Equity Interests, including Retired Capital Stock, in Holdings after the Amendment No. 2 Effective Date, other than (A) Disqualified Capital Stock, (B) Equity Interests to the extent the net cash proceeds therefrom are applied as provided for in Section 6.06(b), (C) Refunding Capital Stock and (D) Excluded Contributions; plus

(2)          100% of any cash and the fair market value of marketable securities or other property other than cash (as determined in good faith by the Board of Directors of Holdings) received by Holdings as a capital contribution from its shareholders subsequent to the Amendment No. 2 Effective Date other than any Excluded Contributions or any Cure Amount; plus

(3)          the principal amount (or accreted amount (determined in accordance with GAAP), if less) of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Capital Stock, of Holdings or any Restricted Subsidiary issued after the Amendment No. 2 Effective Date (other than any such Indebtedness or Disqualified Capital Stock to the extent issued to a Restricted Subsidiary), which has been converted into or exchanged for Equity Interests in Holdings (other than Disqualified Capital Stock); plus

(4)          to the extent not already included in Consolidated EBITDA, 100% of the aggregate cash proceeds received by Holdings or a Restricted Subsidiary since the Amendment No. 2 Effective Date from (A) Investments (other than Cash Equivalents), whether through interest payments, principal payments, returns, profits, distributions, income and similar amounts, dividends or other distributions and payments, or the sale or other disposition (other than to Holdings or a Restricted Subsidiary) thereof made by Holdings and its Restricted Subsidiaries and (B) cash dividends from, or the sale (other than to Holdings or a Restricted Subsidiary) of the stock of, an Unrestricted Subsidiary; plus

(5)          if any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, the fair market value of all Investments by Holdings and its Restricted Subsidiaries in such Subsidiary, as determined in good faith by the Board of Directors of Holdings;

less the amount of any Applicable Amount applied pursuant to any permitted usage under this Agreement.

“ Applicable Canadian Pension Legislation ” shall mean, at any time, any applicable Canadian federal or provincial pension benefits standards legislation, including all regulations made thereunder and all rules, regulations, rulings, guidelines, directives and interpretations made or issued by any Governmental Authority in Canada having or asserting jurisdiction in respect thereof, each as amended or replaced from time to time.

“ Applicable Creditor ” shall have the meaning assigned to such term in Section 9.17(b).

“ Applicable Discount ” shall have the meaning given to it in Section 2.12(f)(iii)(B).

“ Applicable Lending Office ” shall mean (i) with respect to any Lender and for each Type of Loan, the “Lending Office” of such Lender (or of an Affiliate of such Lender) designated for such Type of Loan in such Lender’s Administrative Questionnaire or in any applicable Assignment and Acceptance pursuant to which such Lender became a Lender hereunder or such other office of such Lender (or of an Affiliate of such Lender) as such Lender may from time to time specify to the Administrative Agent and the Canadian Borrower as the office by which its Loans of such Type are to be made and maintained and (ii) with respect to any L/C Issuer and for each Letter of Credit, the “Lending Office” of such L/C Issuer (or of an Affiliate of such L/C Issuer) designated on the signature pages hereto or such other office of such L/C Issuer (or of an Affiliate of such L/C Issuer) as such L/C Issuer may from time to time specify to the Administrative Agent and the Canadian Borrower as the office by which its Letters of Credit are to be issued and maintained.

“ Applicable Margin ” shall mean:

(a)          in the case of Term B- 3 4 Loans (i) maintained as ABR Loans, a percentage per annum equal to 2.75 2.00 %, and (ii) maintained as Eurodollar Loans, a percentage per annum equal to 3.75 3.00 %;

(b)          in the case of Revolving R-2 Facility Loans denominated in Canadian Dollars, a rate equal to the following percentages per annum, based upon the Total Leverage Ratio as set forth in the most recent certificate delivered to the Administrative Agent pursuant to Section 5.04(c):

(c)          in the case of Revolving R-2 Facility Loans denominated in Dollars, a rate equal to the following percentages per annum, based upon the Total Leverage Ratio as set forth in the most recent certificate delivered to the Administrative Agent pursuant to Section 5.04(c):

Notwithstanding anything to the contrary in this definition, during the period from the Amendment No. 2 Effective Date until the Section 5.04 Financials have been delivered for the first full fiscal period to occur after the Amendment No. 2 Effective Date, the Applicable Margin for Revolving R-2 Facility Loans shall be determined by reference to the applicable “Pricing Level 1” set forth in the tables above. Any increase or decrease in the Applicable Margin for Revolving R-2 Facility Loans resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date Section 5.04 Financials are delivered to the Administrative Agent; provided that, at the option of the Required Revolving Lenders, the highest pricing level (as set forth in the tables above) shall apply as of the fifth Business Day after the date on which Section 5.04 Financials were required to have been delivered but have not been delivered pursuant to Section 5.04 and shall continue to so apply to and including the date on which such Section 5.04 Financials are so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply).

In the event that the Administrative Agent and the Canadian Borrower determine that any Section 5.04 Financials previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any applicable period than the Applicable Margin applied for such applicable period, then (a) the Canadian Borrower shall as soon as practicable deliver to the Administrative Agent the correct Section 5.04 Financials for such applicable period, (b) the Applicable Margin shall be determined as if the pricing level for such higher Applicable Margin were applicable for such applicable period, and (c) the Canadian Borrower shall within 10 Business Days of demand thereof by the Administrative Agent pay to the Administrative Agent the accrued additional interest owing as a result of such increased Applicable Margin for such applicable period, which payment shall be promptly applied by the Administrative Agent in accordance with this Agreement.

“ Approved Fund ” shall mean any person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered, managed or advised by a Lender, an Affiliate of a Lender or an entity (including an investment advisor) or an Affiliate of such entity that administers, manages or advises a Lender.

“ APT ” shall have the meaning given to it in Section 5.10(e).

“ APT Satellite Agreement ” shall have the meaning given to it in Section 5.10(e).

“ APT Security Agreement ” shall mean, collectively, (a) the Security Agreement dated as of October 8, 2004, by and among APT Satellite Company Limited, Loral Orion Inc. (as assigned to Telesat Satellite LP) and Bank of China (HK) Limited, (b) the APT Parental Guarentee dated as of December 23, 2015, by and among APT Satellite Holdings Limited and Telesat International Limited, (c) the Declaration of Trust dated as of February 5, 2016 by Telesat International Limited, in each case as amended prior to the Amendment No. 2 Effective Date.

“ APT Transponder s” shall mean those transponders subject to (a) that Satellite Transponder Agreement dated as of August 26, 2003 between APT Satellite Company Limited and Loral Orion, Inc. (as assigned to Telesat Satellite LP), as amended as of November 16, 2003 or (y) that Satellite Transponder Agreement dated as of December 23, 2015 between APT Satellite Company Limited and Telesat International Limited.

“ Asset Sale Event ” shall mean any sale, transfer or other disposition of any business units, assets or other property of Holdings or any of the Restricted Subsidiaries not in the ordinary course of business (excluding any sale, transfer or other disposition of assets among the Canadian Borrower and the Guarantors) other than any such event or transaction (or series of related events or transactions) the Net Cash Proceeds of which are equal to or less than $15.0 million. Notwithstanding the foregoing, the term “Asset Sale Event” shall not include any transaction permitted by Section 6.04, other than transactions permitted by Sections 6.04(b) and 6.04(f) if they otherwise qualify under this definition as an Asset Sale Event.

“ Assignment and Acceptance ” shall mean an assignment and acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent and the Canadian Borrower (if required by such assignment and acceptance), substantially in the form of Exhibit A or such other form as shall be approved by the Administrative Agent.

“ Attorney Costs ” shall mean and includes all reasonable and documented or invoiced fees, expenses and disbursements of any law firm or other external counsel.

“ Auction Agent ” means (a) the Administrative Agent or (b) any other financial institution or advisor employed by the Canadian 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 2.12(f); provided that the Canadian 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 Canadian Borrower nor any of its Affiliates may act as the Auction Agent.

“ Auto-Extension Letter of Credit ” shall have the meaning assigned to such term in Section 2.05(c)(iii).

“ Availability Period ” shall mean, in respect of the Revolving R-2 Facility Commitments, the period from and including the Amendment No. 2 Effective Date to the earliest of (A) the Revolving R-2 Facility Maturity Date, (B) the time of the termination of the Revolving R-2 Facility Commitments pursuant to Section 2.09 and (C) the time of termination of the commitment of each Lender to make Revolving R-2 Facility Loans and of the obligation of the L/C Issuers issue, extend or increase Letters of Credit, in each case pursuant to Section 7.01.

“ Available Revolving Unused Commitment ” shall mean, with respect to a Revolving R-2 Facility Lender at any time, an amount equal to the amount by which (a) the Revolving R-2 Facility Commitment of such Revolving R-2 Facility Lender at such time exceeds (b) the Revolving R-2 Facility Credit Exposure of such Revolving R-2 Facility Lender at such time.

“ BA ” shall mean either a depository bill within the meaning of the Depository Bills and Notes Act (Canada) or a bill of exchange within the meaning of the Bills of Exchange Act (Canada), denominated in Canadian Dollars, drawn by the applicable Borrower on a Lender and accepted by a Lender in accordance with this Agreement and bearing such distinguishing letters and numbers as the Lender may determine; and, when used in conjunction with a “BA Borrowing” or a “BA Loan,” shall include BA Equivalent Loan.

“ BA Borrowing ” shall mean a Borrowing comprised of BA Loans.

“ BA Contract Period ” shall mean, relative to any BA Loan, the period beginning on (and including) the date on which such BA Loan is made or continued to (but excluding) the date which is one, two, three or six months thereafter (or twelve months if, at the time of the relevant BA Loan, such term is agreed to by all relevant Lenders), as selected by the applicable Borrower; provided that (i) if any BA Contract Period would end on a day other than a Business Day, such BA Contract Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such BA Contract Period shall end on the next preceding Business Day, (ii) any BA Contract Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such BA Contract Period) shall end on the last Business Day of the last calendar month of such BA Contract Period and (iii) no BA Contract Period shall end after the Term B- 3 4 Loan Maturity Date or the Revolving R-2 Facility Maturity Date, as applicable.

“ BA Discount Rate ” shall mean, with respect to any BA Contract Period for any BA Loan, (a) in the case of any Revolving R-2 Facility Lender named in Schedule I of the Bank Act (Canada), the rate determined by the Administrative Agent to be the average offered rate for bankers’ acceptances for the applicable BA Contract Period quoted on Reuters Screen CDOR (Canadian Dollar Offered Rate) page as of 11:00 a.m. (New York City time) on the first day of such BA Contract Period and (b) in the case of any other Revolving R-2 Facility Lender, (i) the rate per annum set forth in clause (a) above plus (ii) 0.10%; provided that in no event shall the BA Discount Rate be less than 0.00%. In the event that such rate is not quoted on the Reuters Screen CDOR (Canadian Dollar Offered Rate) page (or otherwise on the Reuters screen), the BA Discount Rate for the purposes of this definition shall be determined by reference to such other comparable publicly available service for displaying bankers’ acceptance rates as may be selected by the Administrative Agent, or, if such other comparable publicly available service for displaying bankers’ acceptance rates is not available, the BA Discount Rate shall be the average of the bankers’ acceptance rates quoted by the Reference Banks, as determined by the Administrative Agent, and, in the event that the CDOR rate is not available for any Business Day, the CDOR rate for the immediately previous Business Day for which a CDOR rate is available shall be used.

“ BA Equivalent Loan ” shall have the meaning given to it in Section 2.06(f).

“ BA Loan ” shall mean any Loan made by way of accepting and purchasing BAs on the same date and as to which a single BA Contract Period is in effect, and includes BA Equivalent Loans made on the same date and as to which a single BA Contract Period is in effect.

“ Bail-In Action ” shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” shall mean with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ BIA ” shall mean the Bankruptcy and Insolvency Act (Canada), as amended.

“ Board ” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

“ Board of Directors ” shall mean, 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 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 Offer of Specified Discount Prepayment ” shall mean the offer by Holdings or any of its Restricted Subsidiaries to make a voluntary prepayment of Term Loans at a Specified Discount to par pursuant to Section 2.12(f)(ii).

“ Borrower Solicitation of Discount Range Prepayment Offer ” shall mean the solicitation by Holdings or any of its Restricted Subsidiaries 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 2.12(f)(iii).

“ Borrower Solicitation of Discounted Prepayment Offer ” shall mean the solicitation by any Holdings or any of its Restricted Subsidiaries 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 2.12(f)(iv).

“ Borrowers ” shall mean, collectively, the Canadian Borrower and the U.S. Borrower and shall include, if applicable, any Successor U.S. Borrower or Successor Canadian Borrower.

“ Borrowing ” shall mean any Loans of the same Type and currency made, converted or continued on the same date and, in the case of Eurodollar Loans or BA Loans, as to which a single Interest Period is in effect.

“ Borrowing Minimum ” shall mean (a) in the case of a Term B- 3 4 Loan Borrowing, $5.0 million, (c) in the case of a Revolving R-2 Facility Borrowing denominated in Canadian Dollars, CND$2.0 million, (d) in the case of a Revolving R-2 Facility Borrowing denominated in Dollars, $2.0 million and (e) in the case of a Swingline Borrowing, $1.0 million.

“ Borrowing Multiple ” shall mean (a) in the case of a Term B- 3 4 Loan Borrowing or a Revolving R-2 Facility Borrowing denominated in Dollars, $1.0 million and (b) in the case of a Swingline Borrowing, $500,000.

“ Borrowing Request ” shall mean a request by a Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit B-1 or such other form as may be approved by the Administrative Agent acting reasonably.

“ Business Day ” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or Toronto are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in deposits in the applicable currency in the London interbank market.

“ Buyer ” shall mean any direct or indirect purchaser or purchasers (other than any Person who is a Permitted Investor under clauses (a)(i) through (a)(iii) and (a)(xi) (as it relates to clauses (a)(i) through (a)(iii)) of the definition thereof) of all or a majority of the Equity Interests of Holdings or any parent entity of Holdings in connection with a Permitted Change of Control, which may include a strategic competitor or other company, private equity fund, similar investment fund or sovereign wealth fund, or consortium of companies, private equity funds, similar investment funds or sovereign wealth funds acting in concert, together with the Affiliates of such purchaser or purchasers that consummates a Permitted Change of Control.

“ Calculation Date ” shall mean (a) the last Business Day of each calendar month, (b) each date (with such date to be reasonably determined by the Administrative Agent) that is on or about the date of (i) a Borrowing Request or an Interest Election Request with respect to any Revolving R-2 Facility Loan, (ii) the issuance of a Letter of Credit or (iii) a request for a Swingline Borrowing, and (c) if an Event of Default under Section 7.01(b) or (d) has occurred and is continuing, any Business Day as determined by the Administrative Agent in its sole discretion.

“ Canada Pension Plan ” shall mean the universal pension plan established and maintained by the Federal Government of Canada.

“ Canadian Borrower ” shall have the meaning given to such term in the introductory paragraph of this Agreement and shall include, if applicable, any Successor Canadian Borrower.

“ Canadian Dollar ,” “ CAD ” and “ CND$ ” shall mean the lawful currency of Canada.

“ Canadian Dollar Equivalent ” shall mean, on any date of determination, (a) with respect to any amount in Canadian Dollars, such amount and (b) with respect to any amount in Dollars, the equivalent in Canadian Dollars of such amount as determined by the Administrative Agent pursuant to Section 1.03(b) using the Exchange Rate with respect to Dollars at the time in effect under the provisions of such Section.

“ Canadian Letter of Credit ” shall mean a Letter of Credit denominated in Canadian Dollars.

“ Canadian Pension Event ” shall mean, with respect to any Canadian Plan, (a) the termination or wind-up, in full or in part, of such Canadian Plan (including the institution of any steps by any Person to terminate or wind-up or order the termination or wind-up, in full or in part, of such Canadian Plan) or any act or omission with respect to such Canadian Plan that, individually or in the aggregate, could reasonably be expected to adversely affect the tax status of such Canadian Plan or result in any liability, fine or penalty on any Loan Party or (b) the failure to make full payment when due of all amounts which, under the provisions of such Canadian Plan, any agreement relating thereto or Applicable Canadian Pension Legislation, any Loan Party is required to pay as contributions thereto.

“ Canadian Plan ” shall mean any plan, program, agreement or arrangement that is a pension plan for the purposes of Applicable Canadian Pension Legislation or under the Income Tax Act (Canada) (whether or not registered under such law) that is maintained or contributed to, or to which there is or may be an obligation to contribute, by Holdings or any of its Subsidiaries in respect of their respective employees in Canada, but does not include the Canada Pension Plan or the Quebec Pension Plan that is mandated by the Government of Canada or the Province of Quebec, respectively.

“ Canadian Prime Rate ” shall mean on any date with respect to ABR Loans denominated in Canadian Dollars, a fluctuating rate of interest per annum (rounded upward, if necessary, to the next highest 1/100 of 1%) equal to the higher of: (a) the rate of interest per annum determined by taking the average of the determination by each of the Reference Banks as its reference rate in effect on such day for determining interest rates for Canadian Dollar denominated commercial loans in Canada; and (b) the BA Discount Rate in effect on that day, as determined by the Reference Banks for one month bankers’ acceptances plus 3/4 of 1%.

“ Canadian Prime Rate Borrowing ” shall mean a Borrowing comprised of Canadian Prime Rate Loans.

“ Canadian Prime Rate Loan ” shall mean any Loan bearing interest at a rate determined by reference to the Canadian Prime Rate in accordance with the provisions of Article II.

“ Canadian Security Agreements ” shall mean (i) a security agreement substantially in the form of Exhibit D-2 among the Loan Parties organized in Canada and the Collateral Agent for the benefit of the Secured Parties and (ii) each deed of hypothec substantially in the form of Exhibit H between each Loan Party organized under the laws of the Province of Quebec or having its chief executive office or domicile in Quebec or tangible property (not ordinarily used in more than one jurisdiction) in Quebec, each debenture issued by each such Loan Party under each such deed of hypothec and each pledge agreement between each such Loan Party and the Collateral Agent with respect to each such debenture, provided that the form of deed of hypothec ( Exhibit H ) may be modified for the purposes of any deed of hypothec executed after the coming into force on April 21, 2015 of the amendments to Article 2692 of the Civil Code of Quebec in order to reflect such amendments, including the removal of the provisions relating to the creation, issuance and securing of debentures, and constituting each hypothec thereunder as security for the Secured Obligations.

“ Canadian Term B-2 Loan ” shall mean each of the term loans made to the Canadian Borrower in Canadian Dollars in connection with Amendment No. 1.

“ Cancom Agreement ” shall have the meaning given to it in Section 9.18.

“ Capital Expenditures ” shall mean, for any period, the aggregate of, without duplication, (a) all expenditures (whether paid in cash or accrued as liabilities) by Holdings and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment reflected in the consolidated balance sheet of Holdings and its Restricted Subsidiaries, (b) all Capitalized Software Expenditures and Capitalized Research and Development Costs during such period and (c) all fixed asset additions financed through Finance Lease Obligations incurred by Holdings and the Restricted Subsidiaries and recorded on the balance sheet in accordance with GAAP during such period; provided that the term “Capital Expenditures” shall not include (i) expenditures made in connection with the replacement, substitution, restoration or repair of assets (A) to the extent financed from insurance proceeds paid on account of the loss of or damage to the assets being replaced, restored or repaired or (B) with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously 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, (iii) the purchase of plant, property or equipment made within two years of the sale of any asset to the extent purchased with the proceeds of such sale (except to the extent that such proceeds otherwise increase Consolidated Net Income for purposes of calculating Excess Cash Flow for such period), (iv) expenditures that constitute any part of Consolidated Lease Expense, (v) capitalized interest in connection with the purchase of Satellites, (vi) expenditures that are accounted for as capital expenditures of such person and that actually are paid for, or reimbursed, by a third party (other than Holdings or any Subsidiary thereof) for which neither Holdings nor any Subsidiary thereof 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), (vii) expenditures to the extent they are made with proceeds of the issuance of Equity Interests of Holdings after the Closing Date which are contributed to the common equity of Interco, (viii) the book value of any asset owned by Holdings or any Restricted Subsidiary 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 (x) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such asset was originally acquired, (ix) any capitalized interest expense and internal costs reflected as additions to property, plant or equipment in the consolidated balance sheet of Holdings and the Restricted Subsidiaries or capitalized as Capitalized Software Expenditures and Capitalized Research and Development Costs for such period and (x) any non-cash compensation or other non-cash costs reflected as additions to property, plant and equipment, Capitalized Software Expenditures and Capitalized Research and Development Costs in the consolidated balance sheet of Holdings and the Restricted Subsidiaries.

“ Capitalized Research and Development Costs ” shall mean, for any period, all research and development costs that are, or are required to be, in accordance with GAAP, reflected as capitalized costs on the consolidated balance sheet of Holdings and the Restricted Subsidiaries.

“ Capitalized Software Expenditures ” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by Holdings and the Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of Holdings and the Restricted Subsidiaries.

“ Cash Collateralize ” shall mean to pledge and deposit with or deliver to the Collateral Agent, for the benefit of the L/C Issuers and the Revolving R-2 Facility Lenders, as collateral for the L/C Obligations, cash or deposit balances pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuers.

“ Cash Equivalents ” shall mean:

(i)          securities or obligations issued or unconditionally guaranteed by the United States government, the Government of Canada or any agency or instrumentality thereof, in each case having maturities of not more than 24 months from the date of acquisition thereof;

(ii)         securities or obligations issued by any state of the United States of America, any province of Canada or any political subdivision of any such state or province, or any public instrumentality thereof, having maturities of not more than 24 months from the date of acquisition thereof and, at the time of acquisition, having an investment grade rating generally obtainable from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then from another nationally recognized rating service);

(iii)        commercial paper and variable or fixed rate notes issued by any Lender or any bank holding company owning any Lender or any variable rate notes issued by, or guaranteed by, any domestic corporation not an Affiliate of the Canadian Borrower rated (x) A-1 (or the equivalent thereof) or better by S&P, or (y) P-1 (or the equivalent thereof) or better by Moody’s, and maturing within one year of the date of acquisition;

(iv)        commercial paper maturing no more than 12 months after the date of creation thereof and, at the time of acquisition, having a rating of at least A-2 or P-2 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service);

(v)         domestic and LIBOR certificates of deposit or bankers’ acceptances maturing no more than two years after the date of acquisition thereof issued by any Lender or any other bank having combined capital and surplus of not less than $250.0 million in the case of domestic banks and $100.0 million (or the Dollar Equivalent thereof) in the case of foreign banks;

(vi)        auction rate securities rated at least Aa3 by Moody’s and AA- by S&P (or, if at any time either S&P or Moody’s shall not be rating such obligations, an equivalent rating from another nationally recognized rating service);

(vii)       repurchase agreements with a term of not more than 30 days for underlying securities of the type described in clauses (i), (ii) and (v) above entered into with any bank meeting the qualifications specified in clause (v) above or securities dealers of recognized national standing;

(viii)      repurchase obligations with respect to any security that is a direct obligation or fully guaranteed as to both credit and timeliness by the Government of Canada or any agency or instrumentality thereof, the obligations of which are backed by the full faith and credit of the Government of Canada, in either case entered into with any Canadian I or II bank or any trust company (acting as principal);

(ix)         repurchase agreements with a term of not more than one year with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $250.0 million for direct obligations issued by or fully guaranteed by the United States of America in which the Canadian Borrower or one or more of its Restricted Subsidiaries shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

(x)          marketable short-term money market and similar funds (x) either having assets in excess of $250.0 million or (y) having a rating of at least A-2 or P-2 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service in the United States);

(xi)         shares of investment companies that are registered under the Investment Company Act of 1940 and 95% the investments of which are one or more of the types of securities described in clauses (i) through (x) above; and

(xii)        in the case of Investments by Holdings or any Subsidiary organized or located in a jurisdiction other than the United States (or any political subdivision or territory thereof), or in the case of Investments made in a country outside the United States of America, other customarily utilized high-quality Investments in the country where such Subsidiary is organized or located or in which such Investment is made, all as reasonably determined in good faith by the Canadian Borrower.

“ Cash Management Agreement ” shall mean any agreement or other instrument governing Cash Management Obligations.

“ Cash Management Bank ” shall mean any Person that, at the time it provides any cash management services pursuant to a Cash Management Agreement, is a Lender, Agent or Joint Lead Arranger or an Affiliate of a Lender, Agent or Joint Lead Arranger, or The Bank of Nova Scotia or an Affiliate thereof, each in its capacity as a party to such Cash Management Agreement, or any Person that shall have become a Lender, Agent or Joint Lead Arranger or an Affiliate of a Lender, Agent or Joint Lead Arranger at any time after it has provided any cash management services pursuant to a Cash Management Agreement.

“ Cash Management Obligation ” shall mean, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person in respect of cash management services (including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements) provided by any Cash Management Bank to Holdings or any of its Restricted Subsidiaries, including obligations for the payment of agreed interest and reasonable, fees, charges, expenses, Attorney Costs and disbursements in connection therewith.

“ Casualty Event ” shall mean, with respect to any property (including any Satellite) of any Person, any loss of or damage to, or any condemnation or other taking by a Governmental Authority of, such property for which such Person or any of its Restricted Subsidiaries receives insurance proceeds, or proceeds of a condemnation award or other compensation.

“ CCAA ” shall mean the Companies’ Creditors Arrangement Act (Canada), as amended.

“ Change in Law ” shall mean (a) the adoption of any law, rule or regulation after the Amendment No. 2 Effective Date, (b) any change in law, rule or regulation or in the official interpretation or application thereof by any Governmental Authority after the Amendment No. 2 Effective Date or (c) compliance by any Lender or L/C Issuer (or, for purposes of Section 2.16(b), by any lending office of such Lender or by such Lender’s or L/C Issuer’s holding company, if any) with any written request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Amendment No. 2 Effective Date. Notwithstanding anything to the contrary herein, it is understood and agreed that (x) the Dodd–Frank Wall Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173) and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Basel Committee on Banking Regulations and Supervision pursuant to Basel III, and, in each case, all interpretations and applications thereof and any compliance by a Lender with any request or directive relating thereto, shall, for the purposes of this Agreement, be deemed to be adopted subsequent to the Amendment No. 2 Effective Date.

“ Change of Control ” shall mean and be deemed to have occurred if (a) at any time prior to a Qualified IPO, (i) Permitted Investors shall at any time not own, in the aggregate, directly or indirectly, beneficially and of record, at least 30% of the voting power of the outstanding Voting Stock of Holdings (other than as the result of one or more widely distributed offerings of the common stock of Holdings or any direct or indirect holding company of Holdings, in each case whether by Holdings or the Permitted Investors) and/or (ii) any Person or “group” or entity (within the meaning of Section 13(d) or 14(d) of the Exchange Act (or any successor provision)), other than any one or more Permitted Investors (and excluding any employee benefit plan of such Person or “group” or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), shall at any time have acquired direct or indirect beneficial ownership of a percentage of the voting power of the outstanding Voting Stock of Holdings that exceeds the percentage of the voting power of such Voting Stock then beneficially owned, in the aggregate, by Permitted Investors, unless, in the case of either clause (i) or (ii) above, Permitted Investors have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of the Board of Directors of Holdings; (b) at any time on or after a Qualified IPO, any Person or “group” or entity (within the meaning of Section 13(d) or 14(d) of the Exchange Act (or any successor provision)), other than any combination of Permitted Investors (and excluding (i) any employee benefit plan of such Person or “group” or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and (ii) in the case where the entity that engaged in a Qualified IPO is a limited partnership, the general partner of which is owned by a convenience party, such as a trust for the benefit of a charity, such general partner and such convenience party (but not any other Person or “group” who has the right to direct the general partner in its capacity as such), shall at any time have acquired direct or indirect beneficial ownership of at least 35% of the voting power of the outstanding Voting Stock of Holdings, unless the percentage of the voting power of the outstanding Voting Stock of Holdings acquired by such person, entity or group does not exceed the percentage of the voting power of the outstanding Voting Stock of Holdings then beneficially owned, in the aggregate, by the Permitted Investors; (c) there is a sale, lease or transfer, in one or more series of transactions (other than by way of a transaction permitted by Section 6.03), of all or substantially all of the assets of Holdings and its Restricted Subsidiaries, taken as a whole, to any Person other than one or more Permitted Investors; (d) at any time Continuing Directors shall not constitute at least a majority of the Board of Directors of Holdings; (e) a Change of Control (as defined in the Senior Notes (or any Permitted Refinancing thereof)) shall have occurred; and/or (f) other than in connection with a transaction permitted under Section 6.03 in which Holdings merges, amalgamates or consolidates with or into the Canadian Borrower or Successor Canadian Borrower, Holdings shall cease to own, directly or indirectly, 100% of the Voting Stock of the Borrowers.

Notwithstanding the preceding or any provision of Section 13(d) or 14(d) of the Exchange Act (or any successor provision), (i) a Person, entity or “group” shall not be deemed to beneficially own securities subject to an equity or asset purchase agreement, merger agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the transactions contemplated by such agreement, (ii) if any “group” includes one or more Permitted Investors, the issued and outstanding Voting Stock of Holdings beneficially owned, directly or indirectly, by any Permitted Investors that are part of such “group” shall not be treated as being beneficially owned by any other member of such “group” for purposes of determining whether a Change of Control has occurred and (iii) a Person, entity or “group” will not be deemed to beneficially own the Voting Stock of another Person as a result of its ownership of Voting Stock or other securities of such other Person’s parent entity (or related contractual rights) unless it owns more than 50.0% of the total voting power of the Voting Stock of such parent entity. For purposes of this definition, except with respect to clause (c) or (d) hereunder, and any related definition to the extent used for purposes of this definition, at any time when more than 50.0% of the total voting power of the Voting Stock of Holdings is directly or indirectly owned by a parent entity, all references to Holdings shall be deemed to refer to its ultimate parent entity that directly or indirectly owns such Voting Stock.

“ Charges ” shall have the meaning assigned to such term in Section 9.09.

“ CIBC ” shall mean Canadian Imperial Bank of Commerce.

“ CIP Regulations ” shall have the meaning assigned to such term in Section 8.06(b).

“ Class ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving R-2 Facility Loans, Term B- 3 4 Loans, Incremental Term Loans (of a Class), Extended Term Loans (of the same Extension Series), Extended Revolving Credit Loans (of the same Extension Series and any related swingline loans thereunder) or Swingline Loans, and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving R-2 Facility Commitment, a Term B- 3 4 Loan Commitment, an Incremental Term Loan Commitment (of the same Class), an Extended Revolving Credit Commitment (of the same Extension Series and any related swingline commitment thereunder), an Replacement Revolving Credit Commitment (of the same Class and any related swingline commitment thereunder) or a Swingline Commitment, and when used in reference to any Lender, refers to whether such Lender has a Loan or Commitment of such Class.

“ Closing Date ” shall mean March 28, 2012.

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

“ Collateral ” shall mean all property and assets (including Equity Interests) subject to a Lien created under any Security Document and shall also include the Mortgaged Properties.

“ Collateral Agent ” shall mean JPMCB or any successor thereto appointed in accordance with the provisions of Section 8.09, together with any Persons that are appointed as sub-agents in accordance with Section 8.02, in each case, as the collateral agent for the Secured Creditors.

“ Collateral and Guarantee Requirements ” shall mean, subject to the Agreed Security Principles and Section 5.10, the requirements that:

(a)          as of the Closing Date, all of the Loan Documents described in Schedule 1.01(a) shall have been executed and delivered Holdings, the Borrowers and the Subsidiary Loan Parties party thereto, as applicable, and, to the extent applicable under the relevant governing law, all Liens created by the pledging of securities and/or other instruments shall have been perfected (by the pledging of such securities and/or instruments or otherwise); provided , however , that with respect to any Collateral the security interest or hypothec in which may not be perfected or published by filing of UCC and PPSA financing statements or applications for registration in the Quebec register of personal and moveable real rights (the “ PMRR ”) or the possession of stock certificates, if the perfection or publication of the Collateral Agent’s security interest or hypothec, as applicable, in such Collateral may not be accomplished prior to the Closing Date after the Canadian Borrower’s use of commercially reasonable efforts to do so, then delivery of documents and instruments for perfection or publication of such security interest or hypothec, as applicable, shall not constitute a condition precedent under Section 4.02 of this Agreement and the Canadian Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to perfect and publish such security interests and hypothecs, within 90 days after the Closing Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion) (it being understood that commercially reasonable efforts in this context shall mean at a minimum that UCC and PPSA financing statements and applications for registration in the PMRR have been filed for each of the Loan Parties and stock certificates of entities organized in the United States or Canada shall have been delivered);

(b)         in the case of any Subsidiary that becomes a Subsidiary Loan Party after the Amendment No. 2 Effective Date, the Administrative Agent shall have received, unless it has waived such requirement for such Subsidiary Loan Party (for reasons of cost, legal limitations, tax consequences or such other matters as deemed appropriate by the Administrative Agent, acting reasonably), an executed subsidiary joinder agreement substantially in the form of Exhibit J or such other form as shall be reasonably acceptable to the Administrative Agent and execute such Security Documents (other than in respect of real property which is the subject of another clause), by way of joinder or otherwise that the Administrative Agent may reasonably request;

(c)         all the Equity Interests of Subsidiaries that are acquired by a Loan Party after the Amendment No. 2 Effective Date shall be pledged pursuant to the Security Documents; provided that Equity Interests in Subsidiaries that collectively account for less than 5% of the consolidated assets and revenues shall not be subject to this provision;

(d)         the Collateral Agent shall have received all certificates or other instruments (if any) representing all Equity Interests of Subsidiaries required to be pledged pursuant to any of the paragraphs above, together with stock powers or other instruments of transfer with respect thereto endorsed in blank, in each case to the extent reasonably requested by counsel to the Collateral Agent, or such other action shall have been taken as required under applicable law to perfect a security interest in such Equity Interests as reasonably requested by counsel to the Administrative Agent;

(e)         all Indebtedness for borrowed money that is owing to any Loan Party shall have been pledged pursuant to a Security Document and all such Indebtedness (other than intercompany debt evidenced by the Intercompany Note which has already been pledged to the Collateral Agent pursuant to the Security Documents) having a principal amount that has a Dollar Equivalent in excess of $3,000,000 (other than intercompany current liabilities incurred in the ordinary course of business) shall, if requested by the Administrative Agent and if relevant under the applicable governing law of such Security Document, be evidenced by a promissory note or an instrument and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank;

(f)          all documents and instruments required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents (in each case, including any supplements thereto) and perfect such Liens to the extent required by, and with the priority required by, the Security Documents, shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or the recording concurrently with, or promptly following (except as provided in Section 5.11), the execution and delivery of each such Security Document;

(g)         except as provided in Section 5.11, the Collateral Agent shall have received on the Closing Date (in the case of each of those properties designated as a Mortgaged Property as set forth on Schedule 1.01(c) ) or within the time period set forth in Section 5.10 (in the case of Additional Mortgages), (i) counterparts of a Mortgage with respect to each property designated as a Mortgaged Property as set forth on Schedule 1.01(c) hereto or Additional Mortgages required to be delivered pursuant to Section 5.10 duly executed and delivered by the record owner or holder of such real property, (ii) a paid Title Policy or Title Policies issued by the Title Company insuring the Lien of each such Mortgage as a valid Lien on the property described therein, free of any other Liens other than Permitted Liens, (iii) with respect to Additional Mortgages covering properties located in the United States, a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Canadian Borrower and each Loan Party relating thereto) and, if applicable, evidence of flood insurance and (iv) such Surveys, existing appraisals and legal opinions as the Administrative Agent may reasonably request with respect to any such Mortgaged Property;

(h)          [Reserved]; and

(i)           except as provided in Section 5.11, each Loan Party shall have obtained all material consents and approvals required under this Agreement to be obtained by it in connection with (A) the execution, delivery and performance of all Security Documents (or supplements thereto) to which it is a party and (B) the granting by it of the Liens under each Security Document to which it is party.

“ Commitment Fee Rate ” shall mean a rate equal to 0.40% per annum.

“ Commitments ” shall mean (a) with respect to any Lender, such Lender’s Revolving R-2 Facility Commitment, or Term B- 3 4 Loan Commitment, (b) with respect to any Swingline Lender, its Swingline Commitment and (c) any commitment to make Incremental Term Loans extended by such Lender as provided in Section 2.21.

“ Commodity Exchange Act ” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“ Compliance Certificate ” shall mean the certificate required to be delivered by the Canadian Borrower to the Administrative Agent under Section 5.04(c).

“ Consolidated Depreciation and Amortization Expense ” means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP; provided that, in the event any item that represents an accrual or reserve for a cash expenditure in a future period is included in Consolidated Depreciation and Amortization Expense, the actual cash expenditure in such future period shall reduce Consolidated EBITDA.

“ Consolidated EBITDA ” shall mean, with respect to Holdings and the Restricted Subsidiaries on a consolidated basis, for any period, an amount equal to Consolidated Net Income for such period

(1)          increased (without duplication) by:

(a)         Consolidated Income Tax Expense accrued for such period to the extent deducted in determining Consolidated Net Income for such period; plus

(b)         Consolidated Interest Expense for such period to the extent deducted in determining Consolidated Net Income for such period; plus

(c)         Consolidated Depreciation and Amortization Expense of such Person for such period to the extent such depreciation and amortization were deducted in computing Consolidated Net Income; plus

(d)         to the extent deducted in arriving at Consolidated Net Income, foreign withholding Taxes paid or accrued in such period; plus

(e)         any expenses or charges related to any Qualified IPO, Investment permitted by this Agreement, acquisition, disposition, issuance of Indebtedness permitted to be incurred by this Agreement, any Permitted Change of Control, any Permitted Refinancing or any amendment or other modification of any debt instrument (whether or not successful), including any fees, expenses and charges related thereto and deducted in computing Consolidated Net Income; plus

(f)          the amount of any restructuring charges or reserves deducted in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions and costs related to closure of facilities; plus

(g)         any other non-cash charges reducing Consolidated Net Income for such period, excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period; plus

(h)         the amount of any minority interest expense deducted in calculating Consolidated Net Income (less the amount of any cash dividends paid to the holders of such minority interests); plus

(i)          to the extent deducted in arriving at Consolidated Net Income, the annual consulting fee payable pursuant to the Consulting Agreement as in effect on the Amendment No. 2 Effective Date pursuant to Section 6.12(h); plus

(j)          Transaction Expenses; plus

(k)         solely for purposes of Section 6.12(h) and the Financial Performance Covenant, in the event of any loss of any Satellite during the applicable Test Period, 90% of the contracted for revenues that would reasonably have been expected to be realized but for such loss for that portion of the period following such loss attributable to such Satellite (less revenue actually realized in respect of such Satellite during such period after such event of loss) so long as insurance for such Satellite required to be maintained pursuant to Section 5.02 is maintained in accordance with the terms thereof and Holdings or a Restricted Subsidiary has filed a notice of loss with the applicable insurers and believes in good faith that the insurers will pay funds (and the applicable insurer(s) have not indicated that they will not pay such funds) in amounts that Holdings or the Canadian Borrower reasonably believes will be sufficient, together with cash on hand (other than cash resulting from drawings under the Revolving R-2 Facility) and cash from operations, to replace such Satellite with a replacement Satellite that generates annual revenues for Holdings and its Restricted Subsidiaries not less than the revenue generated by such replaced Satellite during the four-quarter period ended immediately prior to such event of loss; but such amounts may only be added to Consolidated EBITDA so long as Holdings or the applicable Restricted Subsidiary intends promptly to replace such Satellite and is working reasonably to do so ( provided that the amount added to Consolidated EBITDA under this clause (k) shall not exceed $100.0 million for any Test Period); plus

(l)          pro forma adjustments, including pro forma “run rate” cost savings, operating expense reductions, and other synergies related to mergers, business combinations, acquisitions, dispositions and other similar transactions, or related to restructuring initiatives, cost savings initiatives and other initiatives, in each case projected by the Canadian Borrower in good faith to result from actions that have been taken, actions with respect to which substantial steps have been taken or actions that are expected to be taken (in each case, in the good faith determination of the Canadian Borrower), in any such case, within six fiscal quarters after the date of consummation of such merger, business combination, acquisition, disposition or other similar transaction or the initiation of such restructuring initiative, cost savings initiative or other initiative; provided , that the aggregate amount of all such pro forma adjustments pursuant to this clause (l) or Sections 1.07(c) or (f) in any Test Period that are included in Consolidated EBITDA for such Test Period shall not exceed 20% of Consolidated EBITDA for such Test Period (in each case, calculated before giving effect to any such adjustment); provided , further , that, for the purpose of this clause (l), (i) any such adjustments shall be added to Consolidated EBITDA for each Test Period until fully realized and shall be calculated on a pro forma basis as though such adjustments had been realized on the first day of the relevant Test Period and shall be calculated net of the amount of actual benefits realized from such actions, (ii) any such adjustments shall be reasonably identifiable and factually supportable and (iii) no such adjustments shall be added pursuant to this clause (l) to the extent duplicative of any items related to adjustments included in the definition of Consolidated Net Income or pursuant to the effects of Section 1.07 (it being understood that for purposes of the foregoing and Section 1.07 “run rate” shall mean the full recurring benefit that is associated with any such action); plus

(m)         [reserved];

(n)          non-cash charges related to stock compensation expense and non-cash pension expenses determined in accordance with GAAP; plus

(o)          management fees paid to the Permitted Investors and other management, monitoring, consulting and advisory fees and related expenses paid directly by the Borrowers or any Restricted Subsidiary pursuant to Section 6.12(h); plus

(p)          losses on asset sales (other than asset sales in the ordinary course of business) and losses from the early extinguishment of Indebtedness or hedging obligations or other derivative instruments; plus

(q)          to the extent not already included in items (a) through ( t p ) above, extraordinary losses (or minus the amount of any gains related thereto) and unusual or non-recurring charges (or minus the amount of any gains related thereto) (including, but not limited to, impairment losses, cost of debt retirement, restructuring, severance, relocation costs and one-time compensation charges); and

(2)          decreased by (without duplication): non-cash gains increasing Consolidated Net Income of Holdings and the Restricted Subsidiaries for such period, excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period, and including gains on asset sales (other than asset sales in the ordinary course of business) and gains from the early extinguishment of Indebtedness or hedging obligations or other derivative instruments;

(3)          increased or decreased by any net non-cash loss or gain resulting from Swap Obligations and, other than for purposes of calculating the Applicable Amount, any cash loss or gain resulting from Swap Obligations;

(4)          increased or decreased by any non-cash loss or gain on changes in fair value of financial instruments and non-cash loss or gains resulting from changes in foreign exchange rates;

in each case, as determined on a consolidated basis for Holdings and the Restricted Subsidiaries in accordance with GAAP, provided that

(i)           there shall be excluded from Consolidated Net Income and the determination of Consolidated EBITDA for any period the effects of significant changes in accounting or reporting principles or practices since the time of this Agreement; provided that, notwithstanding the foregoing, to the extent the functional or presentation currency is changed, any related effects shall not be excluded; and

(ii)          [reserved];

(iii)         there shall be excluded from Consolidated Net Income and the determination of Consolidated EBITDA for any period the effects of adjustments in component amounts required or permitted by ASC 805, ASC 350 and related or similar authoritative pronouncements pursuant to IFRS, as a result of Permitted Acquisitions or the amortization or write-off of any amounts in connection therewith and related financings thereof; and

(iv)         (x) there shall be included in determining Consolidated EBITDA for any period the Acquired EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) acquired to the extent not subsequently sold, transferred or otherwise disposed of (but not including the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired) by Holdings or any Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “ Acquired Entity or Business ”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “ Converted Restricted Subsidiary ”), in each case based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition or conversion) and (y) for purposes of determining the First Lien Leverage Ratio and the Senior Secured Leverage Ratio only, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of, closed or classified as discontinued operations by Holdings or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “ Sold Entity or Business ”), and the Acquired EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each, a “ Converted Unrestricted Subsidiary ”), in each case based on the actual Acquired EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer, disposition or conversion); and

(v)          (i) except as provided in clause (iv) above, there shall be excluded from Consolidated EBITDA for any period the income or loss from continuing operations before income taxes and extraordinary items of all Unrestricted Subsidiaries for such period to the extent otherwise included in Consolidated Net Income, except to the extent any such income is actually received in cash by Holdings or its Restricted Subsidiaries or such losses funded by Holdings or a Restricted Subsidiary in cash, in each case during such period through dividends or other distributions and (ii) to the extent not covered in (i) above, there shall be included in calculating Consolidated EBITDA, the amount of any cash dividends or other cash distributions paid by any Unrestricted Subsidiary or joint venture to Holdings or any Restricted Subsidiary.

“ Consolidated First Lien Secured Debt ” shall mean all Consolidated Total Secured Debt secured by a Lien that is not subordinated in lien priority to the Liens on the Collateral securing the Obligations.

“ Consolidated Income Tax Expense ” shall mean, with respect to Holdings and the Restricted Subsidiaries for any period, the provision for federal, state, local and foreign taxes based on income or profits (including franchise taxes) payable by Holdings and the Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP.

“ Consolidated Interest Expense ” shall mean, for any period, the cash interest expense (including that attributable to Finance Lease Obligations in accordance with GAAP), net of cash interest income earned on cash and Cash Equivalents, of Holdings and the Restricted Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of Holdings and the Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and all income or costs under Swap Agreements (other than currency swap agreements, currency future or option contracts and other similar agreements unrelated to interest expense) and any cash dividends paid on any Disqualified Capital Stock and including, without duplication, capitalized interest in connection with the purchase of Satellites to the extent paid in cash and interest expense related to Satellite performance incentive payments, but excluding, however, amortization of deferred financing costs and any other amounts of non-cash interest, all as calculated on a consolidated basis in accordance with GAAP and excluding, for avoidance of any doubt, any interest in respect of items excluded from Indebtedness in the proviso to the definition thereof; provided that there shall be excluded from Consolidated Interest Expense for any period the cash interest expense (or cash interest income earned on cash and Cash Equivalents) of all Unrestricted Subsidiaries for such period to the extent otherwise included in Consolidated Interest Expense. For purposes of this definition, interest on a Finance Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Finance Lease Obligation in accordance with GAAP.

“ Consolidated Lease Expense ” shall mean, for any period, all rental expenses of Holdings and the Restricted Subsidiaries during such period in respect of Non-Finance Lease Obligations for real or personal property (including in connection with Permitted Sale Leasebacks), excluding real estate taxes, insurance costs and common area maintenance charges and net of sublease income, other than (a) obligations under vehicle leases entered into in the ordinary course of business, (b) all such rental expenses associated with assets acquired pursuant to a Permitted Acquisition to the extent that such rental expenses relate to Non-Finance Lease Obligations in effect at the time of (and immediately prior to) such acquisition and (c) Finance Lease Obligations, all as determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from Consolidated Lease Expense for any period the rental expenses of all Unrestricted Subsidiaries for such period to the extent otherwise included in Consolidated Lease Expense.

“ Consolidated Net Income ” shall mean, for any period, the consolidated net income (or loss) after the deduction of income taxes of Holdings and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“ Consolidated Total Debt ” shall mean, as of any date of determination, (a) the sum of (i) all Indebtedness of Holdings and the Restricted Subsidiaries for borrowed money (adjusted (up or down) for the effects of currency swap agreements) outstanding on such date and (ii) all Finance Lease Obligations of Holdings and the Restricted Subsidiaries outstanding on such date, all calculated on a consolidated basis in accordance with GAAP minus (b) the aggregate amount of cash and Cash Equivalents on the consolidated balance sheet of Holdings and the Restricted Subsidiaries on such date, excluding cash and Cash Equivalents which are listed as “restricted” on the consolidated balance sheet of Holdings and the Restricted Subsidiaries as of such date (but, for the avoidance of doubt, including as “unrestricted cash” any and all amounts held by, or for the benefit of, Holdings or any Restricted Subsidiary for the purpose of repurchasing, redeeming, defeasing or otherwise acquiring or making any other similar payment on the Senior Notes (to the extent the principal amount of such Senior Notes is included in “Indebtedness”)); provided that aggregate amount of cash and Cash Equivalents subtracted pursuant to this clause (b) as of any date of determination shall not exceed $100.0 million.

“ Consolidated Total Secured Debt ” shall mean all Consolidated Total Debt secured by a Lien on property or assets of Holdings or a Restricted Subsidiary.

“ Consolidated Working Capital ” shall mean, at any date, the excess of (a) the sum of all amounts (other than cash, cash equivalents and bank overdrafts) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of Holdings and the Restricted Subsidiaries at such date over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of Holdings and the Restricted Subsidiaries on such date, but excluding (i) the current portion of any Funded Debt, (ii) without duplication of clause (i) above, all Indebtedness consisting of Loans and Letter of Credit Exposure to the extent otherwise included therein and (iii) the current portion of deferred income taxes.

“ Consulting Agreement ” means the Consulting Services Agreement dated as of October 31, 2007 among Loral and the Canadian Borrower.

“ Continuing Director ” shall mean, at any date, an individual (a) who is a member of the Board of Directors of Holdings on the Amendment No. 2 Effective Date, (b) who, as at such date, has been a member of such Board of Directors for at least the 12 preceding months, (c) who has been nominated or approved to be a member of such Board of Directors, directly or indirectly, by a Permitted Investor or Persons nominated or approved by a Permitted Investor, (d) who has been nominated or approved to be a member of such Board of Directors by a majority of the other Continuing Directors then in office or a nominating committee in which directors nominated by Permitted Investors from the majority of the members thereof or (e) who is approved by a Permitted Investor, Persons nominated or approved by a Permitted Investor or a majority of the other Continuing Directors or a nominating committee as a director candidate prior to such individual’s election to the Board of Directors of Holdings.

“ Contract ” shall have the meaning provided in the definition of “Subject Property.”

“ Control ” shall mean 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 ownership of voting securities, by contract or otherwise, and “ Controlling ” and “ Controlled ” shall have meanings correlative thereto.

“ Controlled Investment Affiliate ” shall mean, as to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in other Persons.

“ Converted Restricted Subsidiary ” shall have the meaning provided in the definition of the term “Consolidated EBITDA.”

“ Converted Term Loan ” shall mean each Canadian Term B- 2 Loan and U.S. Term B-2 3 Loan held by an Amendment No. 2 4 Consenting Lender on the Amendment No. 2 4 Effective Date immediately prior to the extension of credit hereunder on the Amendment No. 2 4 Effective Date; provided that (x) the amount of such Amendment No. 2 4 Consenting Lender’s Canadian Term B- 2 3 Loans may be less than the amount of the Canadian Term B- 2 3 Loans held by such Amendment No. 2 4 Consenting Lender, which lower amount shall be notified to such Amendment No. 2 4 Consenting Lender by the Administrative Agent and (y) prior to the amount of such Amendment No. 2 Consenting Lender’s U.S. Term B-2 Loans may be less than the amount of the U.S. Term B-2 Loans held by such Amendment No. 2 Consenting Lender, which lower amount shall be notified to such Amendment No. 2 Consenting Lender by the Administrative Agent Amendment No. 4 Effective Date .

“ Converted Unrestricted Subsidiary ” shall have the meaning provided in the definition of the term “Consolidated EBITDA.”

“ Credit Agreement Refinancing Indebtedness ” shall mean (a) Permitted Equal Priority Refinancing Debt, (b) Permitted Junior Priority Refinancing Debt or (c) Permitted Unsecured Refinancing Debt; provided that, in each case, such Indebtedness is incurred to Refinance, in whole or in part, existing Term Loans or existing Revolving R-2 Facility Loans (or unused Revolving R-2 Facility Commitments), any then-existing Extended Revolving Credit Loans (or unused Extended Revolving Credit Commitments), or any Loans under any then-existing Incremental Facility (or, if applicable, unused Commitments thereunder), or any then-existing Credit Agreement Refinancing Indebtedness (“ Refinanced Debt ”); provided , further , that (i) except for any of the following that are only applicable to periods after the Final Maturity Date, the covenants, events of default and guarantees of such Indebtedness (excluding, for the avoidance of doubt, interest rates (including through fixed interest rates), interest margins, rate floors, fees, funding discounts, original issue discounts, maturity and prepayment or redemption premiums and terms) (when taken as a whole) are determined by the Canadian Borrower to be either (A) consistent with market terms and conditions and conditions at the time of incurrence or effectiveness (as determined by the Canadian Borrower in good faith) or (B) not materially more restrictive on Holdings and the Restricted Subsidiaries than those applicable to the Refinanced Debt, when taken as a whole ( provided that if the documentation governing such Credit Agreement Refinancing Indebtedness contains a Previously Absent Financial Maintenance Covenant, the Administrative Agent shall be given prompt written notice thereof and this Agreement shall be amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility ( provided , however , that if (x) both the Refinanced Debt and the related Credit Agreement Refinancing Indebtedness that includes a Previously Absent Financial Maintenance Covenant consists of a revolving credit facility (whether or not the documentation therefor includes any other facilities) and (y) the applicable Previously Absent Financial Maintenance Covenant is a “springing” financial maintenance covenant for the benefit of such revolving credit facility or a covenant only applicable to, or for the benefit of, a revolving credit facility, the Previously Absent Financial Maintenance Covenant shall only be required to be included in this Agreement for the benefit of each revolving credit facility hereunder (and not for the benefit of any term loan facility hereunder) and such Credit Agreement Refinancing Indebtedness shall not be deemed “more restrictive” solely as a result of such Previously Absent Financial Maintenance Covenant benefiting only such revolving credit facilities; provided that a certificate of a Responsible Officer of the Canadian Borrower delivered to the Administrative Agent at least five 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 Canadian Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Canadian Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), (ii) any such Indebtedness in the form of bonds, notes or debentures or which Refinances, in whole or in part, existing Term Loans, shall have a maturity that is no earlier than the maturity of the Refinanced Debt and a Weighted Average Life to Maturity equal to or greater than the Refinanced Debt; provided that the foregoing requirements of this clause (ii) shall not apply to the extent such Indebtedness constitutes a customary bridge facility, so long as the long-term Indebtedness into which any such customary bridge facility is to be converted or exchanged satisfies the requirements of this clause (ii) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges, (iii) any such Indebtedness which Refinances any existing Revolving R-2 Facility Loans (or unused Revolving R-2 Facility Commitments) or any then-existing Extended Revolving Credit Loans (or unused Extended Revolving Credit Commitments) shall have a maturity that is no earlier than the maturity of such Refinanced Debt and shall not require any mandatory commitment reductions prior to the maturity of such Refinanced Debt; provided that the foregoing requirements of this clause (iii) shall not apply to the extent such Indebtedness constitutes a customary bridge facility, so long as the long-term Indebtedness into which any such customary bridge facility is to be converted or exchanged satisfies the requirements of this clause (iii) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges, (iv) except to the extent otherwise permitted under this Agreement (subject to a dollar for dollar usage of any other basket set forth in Section 6.01, if applicable), such Indebtedness shall not have a greater principal amount (or shall not have a greater accreted value, if applicable) than the principal amount (or accreted value, if applicable) of the Refinanced Debt plus accrued interest, fees and premiums (including tender premiums) (if any) thereon, defeasance costs, underwriting discounts and fees and expenses (including OID, closing payments, upfront fees or similar fees) associated with the Refinancing plus an amount equal to any existing commitments unutilized and letters of credit undrawn, (v) such Refinanced Debt shall be repaid, repurchased, redeemed, defeased, acquired or satisfied and discharged on a dollar-for-dollar basis, and all accrued interest, fees and premiums (including tender premiums) (if any) in connection therewith shall be paid substantially concurrently with the date such Credit Agreement Refinancing Indebtedness is incurred or made effective, (vi) except to the extent otherwise permitted hereunder, the aggregate unused revolving commitments under such Credit Agreement Refinancing Indebtedness shall not exceed the unused Revolving R-2 Facility Commitments or Extended Revolving Credit Commitments, as applicable, being replaced plus undrawn letters of credit, (vii) in the case of any such Indebtedness in the form of bonds, notes or debentures or which Refinances, in whole or in part, existing Term Loans, the terms thereof shall not require any mandatory repayment, redemption, repurchase, acquisition or defeasance (other than (x) in the case of bonds, notes or debentures, customary change of control, asset sale event or casualty, eminent domain or condemnation event offers and customary acceleration any time after an event of default and (y) in the case of any term loans, mandatory prepayments that are on terms (when taken as a whole) not materially more favorable to the lenders or holders providing such Indebtedness than those applicable to the Refinanced Debt (when taken as a whole) prior to the maturity date of the Refinanced Debt, (viii) any Credit Agreement Refinancing Indebtedness may not be guaranteed by any Subsidiaries of Holdings that do not guarantee the Obligations and (ix) any Credit Agreement Refinancing Indebtedness may not be secured by any assets that do not secure the Obligations.

“ Credit Event ” shall have the meaning assigned to such term in Article IV.

“ Credit Extension ” shall mean a Borrowing or the issuance, renewal, extension (other than an automatic extension pursuant to Section 2.05(c)(iii)) or increase of a Letter of Credit.

“ CRTC ” shall mean the Canadian Radio-Television and Telecommunications Commission or any successor authority of the Government of Canada substituted therefor.

“ Cumulative Interest Expense ” shall mean, as of any date of determination, the sum of the aggregate amount of Consolidated Interest Expense of Holdings and its Restricted Subsidiaries for the period from and after the first day of the fiscal quarter during which the Amendment No. 2 Effective Date occurs, to the most recently completed fiscal quarter for which internal financial statements are available immediately preceding such date of determination.

“ Cure Amount ” shall have the meaning assigned to such term in Section 7.02.

“ Cure Right ” shall have the meaning assigned to such term in Section 7.02.

“ Custodian ” shall have the meaning assigned to such term in Section 8.01(e).

“ Customary Intercreditor Agreement ” shall mean (a) to the extent executed in connection with the incurrence of secured Indebtedness by a Loan Party, the Liens on the Collateral securing which are intended to rank equal in priority to the Liens on the Collateral securing the Obligations (but without regard to the control of remedies), at the option of the Canadian Borrower and the Collateral Agent acting together in good faith, either (i) any intercreditor agreement substantially in the form of the Equal Priority Intercreditor Agreement or (ii) a customary intercreditor agreement in form and substance reasonably acceptable to the Collateral Agent and the Canadian Borrower, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank equal in priority to the Liens on the Collateral securing the Obligations (but without regard to the control of remedies) and (b) to the extent executed in connection with the incurrence of secured Indebtedness by a Loan Party, the Liens on the Collateral securing which are intended to rank junior in priority to the Liens on the Collateral securing the Obligations, at the option of the Canadian Borrower and the Collateral Agent acting together in good faith, either (i) an intercreditor agreement substantially in the form of the Junior Priority Intercreditor Agreement or (ii) a customary intercreditor agreement in form and substance reasonably acceptable to the Collateral Agent and the Canadian Borrower, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank junior in priority to the Liens on the Collateral securing the Obligations.

“ Debt Fund Affiliate ” shall mean any Affiliate of Holdings (other than the Borrowers or any Restricted Subsidiary) that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course.

“ Debt Incurrence Event ” shall mean any issuance or incurrence by Holdings or any of the Restricted Subsidiaries of any Indebtedness (excluding any Indebtedness permitted to be issued or incurred under Section 6.01 (other than Incremental Term Loans incurred in reliance on clause (i)(x) of the proviso to Section 2.21(b) and Section 6.01(A)(r)).

“ Debtor Relief Laws ” shall mean the U.S. Bankruptcy Code, BIA, CCAA and WURA 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.

“ Default ” shall mean any event or condition that upon notice, lapse of time or both would constitute an Event of Default.

“ Defaulting Lender ” shall mean, subject to Section 2.23(b), at any time, as reasonably determined by the Administrative Agent, a Lender as to which the Administrative Agent has notified the Canadian Borrower that (i) such Lender has failed for two or more Business Days to comply with its obligations under this Agreement to make a Term Loan or Revolving R-2 Facility Loan, make a payment to the L/C Issuer in respect of a L/C Obligation and/or make a payment to the Swingline Lender in respect of a Swingline Loan (each a “ Lender Funding Obligation ”), in each case, required to be funded hereunder, (ii) such Lender has notified the Administrative Agent, or has stated publicly, that it will not comply with any such Lender Funding Obligation hereunder, or has defaulted on its Lender Funding Obligations under any other loan agreement or credit agreement or other similar agreement in which it commits to extend credit (absent a good faith dispute), (iii) such Lender has, for three or more Business Days, failed to confirm in writing to the Administrative Agent, in response to a written request of the Administrative Agent (based on the reasonable belief that it may not fulfill its Lender Funding Obligations), that it will comply with its Lender Funding Obligations hereunder (absent a good faith dispute); provided that any such Lender shall cease to be a Defaulting Lender under this clause (iii) upon receipt of such confirmation by the Administrative Agent, or (iv) a Lender Insolvency Event or Bail-In Action has occurred and is continuing with respect to such Lender or its Parent Company ( provided that neither the reallocation of Lender Funding Obligations provided for in Section 2.23 as a result of a Lender’s being a Defaulting Lender nor the performance by Non-Defaulting Lenders of such reallocated Lender Funding Obligations will by themselves cause the relevant Defaulting Lender to become a Non-Defaulting Lender). The Administrative Agent will promptly send to all parties hereto a copy of any notice to the Canadian Borrower provided for in this definition.

“ Designated Non-Cash Consideration ” shall mean the fair market value of consideration that is not deemed to be cash or Cash Equivalents and that is received by Holdings or its Restricted Subsidiaries in connection with a disposition pursuant to Section 6.04(b), (c) and (f) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Canadian Borrower delivered to the Administrative Agent, setting forth the basis of such valuation (less the amount of the amount of cash or Cash Equivalents received in connection with a subsequent disposition, redemption or repurchase of, or collection or payment on, such Designated Non-Cash Consideration).

“ Director Voting Preferred Shares ” shall mean preferred shares in Holdings which have a nominal dividend and return of capital and vote only for the election of directors

“ Discount Prepayment Accepting Lender ” shall have the meaning given to it in Section 2.12(f)(ii)(A).

“ Discount Proceeds ” shall mean, for any BA (or, if applicable, any BA Equivalent Loan), an amount (rounded to the nearest whole cent, and with one-half of one cent being rounded upwards) calculated by dividing (a) the face amount of the BA (or, if applicable, the BA Equivalent Loan) by (b) the sum of one plus the product of: (i) the BA Discount Rate (expressed as a decimal) applicable to such BA (or, if applicable, such BA Equivalent Loan), and (ii) a fraction, the numerator of which is the BA Contract Period of the BA (or, if applicable, the BA Equivalent Loan) and the denominator of which is 365 or 366 days, as applicable, with such quotient being rounded up or down to the fifth decimal place and 0.000005 being rounded upward.

“ Discount Range ” shall have the meaning given to it in Section 2.12(f)(iii)(A).

“ Discount Range Prepayment Amount ” shall have the meaning given to it in Section 2.12(f)(iii)(A).

“ Discount Range Prepayment Notice ” shall mean a written notice of a Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Section 2.12(f)(iii) substantially in the form of Exhibit N-2.

“ Discount Range Prepayment Offer ” shall mean the irrevocable written offer by a Lender, substantially in the form of Exhibit N-3, 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 ” shall have the meaning given to it in Section 2.12(f)(iii)(A).

“ Discount Range Proration ” shall have the meaning given to it in Section 2.12(f)(iii)(C).

“ Discounted Prepayment Determination Date ” shall have the meaning given to it in Section 2.12(f)(iv)(C).

“ Discounted Prepayment Effective Date ” shall mean 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 2.12(f)(ii)(A), Section 2.12(f)(iii)(A) or Section 2.12(f)(iv)(A), respectively, unless a shorter period is agreed to between the Borrower and the Auction Agent.

“ Discounted Term Loan Prepayment ” shall have the meaning given to it in Section 2.12(f)(i).

“ Disposed EBITDA ” shall mean, with respect to any Sold Entity or Business or Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references to Holdings and the Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” (and in the component financial definitions used therein) were references to such Sold Entity or Business and its Subsidiaries or to such Converted Unrestricted Subsidiary and its Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business.

“ Disqualified Capital Stock ” shall mean any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the first anniversary of the Final Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to in (a) above, in each case at any time on or prior to the first anniversary of the Final Maturity Date, or (c) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations; provided , however , that any Equity Interests that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the occurrence of a change of control or an asset sale occurring prior to the first anniversary of the Final Maturity Date shall not constitute Disqualified Capital Stock if such Equity Interests provide that the issuer thereof will not redeem any such Equity Interests pursuant to such provisions prior to the repayment in full of the Obligations.

“ Dividend Obligations ” shall mean obligations of Holdings to a direct or indirect shareholder of Holdings in connection with the receipt by such shareholder of cash or other assets on account of dividends or distributions on Equity Interests of Holdings; provided , however , that (i) the making of such dividend or distribution is permitted by Section 6.06, (ii) such obligations have a final scheduled maturity date of not more than 12 months from the date of incurrence thereof, (iii) such obligations are incurred within 90 days of receipt by such shareholder of such dividend or distribution, (iv) the principal amount of any such obligations shall not exceed the cash or other assets to be received by such shareholder in connection with the applicable dividend or distribution, (v) such obligations are unsecured, are not guaranteed by any Subsidiary of Holdings and are subordinated in right of payment to the Obligations, (vi) for the avoidance of doubt, the Applicable Amount shall not be increased by the amount of such obligations, (viii) in no event shall any such obligations be refinanced or reclassified and (ix) such obligations are designated as “Dividend Obligations” pursuant to an Officer's Certificate on the date of its incurrence.

“ Dollar Equivalent ” shall mean, on any date of determination (a) with respect to any amount in Dollars, such amount, and (b) with respect to any amount in Canadian Dollars, the equivalent in Dollars of such amount, determined pursuant to Section 1.03(b) using the Exchange Rate with respect to Canadian Dollars at the time in effect under the provisions of such Section.

“ Dollar Letter of Credit ” shall mean a Letter of Credit denominated in Dollars.

“ Dollars ” or “ $ ” shall mean lawful money of the United States of America.

“ EEA Financial Institution ” shall mean (a) any credit institution or investment firm established in any EEA Member Country that is subject to the supervision of an EEA Resolution Authority, (b) any Person established in an EEA Member Country that is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country that is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” shall mean any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ Effective Yield ” shall mean, as to any Indebtedness, the effective yield paid by the applicable Borrower on such Indebtedness as determined by the applicable Borrower and the Administrative Agent in a manner consistent with generally accepted financial practices, taking into account the applicable interest rate margins, any interest rate “floors” (the effect of which floors shall be determined in a manner set forth in the proviso below and assuming that, if interest on such Indebtedness is calculated on the basis of a floating rate, that the “LIBOR” component of such formula is included in the calculation of Effective Yield) or similar devices and all fees, including upfront or similar fees or OID (amortized over the shorter of (x) the remaining Weighted Average Life to Maturity of such Indebtedness and (y) the four years following the date of incurrence thereof) payable generally by the applicable Borrower to Lenders or other institutions providing such Indebtedness, but excluding any arrangement fees, structuring fees, closing payments or other similar fees payable in connection therewith that are not generally shared with the relevant Lenders and, if applicable, ticking fees accruing prior to the funding of such Indebtedness and customary consent fees for an amendment paid generally to consenting Lenders; provided that, with respect to any Indebtedness that includes a “floor”, (a) to the extent that the Reference Rate on the date that the Effective Yield is being calculated is less than such floor, the amount of such difference shall be deemed added to the interest rate margin for such Indebtedness for the purpose of calculating the Effective Yield and (b) to the extent that the Reference Rate on the date that the Effective Yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the Effective Yield.

“ Embargoed Person ” or “ Embargoed Persons ” shall have the meanings assigned to such terms in Section 6.19.

“ Employee Benefit Plan ” shall mean an employee benefit plan (as defined in Section 3(3) of ERISA), other than a Non-U.S. Pension Plan, that is maintained by Holdings or any Subsidiary, or with respect to an employee benefit plan subject to Title IV of ERISA, any ERISA Affiliate, or with respect to which Holdings or any Subsidiary could incur liability.

“ Environment ” shall mean ambient and indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources such as flora and fauna, the workplace or as otherwise defined in any Environmental Law.

“ Environmental Claim ” shall mean any and all administrative, regulatory or judicial actions, suits, formal demands, demand letters, claims, liens, notices of non-compliance or violation, or potential responsibility for investigations or proceedings relating in any way to any Environmental Law or any permit issued, or any approval given, under any such law, including, (a) by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any Environmental Law, and (b) by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief in connection with alleged injury or threat of injury to health, safety or the environment due to the presence of or exposure to Hazardous Materials.

“ Environmental Laws ” shall mean all applicable laws (including common law), rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, guidelines or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the protection of the Environment, preservation or reclamation of natural resources, the generation, management, Release or threatened Release of, or exposure to, any Hazardous Material or to health and safety matters (to the extent relating to the Environment or exposure to Hazardous Materials).

“ Equal Priority Intercreditor Agreement ” shall mean the Equal Priority Intercreditor Agreement substantially in the form of Exhibit M-1 among (x) the Collateral Agent and (y) one or more representatives of the holders of one or more classes of Permitted Additional Debt and/or Permitted Equal Priority Refinancing Debt, with any immaterial changes and material changes thereto in light of the prevailing market conditions, which material changes shall be posted to the Lenders not less than five Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within five Business Days after posting, then the Required Lenders shall be deemed to have agreed that the Administrative Agent’s and/or Collateral Agent’s entry into such intercreditor agreement (with such changes) is reasonable and to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent’s and/or Collateral Agent’s execution thereof.

“ Equity Interests ” of any person shall mean any and all shares, interests, rights to purchase, warrants, options, participation or other equivalents of or interests in (however designated) equity of such person, including any preferred stock, convertible preferred equity certificate (whether or not equity under local law), any limited or general partnership interest and any limited liability company membership interest.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“ ERISA Affiliate ” shall mean any trade or business (whether or not incorporated) that, together with Holdings, the Borrowers or a 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 ” shall mean (a) any Reportable Event; (b) with respect to any Plan, the failure to satisfy the minimum funding standard of Section 412 of the Code and Section 302 of ERISA, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code and Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, the failure to make by its due date the minimum required contribution under Section 430(j) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (d) a determination that any Plan 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); (e) the incurrence by Holdings, a Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (f) the receipt by Holdings, a Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of or the appointment of a trustee to administer any Plan; (g) the incurrence by Holdings, a Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the complete or partial withdrawal from any Plan or Multiemployer Plan; (h) the receipt by Holdings, a Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from Holdings, a Subsidiary or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); or (i) the substantial cessation of operations within the meaning of Section 4062(e) of ERISA with respect to a Plan; or 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 Holdings, a Subsidiary or any ERISA Affiliate.

“ EU Bail-In Legislation Schedule ” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“ Eurodollar Borrowing ” shall mean a Borrowing comprised of Eurodollar Loans.

“ Eurodollar Loan ” shall mean any Eurodollar Term Loan or Eurodollar Revolving Loan.

“ Eurodollar Revolving Borrowing ” shall mean a Borrowing comprised of Eurodollar Revolving Loans.

“ Eurodollar Revolving Loan ” shall mean any Revolving R-2 Facility Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article II.

“ Eurodollar Term Loan ” shall mean any Term Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article II.

“ Event of Default ” shall have the meaning assigned to such term in Section 7.01.

“ Excess Cash Flow ” shall mean, for any period, an amount equal to the excess of

(a)         the sum, without duplication, of

(i)          Consolidated Net Income for such period,

(ii)         an amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income,

(iii)        decreases in Consolidated Working Capital, decreases in long-term accounts receivable in each case as of the end of such period from the Consolidated Working Capital and long-term accounts receivable as of the beginning of such period (except, in the case of each of the foregoing, any such increases or decreases that are as a result of the reclassification of items from short-term to long-term or vice versa) (other than any such decreases or increases, as applicable, arising from acquisitions, sales, leases, transfers or other dispositions outside the ordinary course of assets by Holdings or any of its Restricted Subsidiaries completed during such period or the application of recapitalization or purchase accounting), and

(iv)        an amount equal to the aggregate net non-cash loss on the sale, lease, transfer or other disposition of assets by Holdings and the Restricted Subsidiaries during such period (other than sales, leases, transfers or other dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income,

(v)         cash payments received in respect of Swap Agreements during such period to the extent not included in arriving at such Consolidated Net Income, and

(vi)        income tax expense to the extent deducted in arriving at such Consolidated Net Income, less

(b)         the sum, without duplication, of

(i)          an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income (but excluding any non-cash credit to the extent representing the reversal of an accrual or reserve described in clause (a)(ii) above),

(ii)         $35.0 million less the principal amount of Indebtedness incurred in such period in connection with Capital Expenditures,

(iii)        the aggregate amount of all prepayments of Revolving R-2 Facility Loans and Swingline Loans made during such period to the extent accompanying reductions of the Revolving R-2 Facility Commitments, except to the extent financed with the proceeds of other Indebtedness of Holdings or its Restricted Subsidiaries,

(iv)        the aggregate amount of all principal payments of Indebtedness of Holdings or the Restricted Subsidiaries (including any Term Loans and the principal component of payments in respect of Finance Lease Obligations) made during such period or (without duplication) scheduled to be made in the following fiscal year ( provided that any such scheduled amounts that are deducted from Excess Cash Flow may not be deducted again from Excess Cash Flow when actually paid) (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), except to the extent financed with the proceeds of other Indebtedness of Holdings or its Restricted Subsidiaries,

(v)         an amount equal to the aggregate net non-cash gain on the sale, lease, transfer or other disposition of assets by Holdings and the Restricted Subsidiaries during such period (other than sales, leases in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income,

(vi)        increases in Consolidated Working Capital and long-term receivables in each case as of the end of such period from the Consolidated Working Capital and long-term receivable as of the beginning of such period (except, in the case of each of the foregoing, any such increases or decreases that are as a result of the reclassification of items from short-term to long-term or vice versa) (other than any such increases or decreases, as applicable, arising from acquisitions, sales, leases, transfers or other dispositions outside the ordinary course by Holdings and the Restricted Subsidiaries during such period or the application of recapitalization or purchase accounting),

(vii)       payments by Holdings and the Restricted Subsidiaries during such period in respect of long-term liabilities of Holdings and the Restricted Subsidiaries other than Indebtedness,

(viii)      the amount of Investments made during such period pursuant to Section 6.05 to the extent that such Investments were financed with internally generated cash flow of Holdings and the Restricted Subsidiaries,

(ix)         the amount of dividends paid during such period pursuant to clause (b), (d) or (m) of Section 6.06, except to the extent financed with the proceeds of other Indebtedness of Holdings or its Restricted Subsidiaries,

(x)          the aggregate amount of expenditures actually made by Holdings and the Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period plus an amount specified by the Canadian Borrower that is not in excess of the amount contracted for Capital Expenditures for the following fiscal year, provided that expenditures during such period that were deducted in the calculation of Excess Cash Flow for any prior period shall not be again deducted,

(xi)         the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by Holdings and the Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness,

(xii)        the amount of Taxes paid or estimated to be paid during such period, and

(xiii)       cash expenditures made in respect of Swap Obligations.

“ Excess Cash Flow Period ” shall mean each fiscal year of Holdings, commencing with the fiscal year ending December 31, 2017.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Exchange Rate ” shall mean on any day, for purposes of determining the Dollar Equivalent or Canadian Dollar Equivalent of any other currency, the rate at which such other currency may be exchanged into Dollars or Canadian Dollars (as applicable), as set forth in the Wall Street Journal published on such date for such currency. In the event that such rate does not appear in such copy of the Wall Street Journal, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Canadian Borrower, or, in the absence of such an agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent (or, if the Administrative Agent is not a bank, a bank mutually selected by the Canadian Borrower and the Administrative Agent) in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m., New York City time, on such date for the purchase of Dollars or Canadian Dollars (as applicable) for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may, in consultation with the Canadian Borrower, use any reasonable method it deems appropriate to determine such rate, and such determination shall be prima facie evidence thereof.

“ Excluded APT Elements ” shall have the meaning given to it in Section 5.10(e).

“ Excluded Contribution ” means net cash proceeds, marketable securities or Qualified Proceeds received by Holdings or the Canadian Borrower from (a) contributions to its common equity capital, and (b) the sale (other than to a Subsidiary of Holdings or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of Holdings) of capital stock (other than Disqualified Capital Stock) of Holdings or the Canadian Borrower, in each case designated as Excluded Contributions pursuant to an officer’s certificate executed by a vice president and the principal financial officer of the Canadian Borrower or Holdings on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in the definition of the term “Applicable Amount.”

“ Excluded Foreign Subsidiary ” shall have the meaning given to it in Section 5.10(e).

“ Excluded Satellites ” shall mean (a) the Satellites owned by the Canadian Borrower and its Restricted Subsidiaries commonly referred to as Anik F1, Nimiq 1, Nimiq 2, Telstar 12, Telstar 18 and the transponders for which the Canadian Borrower or its Restricted Subsidiaries have a right to use on Satmex 6, (b) any other Satellite, other than a Named Satellite, that (i) is not expected or intended, in the good faith determination of the Canadian Borrower and/or Holdings, as applicable to earn future revenues from the operation of such Satellite in excess of $35.0 million in any fiscal year and (ii) has a book value of less than $75.0 million, (c) any other Satellite, other than a Named Satellite, with one year or less of in-orbit life remaining (it being understood and agreed that such Satellite shall be deemed to have “in-orbit life” only for so long as it is maintained in station kept orbit), and (d) any other Satellite that, in the good faith determination of the Canadian Borrower or Holdings, as applicable, (i)(A) the procurement of In-Orbit Insurance therefor in the amounts and on the terms required hereby would not be available for a price that is, and on other terms and conditions that are, commercially reasonable or (B) the procurement of such In-Orbit Insurance therefor would be subject to exclusions or limitations of coverage that would make the terms of the insurance commercially unreasonably (including because such Satellite’s performance and/or operating status has been adversely affected by anomalies or component exclusions or there are systemic failures or anomalies applicable to Satellites of the same model).

“ Excluded Swap Obligation ” shall mean, with respect to any Guarantor, (a) any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor pursuant to the Guarantee of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee pursuant to the Guarantee thereof) is or becomes illegal or unlawful 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) (i) by virtue of such Guarantor’s failure to constitute an “eligible contract participant,” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving pro forma effect to any applicable keep well, support, or other agreement for the benefit of such Guarantor and any and all applicable guarantees of such Guarantor’s Swap Obligations by other Loan Parties), at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation or (ii) in the case of a Swap Obligation that is subject to a clearing requirement pursuant to section 2(h) of the Commodity Exchange Act, because such Guarantor is a “financial entity,” as defined in section 2(h)(7)(C) of the Commodity Exchange Act, at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation or (b) any other Swap Obligation designated as an “Excluded Swap Obligation” of such Guarantor as specified in any agreement between the relevant Loan Parties and Swap Counterparty applicable to such Swap Obligations. If a Swap Obligation arises under a master agreement governing more than one swap within the meaning of Section 1a(47) of the Commodity Exchange Act, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to the swap for which such guarantee or security interest is or becomes excluded in accordance with the first sentence of this definition.

“ Excluded Taxes ” shall mean, with respect to the Administrative Agent, any Lender, any Swingline Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of a Loan Party under any Loan Document, (a) any income or franchise Taxes imposed on (or measured by) its net income by the jurisdiction under the laws of which such recipient is organized or by any jurisdiction in which such recipient is deemed to be doing business (other than a business arising from or deemed to arise from any Transaction, or from any other transaction contemplated by this Agreement or any other Loan Document), in which its principal office is located or, in the case of any Lender, in which its Applicable Lending Office is located, (b) any branch profits Tax or any similar Tax that is imposed by any jurisdiction described in clause (a) above, (c) any withholding Taxes imposed on a payment by or on account of any obligation of a Loan Party hereunder: (i) to a person with which the Loan Party does not deal at arm’s length (for the purposes of the Income Tax Act (Canada)) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a person with whom the payer is not dealing at arm’s length (for the purposes of the Income Tax Act (Canada)) at the time of such payment (other than where the non-arm’s length relationship arises in connection with or as a result of the recipient having become a party to, received or perfected a security interest under or received or enforced any rights under, a Loan Document), (d) any withholding Taxes imposed on a recipient by reason of such recipient: (i) being a “specified shareholder” (as defined in subsection 18(5) of the Income Tax Act (Canada)) of any Loan Party (other than where the recipient is a “specified shareholder” or does not deal at arm’s length with a “specified shareholder”, in connection with or as a result of the Recipient having become a party to, received or perfected a security interest under or received or enforced any rights under, a Loan Document), and (e) any U.S. federal withholding Taxes imposed under FATCA.

“ Executive Order ” shall mean Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079) (2001).

“ Existing Class ” shall mean Existing Term Loan Classes and each Class of Existing Revolving Credit Commitments.

“ Existing Debt Refinancing ” shall mean (i) the repayment (including by conversion to Term B- 3 4 Loans) of the Canadian Term B-2 Loans and U.S. Term B-2 Loans and the termination of the Tranche R-1 Revolving Credit Commitments, in each case Term B-3 Loans on the Amendment No. 2 4 Effective Date and (ii) the repayment of the Existing Senior Notes payment to the Administrative Agent for the ratable account of each of the Lenders holding Term B-3 Loans immediately prior to the Amendment No. 4 Effective Date, a prepayment premium equal to 1% of the aggregate principal amount of the Term B-3 Loans being prepaid or converted on the Amendment No. 4 Effective Date as described herein .

“ Existing Letters of Credit ” shall mean the letters of credit listed on Schedule 2.05 .

“ Existing Revolving Credit Class ” shall have the meaning assigned to such term in Section 2.24(b).

“ Existing Revolving Credit Commitment ” shall have the meaning assigned to such term in Section 2.24(b).

“ Existing Revolving Credit Loans ” shall have the meaning assigned to such term in Section 2.24(b).

“ Existing Senior Notes ” shall mean the Canadian Borrower’s 6.0% Senior Notes due 2017 issued pursuant to that certain indenture dated May 14, 2012.

“ Existing Term Loan Class ” shall have the meaning assigned to such term in Section 2.24(a).

“ Export Financing ” shall have the meaning assigned to such term in Section 2.21(c)(i).

“ Extended Loans/Commitments ” shall mean Extended Term Loans, Extended Revolving Credit Loans and/or Extended Revolving Credit Commitments.

“ Extended Revolving Credit Commitments ” shall have the meaning assigned to such term in Section 2.24(b).

“ Extended Revolving Credit Loans ” shall have the meaning assigned to such term in Section 2.24(b).

“ Extended Term Loans ” shall have the meaning assigned to such term in Section 2.24(a).

“ Extending Lender ” shall have the meaning assigned to such term in Section 2.24(c).

“ Extension Agreement ” shall have the meaning assigned to such term in Section 2.24(d).

“ Extension Date ” shall have the meaning assigned to such term in Section 2.24(e).

“ Extension Election ” shall have the meaning assigned to such term in Section 2.24(c).

“ Extension Series ” shall mean all Extended Term Loans or Extended Revolving Credit Commitments (as applicable) that are established pursuant to the same Extension Agreement (or any subsequent Extension Agreement to the extent such Extension Agreement expressly provides that the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, provided for therein are intended to be a part of any previously established Extension Series) and that provide for the same interest margins, extension fees, if any, and amortization schedule.

“ Facility ” shall mean the respective facility and commitments utilized in making Loans and credit extensions hereunder, it being understood that as of the Amendment No. 2 4 Effective Date there are two Facilities, i.e ., the Term B- 3 4 Loan Facility and the Revolving R-2 Facility.

“ FATCA ” shall mean Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code as of the date of this Agreement (or any amended or successor version described above), any intergovernmental agreement (and any related law, regulation, or other official guidance) implementing the foregoing.

“ FCC ” shall mean the Federal Communications Commission or any governmental authority in the United States substituted therefor.

“ FCC Licenses ” shall mean all authorizations, orders, licenses and permits issued by the FCC to Holdings or any of its Subsidiaries, under which Holdings or any of its Subsidiaries is authorized to launch and operate any of its Satellites or to operate any of its transmit only, receive only or transmit and receive earth stations.

“ Federal Funds Effective Rate ” shall mean, for any day, the weighted average (rounded upward, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average (rounded upward, if necessary, to the next 1/100 of 1%) of the quotations for the day of such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“ Fee Letter ” shall mean the Fee Letter, dated March 14, 2012, by and among Canadian Borrower and the Administrative Agent.

“ Fees ” shall mean the Revolving R-2 Facility Commitment Fees, Acceptance Fees, the L/C Participation Fees, the L/C Issuer Fees and the Agent Fees.

“ Final Maturity Date ” shall mean the date which is the latest to occur of the Term B- 3 4 Loan Maturity Date, the latest Incremental Maturity Date and the Revolving R-2 Facility Maturity Date.

“ Finance Lease Obligation ” shall mean, as applied to any Person, an obligation that is required to be accounted for as a financing or capital lease (and, for the avoidance of doubt, not a straight-line or operating lease) on both the balance sheet and income statement for financial reporting purposes in accordance with GAAP. At the time any determination thereof is to be made, the amount of the liability in respect of a financing or capital lease would be the amount required to be reflected as a liability on such balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“ Financial Officer ” of any person shall mean the Chief Financial Officer, principal accounting officer, Treasurer, Assistant Treasurer or Controller of such person.

“ Financial Performance Covenant ” shall mean the covenant of Holdings set forth in Section 6.09.

“ First Lien Leverage Ratio ” shall mean, as of any date of determination, the ratio of (a) Consolidated First Lien Secured Debt as of the last day of the Test Period most recently ended on or prior to such date of determination to (b) Consolidated EBITDA for such Test Period.

“ First Lien Obligations ” shall mean the Obligations, any Permitted Additional Debt Obligations (other than any Permitted Additional Debt Obligations that are unsecured or are secured by a Lien ranking junior to the Liens securing the Obligations (but without regard to control of remedies)) and any Permitted Equal Priority Refinancing Debt, collectively.

“ Flood Insurance Laws ” means, collectively, (i) the National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto, and (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“ Funded Debt ” shall mean all indebtedness of Holdings and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of Holdings or any Restricted Subsidiary, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all amounts of Funded Debt required to be paid or prepaid within one year from the date of its creation and, in the case of the Borrowers, Indebtedness in respect of the Loans.

“ GAAP ” shall mean Generally Accepted Accounting Principles as adopted by Holdings and the Restricted Subsidiaries from time to time to prepare their published financial statements in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board (“ IFRS ”) in effect from time to time.

“ Governmental Authority ” shall mean any federal, state, provincial, local or foreign court or tribunal or governmental agency, authority, instrumentality or regulatory or legislative body.

“ Guarantee Obligations ” shall mean, as to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent, (a) to purchase any such Indebtedness or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such Indebtedness or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such Indebtedness of the ability of the primary obligor to make payment of such Indebtedness or (d) otherwise to assure or hold harmless the owner of such Indebtedness against loss in respect thereof; provided , however , that the term “Guarantee Obligations” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“ Guaranteed Obligations ” shall have the meaning assigned to such term in Section 10.01.

“ Guarantees ” shall mean the guarantees issued pursuant to Article X by Holdings, the Borrowers and the Subsidiary Guarantors.

“ Guarantors ” shall have the meaning assigned to such term in Section 10.01.

“ Hazardous Materials ” shall mean all pollutants, contaminants, wastes, chemicals, materials, substances and constituents, including explosive or radioactive substances or petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls or radon gas, of any nature subject to regulation or which can give rise to liability under any Environmental Law.

“ Holdings ” shall mean (i) Holdings (as defined in the preamble to this Agreement) and, if applicable, any Successor Holdings or (ii) at the election of the Canadian Borrower, any other Person or Persons organized or existing under the laws of Canada, any province or territory thereof, the United States, any state thereof, the District of Columbia or any territory thereof (the “ New Holdings ”) that is a Subsidiary of (or are Subsidiaries of) Holdings or of any parent entity of Holdings (or the previous New Holdings, as the case may be) but not the Canadian Borrower (the “ Previous Holdings ”); provided that (a) such New Holdings directly owns 100% of the Equity Interests of the Canadian Borrower, (b) the New Holdings shall expressly assume all the obligations of the Previous Holdings under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (c) the New Holdings shall have delivered to the Administrative Agent a certificate of a Responsible Officer stating that such substitution and any supplements to the Loan Documents preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the Security Documents, (d) if reasonably requested by the Administrative Agent, an opinion of counsel in form and substance reasonably satisfactory to the Administrative Agent shall be delivered by the Canadian Borrower to the Administrative Agent to the effect that, without limitation, such substitution does not breach or result in a default under this Agreement or any other Loan Document, (e) all Equity Interests of the Canadian Borrower and substantially all of the other assets of the Previous Holdings are contributed or otherwise transferred to such New Holdings and pledged to secure the Obligations, (f) no Event of Default has occurred and is continuing at the time of such substitution and such substitution does not result in any Event of Default or material tax liability and (g) such “know your customer” information reasonably requested by the Administrative Agent, which request shall be consistent in scope with the “know your customer” information delivered for Holdings prior to the Closing Date, shall be delivered by the Canadian Borrower to the Administrative Agent; provided , further , that if each of the foregoing is satisfied, the Previous Holdings shall be automatically released from all its obligations under the Loan Documents and any reference to “Holdings” in the Loan Documents shall be meant to refer to the “New Holdings. After any transaction permitted under Section 6.03 in which Holdings merges, amalgamates with or consolidates with or into the Canadian Borrower or any Successor Canadian Borrower (or, in the case of a merger, amalgamation or consolidation with the Canadian Borrower or the Successor Canadian Borrower where Holdings is not the continuing, resulting or surviving Person), references to Holdings shall be deemed references to the Canadian Borrower or the Successor Canadian Borrower, as applicable, in each case, unless the context requires otherwise.

“ Honor Date ” shall have the meaning assigned to such term in Section 2.05(e)(i).

“ Identified Participating Lender ” shall have the meaning given to it in Section 2.12(f)(iii)(C).

“ Identified Qualifying Lender ” shall have the meaning given to it in Section 2.12(f)(iv)(C).

“ Immediate Family Members ” shall mean with respect to any individual, such individual’s estate, heirs, legatees, distributees, child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law (including adoptive relationships), any person sharing an individual’s household (other than an unrelated tenant or employee) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.

“ Incremental Agreement ” shall have the meaning assigned to such term in Section 2.21(e).

“ Incremental Commitments ” shall have the meaning assigned to such term in Section 2.21(a).

“ Incremental Facilities ” shall have the meaning given to it in Section 2.21(a).

“ Incremental Limit ” shall have the meaning given to it in Section 2.21(b).

“ Incremental Maturity Date ” shall mean, with respect to any Class of Incremental Term Loans made pursuant to Section 2.21, the final maturity date thereof.

“ Incremental Revolving Credit Commitment Increase ” shall have the meaning given to it in Section 2.21(a).

“ Incremental Revolving Credit Commitment Increase Lender ” shall have the meaning assigned to such term in Section 2.21(f)(ii).

“ Incremental Term Loan Commitment ” shall mean the Commitment of any Lender to make Incremental Term Loans of a particular Class pursuant to Section 2.21.

“ Incremental Term Loan Exposure ” shall mean, at any time, the aggregate principal amount of Incremental Term Loans outstanding at such time. The Incremental Term Loan Exposure of any Lender at any time shall be the aggregate principal amount of such Lender’s Incremental Term Loan outstanding at such time.

“ Incremental Term Loan Facility ” shall mean each Class of Incremental Term Loans made pursuant to Section 2.21.

“ Incremental Term Loan Lenders ” shall mean a Lender with outstanding Incremental Term Loans.

“ Incremental Term Loans ” shall have the meaning assigned to such term in Section 2.21(a).

“ incur ” shall mean create, issue, assume, guarantee, incur or otherwise become directly or indirectly liable for any Indebtedness; provided , however , that any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be incurred by such Person at the time it becomes a Restricted Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning. Solely for purposes of determining compliance with Section 6.01:

(a)          amortization of debt discount or the accretion of principal with respect to a non-interest bearing or other discount security;

(b)          the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Equity Interests in the form of additional Equity Interests of the same class and with the same terms; and

(c)          the obligation to pay a premium in respect of Indebtedness arising in connection with the issuance of a notice of prepayment, redemption, repurchase, defeasance, acquisition or similar payment or making of a mandatory offer to prepay, redeem, repurchase, defease, acquire, or similarly pay such Indebtedness;

will not be deemed to be the incurrence of Indebtedness.

“ Indebtedness ” of any Person shall mean (a) all indebtedness of such Person for borrowed money (including, without limitation, BAs but excluding the impact of capitalized financing costs and prepayment options), (b) the deferred purchase price of assets or services that in accordance with GAAP would be included as liabilities in the balance sheet of such Person, (c) the face amount of all letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder, (d) all Indebtedness of a second Person secured by any Lien on any property owned by such first Person, whether or not such Indebtedness has been assumed (excluding any Lien created pursuant to the APT Security Agreement), (e) all Finance Lease Obligations of such Person, (f) all net obligations of such Person under interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts, commodity price protection agreements or other commodity price hedging agreements and other similar agreements, (g) without duplication, all Guarantee Obligations of such Person in respect of the foregoing and (h) any Disqualified Capital Stock; provided that Indebtedness shall not include (i) trade payables and accrued expenses, in each case payable directly or through a bank clearing arrangement and arising in the ordinary course of business, (ii) obligations to make progress or incentive payments under Satellite Purchase Agreements and Launch Services Agreements, in each case, not overdue by more than 90 days, (iii) deferred or prepaid revenue, (iv) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller, (v) obligations to make payments to one or more insurers under satellite insurance policies in respect of premiums or the requirement to remit to such insurer(s) a portion of the future revenues generated by a Satellite which has been declared a constructive total loss, in each case in accordance with the terms of the insurance policies relating thereto, (vi) Indebtedness of any parent entity appearing on the balance sheet of Holdings or any Restricted Subsidiary solely by reason of “pushdown” accounting under GAAP, (vii) Non-Finance Lease Obligations or other obligations under or in respect of straight-line leases, operating leases or Sale Leasebacks (except resulting in Finance Lease Obligations) and (viii) customer deposits made in connection with the construction or acquisition of a Satellite being constructed or acquired at the request of one or more customers. The amount of Indebtedness of any Person for purposes of clause (d) 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 reasonably determined by such Person in good faith. The amount of Indebtedness of any Person for purposes of clause (h) shall be deemed to be equal to the greater of the voluntary or involuntary liquidation preference and maximum fixed repurchase price in respect of such Disqualified Capital Stock. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Agreement, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of Holdings.

“ Indemnified Taxes ” shall mean all Taxes other than Excluded Taxes and Other Taxes.

“ Indemnitee ” shall have the meaning assigned to such term in Section 9.05(b).

“ Information ” shall have the meaning given to it in Section 3.14.

“ ING ” shall have the meaning assigned to such term in the introductory paragraph to this Agreement.

“ In-Orbit Insurance ” shall mean, with respect to any Satellite (or, if the entire Satellite is not owned by the Canadian Borrower or any of its Restricted Subsidiaries, as the case may be, the portion of the Satellite it owns or for which it has risk of loss), insurance (subject to a right of coinsurance or deductible in an amount up to $75.0 million) or other contractual arrangement providing for coverage against the risk of loss of or damage to such Satellite (or portion, as applicable) attaching upon the expiration of the Launch Insurance therefor (or, if Launch Insurance is not procured, upon the initial completion of in-orbit testing) and attaching, during the commercial in-orbit service of such Satellite (or portion, as applicable), upon the expiration of the immediately preceding corresponding policy or other contractual arrangement, as the case may be, subject to the terms and conditions set forth herein.

“ In-Orbit Contingency Protection ” shall mean transponder capacity that, in the good faith determination of the Canadian Borrower, is available on a contingency basis from the Canadian Borrower or its Restricted Subsidiaries, or any Subsidiary of any parent of the Canadian Borrower, directly or from another satellite operator pursuant to a contractual arrangement, to accommodate the transfer of traffic representing at least 25% of the revenue-generating capacity with respect to any Satellite (or, if the entire Satellite is not owned by the Canadian Borrower or any of its Restricted Subsidiaries, as the case may be, the portion of the Satellite it owns or for which it has risk of loss) that may suffer actual or constructive total loss and that meets or exceeds the contractual performance specifications for the transponders that had been utilized by such traffic; it being understood that the Satellite (or portion, as applicable) shall be deemed to be insured for a percentage of the Satellite’s (or applicable portion’s) net book value for which In-Orbit Contingency Protection is available.

“ Interco ” shall mean Telesat Interco Inc.

“ Intercompany Note ” shall mean an intercompany note substantially in the form of Exhibit F hereto.

“ Interest Election Request ” shall mean a request by the Canadian Borrower to convert or continue a Term B- 3 4 Loan Borrowing or Revolving R-2 Facility Borrowing in accordance with Section 2.08.

“ Interest Payment Date ” shall mean (a) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing and, in addition, the date of any refinancing or conversion of such Borrowing with or to a Borrowing of a different Type, (b) with respect to any ABR Loan, the last day of each calendar quarter, and, in addition, the date of any refinancing or conversion of such Borrowing with or to a Borrowing of a different Type, and (c) with respect to any Swingline Loan, the day that such Swingline Loan is required to be repaid pursuant to Section 2.10(a).

“ Interest Period ” shall mean (a) as to any Eurodollar Borrowing, the period commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as applicable, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter (or 12 months or a period shorter than one month, if agreed to by all relevant Lenders at the time of the applicable Borrowing, or, in the case of the Borrowings to be made on the Amendment No. 2 4 Effective Date, such shorter period as to which the Administrative Agent shall consent), as the Canadian Borrower may elect, or the date any Eurodollar Borrowing is converted to an ABR Borrowing in accordance with Section 2.08 or repaid or prepaid in accordance with Section 2.10, 2.11 or 2.12; provided , however , that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period and (b) as to any BA Borrowing, the BA Contract Period.

“ Investment ” shall mean, for any Person: (a) the acquisition (whether for cash, property, services or securities or otherwise) of capital stock, bonds, notes, debentures, partnership or other ownership interests or other securities of any other Person (including any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such sale); (b) the making of any deposit with, or advance, loan or other extension of credit to, any other Person (including the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person), but excluding any such deposit, advance, loan or extension of credit having a term not exceeding 364 days arising in the ordinary course of business and excluding also any Investment in leases entered into in the ordinary course of business; or (c) the entering into of any guarantee of, or other contingent obligation with respect to, Indebtedness or other monetary liability of any other Person. The amount, as of any date of determination, of (i) any Investment in the form of a loan or an advance shall be the principal amount thereof outstanding on such date, minus any payments in cash or Cash Equivalents actually received by such investor representing interest in respect of such Investment, but without any adjustment for write-downs or write-offs (including as a result of forgiveness of any portion thereof) with respect to such loan or advance after the date thereof, (ii) any Investment in the form of a guarantee shall be 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 in good faith by a Responsible Officer of the Canadian Borrower, (iii) any Investment in the form of a transfer of Equity Interests or other non-cash property or services by the investor to the investee, including any such transfer in the form of a capital contribution, shall be the fair market value of such Equity Interests or other property or services as of the time of the transfer, minus any payments actually received by such investor representing a return in respect of such Investment, but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment, and (iv) any Investment (other than any Investment referred to in clause (i), (ii) or (iii) above) by the specified Person in the form of a purchase or other acquisition for value of any Equity Interests, evidences of Indebtedness or other securities of any other Person shall be the original cost of such Investment, except that the amount of any Investment in the form of an acquisition shall be the Acquisition Consideration, minus the amount of any portion of such Investment that has been repaid to the investor as a return in respect of such Investment (without duplication of amounts increasing the Applicable Amount), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment. Notwithstanding the foregoing, in no event shall any Investment be deemed to be in an outstanding amount less than $0. For purposes of Section 6.05, if an Investment involves the acquisition of more than one Person, the amount of such Investment shall be allocated among the acquired Persons in accordance with GAAP; provided that pending the final determination of the amounts to be so allocated in accordance with GAAP, such allocation shall be as reasonably determined by a Responsible Officer of the Canadian Borrower. For the avoidance of doubt, if Holdings or any Restricted Subsidiary issues, sells or otherwise disposes of any Equity Interests of a Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by Holdings or any Restricted Subsidiary in such Person remaining after giving effect thereto shall not be deemed to be a new Investment at such time.

“ ISED ” shall mean the Department of Innovation, Science and Economic Development Canada or any successor department of the Government of Canada substituted therefor.

“ ISED Authorizations ” shall mean all authorizations, orders, licenses and exemptions issued by ISED to Holdings or any of its Subsidiaries, pursuant to authority under the Radiocommunication Act or the Telecommunications Act, as amended, under which Holdings or any of its Subsidiaries is authorized to launch and operate any of its Satellites or to operate any of its transmit only, receive only or transmit and receive earth stations or any ancillary terrestrial communications facilities.

“ ISP ” shall mean, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

“ Joint Lead Arrangers ” shall mean (x) with respect to the Term B-3 Loan Facility Loans , JPMorgan Chase Bank, N.A., Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA and Morgan Stanley Senior Funding, Inc. and (y , (y) with respect to the Term B-4 Loan Facility, JPMorgan Chase Bank, N.A. and (z ) with respect to the Revolving R-2 Facility, Canadian Imperial Bank of Commerce, BMO Capital Markets Corp., RBC Capital Markets, ¹ and TD SECURITIES.

“ Joint Venture ” shall mean any joint venture entity, whether a company, unincorporated firm, undertaking, joint venture, association, partnership or any other entity which, in each case, is not a Subsidiary of Holdings or any of its Restricted Subsidiaries but in which Holdings or a Restricted Subsidiary has a direct or indirect equity or similar interest.

“ JPMCB ” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“ Judgment Currency ” shall have the meaning assigned to such term in Section 9.17(b).

“ Junior Priority Intercreditor Agreement ” shall mean the Junior Priority Intercreditor Agreement substantially in the form of Exhibit M-2, among (x) the Collateral Agent and (y) one or more representatives of the holders of Permitted Additional Debt and/or Permitted Refinancing Debt secured by Liens on the Collateral ranking junior to the Liens securing the Secured Obligations, with any immaterial changes and material changes thereto in light of the prevailing market conditions, which material changes shall be posted to the Lenders not less than five Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within five Business Days after posting, then the Required Lenders shall be deemed to have agreed that the Administrative Agent’s and/or Collateral Agent’s entry into such intercreditor agreement (with such changes) is reasonable and to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent’s and/or Collateral Agent’s execution thereof.

“ Launch ” shall mean, with respect to any Satellite, the point in time before lift-off of such Satellite at which risk of loss of such Satellite passes to the applicable Satellite Purchaser under the terms of the applicable Satellite Purchase Agreement, unless risk of loss thereunder is to pass to such Satellite Purchaser after lift-off, in which case “Launch” shall mean the intentional ignition of the first stage engines of the launch vehicle that has been integrated with such Satellite.

“ Launch Insurance ” shall mean, with respect to any Satellite, insurance for risks of loss of and damage to such Satellite attaching not later than the time of Launch and continuing at least until the successful or unsuccessful attempt to achieve physical separation of such Satellite from the launch vehicle that had been integrated with such Satellite.

“ Launch Services Agreement ” shall mean, with respect to any Satellite, the agreement between the applicable Satellite Purchaser and the applicable Launch Services Provider relating to the launch of such Satellite.

“ Launch Services Provider ” shall mean, with respect to any Satellite, the provider of launch services for such Satellite pursuant to the terms of the Launch Services Agreement related thereto.

“ Law ” shall mean, collectively, all international, foreign, Federal, state, provincial 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, directives, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of Law.

“ L/C Borrowing ” shall mean a Revolving R-2 Facility Borrowing made pursuant to Section 2.05(e)(iv) and (v) to refinance Unreimbursed Amounts in respect of drawn Letters of Credit.

“ L/C Disbursement ” shall mean a payment or disbursement made by a L/C Issuer pursuant to a Letter of Credit.

“ L/C Documents ” shall mean, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any other documents delivered in connection therewith, any application therefor and any agreements, instruments, guaranties or other documents (whether general in application to Letters of Credit generally or applicable only to such Letter of Credit) governing or providing for (i) the rights and obligations of the parties concerned or at risk or (ii) any collateral security for such obligations.

“ L/C Issuer ” shall mean (i) JPMCB and CIBC, each in their respective capacity as issuer of Letters of Credit under Section 2.05(a), and their respective permitted successor or successors in such capacity and (ii) any other Lender which the Canadian Borrower shall have designated as an “L/C Issuer” by notice to the Administrative Agent and such Lender shall have accepted such designation in accordance with Section 2.05.

“ L/C Issuer Fees ” shall have the meaning assigned to such term in Section 2.13(b).

“ L/C Obligations ” shall mean at any time, the sum of (i) the maximum amount which is, or at any time thereafter may become, available to be drawn under Letters of Credit then outstanding, assuming compliance with all requirements for drawings referred to in such Letters of Credit plus (ii) the aggregate amount of all L/C Disbursements not yet reimbursed by the Canadian Borrower as provided in Section 2.05(e)(ii), (iii), (iv) or (v) to the applicable L/C Issuers in respect of drawings under Letters of Credit, including any portion of any such obligation to which a Lender has become subrogated pursuant to Section 2.05(e)(vi). For all purposes of this Agreement and all other Loan Documents, 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.

“ L/C Participation Fee ” shall have the meaning assigned such term in Section 2.13(b).

“ L/C Sublimit ” shall mean an amount equal to $25.0 million. The L/C Sublimit is a part of, and not in addition to, the Revolving R-2 Facility.

“ LCA Election ” shall have the meaning assigned to such term in Section 1.06.

“ LCA Test Date ” shall have the meaning assigned to such term in Section 1.06.

“ Lender ” shall mean (a) as of the Amendment No. 2 4 Effective Date, the Persons listed on Schedule 2.01 , (b) each Person having a Converted Term Loan pursuant to Amendment No. 2 4 and (c) any other Person that shall become a party hereto as a “lender” pursuant to Section 9.04 and (d) each person that becomes a “lender” pursuant to the terms of Section 2.21, in each case other than a Person who ceases to hold any outstanding Loans, Letter of Credit Exposure, Swingline Exposure or any Commitment.

“ Lender Insolvency Event ” shall mean that (i) a Lender or its Parent Company is determined or adjudicated to be insolvent by a Governmental Authority, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (ii) such Lender or its Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its Parent Company, or such Lender or its Parent Company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment; provided that a Lender Insolvency Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interest in any Lender or its Parent Company by a Governmental Authority or an instrumentality thereof.

“ Letter of Credit ” shall mean any letter of credit or letter of guarantee issued pursuant to Section 2.05 or any Existing Letter of Credit.

“ Letter of Credit Expiration Date ” shall mean the day that is three Business Days prior to the Revolving R-2 Facility Maturity Date then in effect.

“ Letter of Credit Exposure ” shall mean, subject to Section 2.23, with respect to any Lender, at any time, the sum of (a) the amount of any Unpaid Drawings in respect of which such Lender has made (or is required to have made) Revolving R-2 Facility Loans pursuant to Section 2.05 at such time and (b) such Lender’s Revolving R-2 Commitment Percentage of the L/C Obligations at such time (excluding the portion thereof consisting of Unpaid Drawings in respect of which the Lenders have made (or are required to have made) Revolving R-2 Facility Loans pursuant to Section 2.05).

“ Letter of Credit Request ” shall have the meaning assigned to such term in Section 2.05(c)(i).

“ LIBO Rate ” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m., London time, on the Quotation Day for such Interest Period by reference to the applicable Reference Rate, for a period equal to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the average (rounded upward, if necessary, to the next 1/100 of 1%) of the respective interest rates per annum at which deposits in the currency of such Borrowing are offered for such Interest Period to major banks in the London interbank market by the Reference Banks at approximately 11:00 a.m., London time, on the Quotation Day for such Interest Period.

“ Lien ” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, pledge, encumbrance, charge, deemed trust created by operation of law or security interest in or on such asset or to which such asset is subject and (b) the interest of a vendor or a lessor under any conditional sale agreement, Finance Lease Obligation or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset. For the avoidance of doubt, in no event shall a Non-Finance Lease Obligation be deemed to be a Lien.

“ Limited Condition Acquisition ” shall mean any acquisition by Holdings and/or one or more of its Restricted Subsidiaries permitted by this Agreement or any transaction that, if consummated would constitute a Permitted Change of Control, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

“ Loan Documents ” shall mean this Agreement, the Letters of Credit, the BAs, the Security Documents, any promissory note issued under Section 2.10(e), Amendment No. 2 2, Amendment No. 3, Amendment No. 4 and, solely for the purposes of Section 7.01(c) hereof, the Fee Letter.

“ Loan Participant ” shall have the meaning assigned to such term in Section 9.04(c).

“ Loan Parties ” shall mean Holdings, the Borrowers and each Subsidiary Loan Party.

“ Loans ” shall mean the Term Loans, the Revolving R-2 Facility Loans and the Swingline Loans.

“ Loral ” shall mean Loral Space & Communications Inc.

“ Majority Lenders ” (i) for the Revolving R-2 Facility, shall mean, at any time, Lenders under such Facility having Revolving R-2 Facility Loans and unused Revolving R-2 Facility Commitments representing more than 50% of the sum of all Revolving R-2 Facility Loans outstanding under the Revolving R-2 Facility and unused Revolving R-2 Facility Commitments at such time and (ii) for each of the Term Loan Facilities, Lenders having applicable Term Loans and Term Loan Commitments representing more than 50% of the sum of all Term Loans and Term Loan Commitments of such Term Loan Facility.

“ Margin Stock ” shall have the meaning assigned to such term in Regulation U.

“ Market Capitalization ” shall mean an amount equal to (a) the total number of issued and outstanding shares of common Equity Interests of the Holdings, the Canadian Borrower or any parent entity of Holdings on the date of the declaration of a dividend permitted pursuant to Section 6.06(i) multiplied by (b) the arithmetic mean of the closing prices per share of such common Equity Interests on the principal securities exchange on which such common Equity Interests are traded for the 30 consecutive trading days immediately preceding the date of declaration of such dividend.

“ Material Adverse Effect ” shall mean the existence of events, conditions and/or contingencies that have had or are reasonably likely to have (a) a materially adverse effect on the business, operations, properties, assets or financial condition of Holdings and the Subsidiaries, taken as a whole, or (b) a material impairment of the validity or enforceability of, or a material impairment of the material rights, remedies or benefits available to the Lenders, any L/C Issuer, the Administrative Agent or the Collateral Agent under any Loan Document.

“ Material Indebtedness ” shall mean Indebtedness (other than Loans and Letters of Credit) of any one or more of Holdings or any Restricted Subsidiary in an aggregate principal amount exceeding $110.0 million.

“ Material Leased Real Property ” shall have the meaning assigned to such term in Section 5.10(b).

“ Material Owned Real Property ” shall have the meaning assigned to such term in Section 5.10(b).

“ Material Real Property ” shall mean Material Leased Real Property and Material Owned Real Property.

“ Material Subsidiary ” shall mean, at any date of determination, any Restricted Subsidiary (a) whose Total Assets at the last day of the Test Period ending on the last day of the most recent fiscal period for which financial statements have been delivered pursuant to Section 5.04(a) were equal to or greater than 5% of the consolidated Total Assets of Holdings and its consolidated subsidiaries at such date or (b) whose gross revenues for such Test Period were equal to or greater than 5% of the consolidated gross revenues of Holdings and its consolidated subsidiaries for such period, in each case determined in accordance with GAAP.

“ Maximum Rate ” shall have the meaning assigned to such term in Section 9.09.

“ Mezzanine Securities ” shall mean the securities periodically issued by the Canadian Borrower in favor of Loral as satisfaction of the Canadian Borrower’s payments under the Consulting Agreement.

“ Minority Investment ” shall mean any Person (other than a Subsidiary) in which Holdings or any Restricted Subsidiary owns capital stock or other equity interests.

“ Moody’s ” shall mean Moody’s Investors Service, Inc.

“ Mortgaged Properties ” shall mean (i) the real property of the applicable Loan Party set forth on Schedule 1.01(c) and designated therein as “Mortgaged Properties” and (ii) such additional real property (if any) of Loan Parties encumbered by a Mortgage pursuant to Section 5.10.

“ Mortgages ” shall mean the mortgages, deeds of trust, debentures, deeds of hypothec, assignments of leases and rents, leasehold mortgages, leasehold deeds of interest and other security documents delivered pursuant to Section 4.02(d) or 5.10, as amended, supplemented or otherwise modified from time to time, with respect to Mortgaged Properties each in a form reasonably satisfactory to the Administrative Agent (which shall include, for U.S. mortgaged properties, a mortgage substantially in the form attached hereto as Exhibit K) and consistent with the provisions of this Agreement.

“ Multiemployer Plan ” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which Holdings, the Borrowers, the Canadian Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding six plan years made or accrued an obligation to make contributions.

“ Named Satellites ” shall mean the Satellites commonly referred to as Anik F1R, Anik F2, Anik F3, Telstar 11N, Telstar 12, Nimiq 4, Nimiq 5, Anik G1, Nimiq 6, Telstar 12 Vantage (following the expiry of its applicable Launch Insurance), Telstar 18 Vantage (following its successful launch and the expiry of its applicable Launch Insurance) and Telstar 19 Vantage (following its successful launch and the expiry of its applicable Launch Insurance).

“ Net Cash Proceeds ” shall mean, with respect to any Prepayment Event, (a) the gross cash proceeds (including payments from time to time in respect of installment obligations, if applicable) received by or on behalf of Holdings or any of the Restricted Subsidiaries in respect of such Prepayment Event less (b) the sum of:

(i)           in the case of any Prepayment Event, the amount, if any, of all Taxes paid or estimated to be payable by Holdings or any of the Restricted Subsidiaries in connection with such Prepayment Event,

(ii)          in the case of any Prepayment Event, the amount of any reasonable reserve established in accordance with GAAP against any liabilities (other than any Taxes deducted pursuant to clause (i) above) (x) associated with the assets that are the subject of such Prepayment Event and (y) retained by Holdings or any of the Restricted Subsidiaries; provided that 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 Cash Proceeds of such a Prepayment Event occurring on the date of such reduction,

(iii)         in the case of any Prepayment Event, the amount of any Indebtedness secured by a Lien on the assets that are the subject of such Prepayment Event to the extent that the instrument creating or evidencing such Indebtedness requires that such Indebtedness be repaid upon consummation of such Prepayment Event,

(iv)         in the case of any Asset Sale Event, Casualty Event or Permitted Sale Leaseback, the amount of any proceeds of such Asset Sale Event, Casualty Event or Permitted Sale Leaseback that Holdings or any Subsidiary has (a) reinvested prior to the last day of such Reinvestment Period, (b) entered into a binding commitment to reinvest such proceeds within two years after the receipt of such proceeds prior to the last day of such Reinvestment Period or (c) entered into a binding commitment to reinvest such proceeds in Satellites and/or other Satellite Assets, including the costs of any Launch and Launch Insurance, which Satellite shall (A) achieve the milestone known as preliminary design review within two years after the receipt of such proceeds and (B) be scheduled for launch within four years after the receipt of such proceeds, in each case, in the business of Holdings or any of the Restricted Subsidiaries (subject to Section 6.20); provided that proceeds deducted from Net Cash Proceeds pursuant to this clause (iv) by reason of clause (b) or (c) shall (x) be deemed to be Net Cash Proceeds of an Asset Sale Event, Casualty Event or Permitted Sale Leaseback occurring on the last day of the two year period described in clause (b) if such amounts are not so reinvested or on the last day of the period set forth the applicable milestone in clause (c) if such milestone is not met during such applicable period and (y) if so deemed to be Net Cash Proceeds, be applied to the repayment of Loans in accordance with Section 2.12(c); provided that notwithstanding the foregoing, with respect to Satellite Assets sold pursuant to Section 6.04(f), such reinvestment must be made in Satellite Assets,

(v)          in the case of any Casualty Event, the amount of any payment to any customer providing a deposit or other related amounts which must be repaid in the event of a Casualty Event, including any rebates, settlement amounts or other proceeds received from a Satellite Manufacturer in relation to performance incentives or performance warranty paybacks with respect to a Satellite (it being understood that if such proceeds are in respect of a replacement Satellite which has not achieved the milestone known as preliminary design review within the relevant period referred to in clause (iv) or is not scheduled to be launched within four years of receipt of such proceeds with respect to such predecessor Satellite referred to in clause (iv), then such proceeds need only to be applied to the Loans and Commitments to the extent of such proceeds without giving effect to clause (iv) to the extent of any duplication),

(vi)         in the case of any Asset Sale Event or Casualty Event by any non-wholly owned Restricted Subsidiary, the pro rata portion of the net cash proceeds thereof (calculated without regard to this clause (vi)) attributable to minority interests and not available for distribution to or for the account of Holdings or a wholly owned Restricted Subsidiary as a result thereof, and

(vii)        in the case of any Prepayment Event, incurrence of Indebtedness, disposition, issuance of Equity Interests or receipt of a capital contribution, the reasonable and customary fees, commissions, expenses (including attorney’s fees, investment banking fees, survey costs, title insurance premiums and search and recording charges, transfer taxes, deed or mortgage recording taxes and other customary expenses and brokerage, consultant and other customary fees or commissions), issuance costs, discounts and other costs and expenses (and, in the case of the incurrence of any Indebtedness the proceeds of which are required to be used to prepay any Class of Loans and/or reduce any Class of Commitments under this Agreement, accrued interest and premium, if any, on such Loans and any other amounts (other than principal) required to be paid in respect of such Loans and/or Commitments in connection with any such prepayment and/or reduction), and payments made in order to obtain a necessary consent required by applicable law, in each case only to the extent not already deducted in arriving at the amount referred to in clause (a) above.

“ New Holdings ” shall have the meaning provided in the definition of the term “Holdings”.

“ Non-Consenting Lender ” shall have the meaning assigned to such term in Section 2.20(c).

“ Non-Debt Fund Affiliate ” shall mean shall mean any Affiliate of Holdings (other than the Borrowers or any Restricted Subsidiary) that is not a Debt Fund Affiliate.

“ Non-Defaulting Lender ” shall mean and includes each Lender other than a Defaulting Lender.

“ Non-Extension Notice Date ” shall have the meaning assigned to such term in Section 2.05(c)(iii).

“ Non-Finance Lease Obligations ” shall mean a lease obligation that is not required to be accounted for as a financing or capital lease on both the balance sheet and the income statement for financial reporting purposes in accordance with GAAP. For avoidance of doubt, a straight-line or operating lease shall be considered a Non-Finance Lease Obligation.

“ Non-Loan Party Asset Sale ” shall have the meaning assigned to such term in Section 2.12(h).

“ Non-Loan Party Casualty Event ” shall have the meaning assigned to such term in Section 2.12(h).

“ Non-Subsidiary Loan Party ” shall mean any Subsidiary that is not a Subsidiary Loan Party.

“ Non-U.S. Pension Plan ” shall mean any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States of America by Holdings, the Borrowers or any Subsidiary primarily for the benefit of employees of Holdings, the Borrowers or any Subsidiary residing outside the United States of America (other than in Canada), which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

“ Note ” shall have the meaning assigned to such term in Section 2.10(e).

“ Obligations ” shall mean (a) obligations of the Borrowers and the other Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Term Loans and Revolving R-2 Facility Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise (including reimbursement obligations in respect of BAs accepted hereunder), and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrowers and the other Loan Parties under this Agreement and the other Loan Documents, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrowers and the other Loan Parties under or pursuant to this Agreement and the other Loan Documents.

“ OFAC ” shall have the meaning assigned to such term in Section 3.21(a).

“ Offered Amount ” shall have the meaning given to it in Section 2.12(f)(iv)(A).

“ Offered Discount ” shall have the meaning given to it in Section 2.12(f)(iv)(A).

“ Organizational Documents ” shall mean, with respect to any person, (i) in the case of any corporation, the certificate of incorporation, articles and by-laws (or similar documents) of such person, (ii) in the case of any limited liability company, the certificate of formation and operating agreement (or similar documents) of such person, (iii) in the case of any limited partnership, the certificate of formation or partnership declaration and limited partnership agreement (or similar documents) of such person, (iv) in the case of any general partnership, the partnership agreement (or similar document) of such person and (v) in any other case, the functional equivalent of the foregoing.

“ Other Taxes ” shall mean any and all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies (including, for clarification, goods and services taxes, harmonized sale taxes, provincial sales tax and any other sales, value-added or transfer tax) arising from any payment made hereunder or from the execution, delivery, performance, registration or enforcement of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes imposed with respect to an assignment of an interest in any Loan or Loan Document (other than an assignment made pursuant to Section 2.20(b)) as a result of a present or former connection between the Administrative Agent, Lender, Swingline Lender or L/C Issuer, as applicable, and the jurisdiction imposing such Tax (other than connections arising from such Administrative Agent, Lender, Swingline Lender or L/C Issuer having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“ Parent Company ” shall mean, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the economic or voting Equity Interests of such Lender.

“ Participant Register ” shall have the meaning given to it in Section 9.04(c)(i).

“ Participating Lender ” shall have the meaning given to it in Section 2.12(f)(iii)(B).

“ Participation Interest ” shall mean a Credit Extension by a Lender by way of a purchase of a participation interest in Letters of Credit or L/C Obligations as provided in Section 2.05(d), in Swingline Loans as provided in Section 2.04(f) or in any Loans as provided in Section 2.19(e).

“ Patriot Act ” shall mean the Uniting and Strengthening America by Providing the Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“ PBGC ” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“ PCTFA ” shall have the meaning assigned to such term in the definition of “Anti-Terrorism Laws and Anti-Money Laundering Laws”.

“ Permitted Acquisition ” shall mean the acquisition, by merger or otherwise, by Holdings or any of the Restricted Subsidiaries of assets or capital stock or other equity interests, so long as (a) such acquisition and all transactions related thereto shall be consummated in all material respects in accordance with applicable law; (b) such acquisition shall result in the issuer of such capital stock or other equity interests to the extent applicable becoming a Restricted Subsidiary and a Subsidiary Guarantor, to the extent required by Section 5.10; (c) such acquisition shall result in the Administrative Agent, for the benefit of the applicable Lenders, being granted a security interest in any capital stock or any assets so acquired, to the extent required by Section 5.10; and (d) after giving effect to such acquisition, no Event of Default under Sections 7.01(b), (c), (h) or (i) has occurred and is continuing.

“ Permitted Additional Debt ” shall mean (a) secured or unsecured bonds, notes or debentures (which bonds, notes or debentures, if secured, may be secured by Liens on the Collateral having a priority ranking equal to the priority of the Liens on the Collateral securing the Secured Obligations (but without regard to control of remedies) or by Liens on the Collateral having a priority ranking junior to the Liens on the Collateral securing the Secured Obligations) or (b) secured or unsecured loans (or commitments to provide loans or other extensions of credit) (which loans or commitments, if secured, may be secured by Liens on the Collateral having a priority ranking junior (but not equal) to the Liens on the Collateral securing the Secured Obligations), in each case incurred by or provided to the Canadian Borrower, the U.S. Borrower or another Guarantor, provided that (a) the terms of such Indebtedness or commitments do not provide for maturity or any scheduled amortization or mandatory repayment, mandatory redemption, mandatory commitment reduction, mandatory offer to purchase or sinking fund obligation prior to the Final Maturity Date, other than, subject (except, in the case of any such Indebtedness or commitments that constitute, or are intended to constitute, other First Lien Obligations) to the prior repayment or prepayment of, or the prior offer to repay or prepay (and to the extent such offer is accepted, the prior repayment or prepayment of) the Obligations hereunder (other than Swap Obligations, Cash Management Obligations or contingent indemnification obligations and other contingent obligations not then due and payable), customary prepayments, commitment reductions, repurchases, redemptions, defeasances, acquisitions or satisfactions and discharges, or offers to prepay, reduce, redeem, repurchase, defease, acquire or satisfy and discharge upon, a change of control, asset sale event or casualty, eminent domain or condemnation event, or on account of the accumulation of excess cash flow (in the case of loans or commitments) and customary acceleration rights upon an event of default; provided that the foregoing requirements of this clause (a) shall not apply to the extent such Indebtedness or commitments constitute a customary bridge facility, so long as the long-term Indebtedness into which any such customary bridge facility is to be converted or exchanged satisfies the requirements of this clause (a) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges, (b) except for any of the following that are applicable only to periods following the Final Maturity Date, the covenants, events of default, Subsidiary guarantees and other terms for such Indebtedness or commitments (excluding, for the avoidance of doubt, interest rates (including through fixed interest rates), interest rate margins, rate floors, fees, maturity, funding discounts, original issue discounts and redemption or prepayment terms and premiums), when taken as a whole, are determined by the Canadian Borrower to not be materially more restrictive on Holdings and its Restricted Subsidiaries than the terms of this Agreement, when taken as a whole ( provided that, if the documentation governing such Indebtedness or commitments contains any Previously Absent Financial Maintenance Covenant, the Administrative Agent shall have been given prompt written notice thereof and this Agreement shall have been amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility ( provided , however , that, if (x) the documentation governing the Permitted Additional Debt that includes a Previously Absent Financial Maintenance Covenant consists of a revolving credit facility (whether or not the documentation therefor includes any other facilities) and (y) such Previously Absent Financial Maintenance Covenant is a covenant only applicable to, or for the benefit of, a revolving credit facility, then this Agreement shall be amended to include such Previously Absent Financial Maintenance Covenant only for the benefit of each revolving credit facility hereunder (and not for the benefit of any term loan facility hereunder) and such Indebtedness or commitments shall not be deemed “more restrictive” solely as a result of such Previously Absent Financial Maintenance Covenant benefiting only such revolving credit facilities); provided that a certificate of a Responsible Officer of the Canadian Borrower delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness or the providing of such commitments, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or commitments or drafts of the documentation relating thereto, stating that the Canadian Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Canadian Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), (c) if such Indebtedness is senior subordinated or subordinated Indebtedness, the terms of such Indebtedness provide for customary “high yield” subordination of such Indebtedness to the Secured Obligations, (d) any Permitted Additional Debt may not be guaranteed by any subsidiaries of Holdings that do not guarantee the Obligations and (e) any secured Permitted Additional Debt incurred may not be secured by any assets that do not secure the Secured Obligations and shall be subject to an applicable Customary Intercreditor Agreement.

“ Permitted Additional Debt Documents ” shall mean any document or instrument (including any guarantee, security or collateral agreement or mortgage and which may include any or all of the Loan Documents) issued or executed and delivered with respect to any Permitted Additional Debt by any Loan Party.

“ Permitted Additional Debt Obligations ” shall mean, if any secured Permitted Additional Debt has been incurred by or provided to a Loan Party and is outstanding, the collective reference to (a) the due and punctual payment of (i) the principal of and premium, if any, and interest at the applicable rate provided in the applicable Permitted Additional Debt Documents (including interest accruing during the pendency of any proceeding under any applicable Debtor Relief Laws (or would accrue but for the operation of applicable Debtor Relief Laws), regardless of whether allowed or allowable in such proceeding) on any such Permitted Additional Debt, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment, repurchase, redemption, defeasance, acquisition or otherwise and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any proceeding under any applicable Debtor Relief Laws, regardless of whether allowed or allowable in such proceeding), of Holdings or any other Loan Party to any of the Permitted Additional Debt Secured Parties under the applicable Permitted Additional Debt Documents and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrowers or any Loan Party under or pursuant to applicable Permitted Additional Debt Documents.

“ Permitted Additional Debt Secured Parties ” shall mean the holders from time to time of the secured Permitted Additional Debt Obligations (and any representative on their behalf).

“ Permitted Business ” shall mean the business conducted or proposed to be conducted by Holdings and its Subsidiaries on the Amendment No. 2 Effective Date or any business that is similar, reasonably related, incidental or ancillary thereto.

“ Permitted Change of Control ” shall mean any transaction or series of related transactions in which more than 50.0% of the total voting power of the Voting Stock of Holdings is acquired, directly or indirectly through one or more holding companies, by a Buyer and Holdings shall be in compliance, on a pro forma basis assuming the giving of effect to such transactions or series of related transactions (including any Indebtedness incurred or to be incurred) in connection therewith, with a Total Leverage Ratio of no greater than 4.50 to 1.00, as such ratio is recomputed as of, subject to the provisions of Section 1.06, the last day of the Test Period most recently ended on or prior to the date of consummation of such Permitted Change of Control).

“ Permitted Change of Control Costs ” means all reasonable fees, costs and expenses incurred or payable by Holdings or any of its Restricted Subsidiaries in connection with a Permitted Change of Control.

“ Permitted Change of Control Election ” shall have the meaning given to it in Section 2.09(e).

“ Permitted Change of Control Terminated Commitments ” shall have the meaning given to it in Section 2.09(e).

“ Permitted Equal Priority Refinancing Debt ” shall mean any secured Indebtedness incurred by any Borrower and/or the Guarantors in the form of one or more series of senior secured notes, bonds or debentures; provided that (a) such Indebtedness is secured by Liens on all or a portion of the Collateral on an equal priority basis with the Liens on the Collateral securing the Secured Obligations (but without regard to the control of remedies) and is not secured by any property or assets of Holdings, any Borrower or any Restricted Subsidiary other than the Collateral, (b) such Indebtedness satisfies the applicable requirements set forth in the provisos to the definition of “Credit Agreement Refinancing Indebtedness”, (c) such Indebtedness is not at any time guaranteed by any Subsidiaries of Holdings other than Subsidiaries that are Guarantors and (d) the holders of such Indebtedness (or their representative) and Collateral Agent shall become parties to a Customary Intercreditor Agreement providing that the Liens on the Collateral securing such obligations shall rank equal in priority to the Liens on the Collateral securing the Secured Obligations (but without regard to the control of remedies).

“ Permitted Investor ” shall mean each of (a) (i) Loral, (ii) PSPIB, (iii) MHR Fund Management LLC, (iv) Intelsat, Ltd., (v) SES SA, (vi) Eutelsat Communications SA, (vii) EchoStar Corporation, (viii) Dish Network Corporation, (ix) Inmarsat plc, (x) the Buyer and (xi) Affiliates of each of the foregoing (including, for the avoidance of doubt, any limited partnership, the general partner of which is owned by a convenience party, such as a trust for the benefit of a charity, such general partner, any trust controlling such general partner, and such convenience party), (b) members of management of Holdings who are shareholders of Holdings on the Amendment No. 2 Effective Date and (c) other than for purposes of determining the “Permitted Investors” for purposes of clause (a)(i) of the definition of “Change of Control”, any Person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act (or any successor provision)) the members of which include any of the Permitted Investors specified in clauses (a) and (b) above (a “ Permitted Investor Group ”); provided that, in the case of any Permitted Investor Group, the Permitted Investors specified in clauses (a) and (b) above collectively own, directly or indirectly, without giving effect to the existence of such group, Equity Interests having more than 50.0% of the total voting power of the Voting Stock of Holdings held by such Permitted Investor Group; provided , further , that, in the case of clauses (a)(iv) through (a)(ix) (and clause (a)(xi) solely with respect to clauses (a)(iv) through (a)(ix)) of this definition, a Rating Decline shall not have occurred in connection with the transaction (including any incurrence of Indebtedness used to finance the acquisition thereof) involving such Permitted Investor that would have resulted in a Change of Control (but for the terms of this definition) and provided , further , that the notice referred to in the definition of Rating Decline has been given to each of the Rating Agencies.

“ Permitted Investor Group ” shall have the meaning provided in the definition of the term “Permitted Investor”.

“ Permitted Junior Priority Refinancing Debt ” shall mean secured Indebtedness incurred by any Borrower and/or any Guarantor in the form of one or more series of junior lien secured notes, bonds or debentures or junior lien secured loans; provided that (a) such Indebtedness is secured by Liens on all or a portion of the Collateral on a junior priority basis to the Liens on the Collateral securing the Secured Obligations and any other First Lien Obligations and is not secured by any property or assets of Holdings, the Borrowers or any Restricted Subsidiary other than the Collateral, (b) such Indebtedness satisfies the applicable requirements set forth in the provisos in the definition of “Credit Agreement Refinancing Indebtedness” ( provided that such Indebtedness may be secured by a Lien on the Collateral that ranks junior in priority to the Liens on the Collateral securing the Secured Obligations and any other First Lien Obligations, notwithstanding any provision to the contrary contained in the definition of “Credit Agreement Refinancing Indebtedness”), (c) the holders of such Indebtedness (or their representative) and the Collateral Agent shall become parties to a Customary Intercreditor Agreement providing that the Liens on the Collateral securing such obligations shall rank junior in priority to the Liens on the Collateral securing the Secured Obligations, and (d) such Indebtedness is not at any time guaranteed by any Subsidiaries of Holdings other than Subsidiaries that are Guarantors.

“ Permitted Liens ” shall mean:

(a)          Liens for taxes, assessments or governmental charges or claims not yet due or which are being contested in good faith and by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP;

(b)          Liens in respect of property or assets of Holdings or any of the Restricted Subsidiaries imposed by law, such as carriers’, warehousemen’s, storers’, repairers’ and mechanics’ Liens, landlords’ liens and other similar Liens arising in the ordinary course of business, in each case so long as such Liens arise in the ordinary course of business and do not individually or in the aggregate have a Material Adverse Effect;

(c)          Liens arising from judgments or decrees in circumstances not constituting an Event of Default under Section 7.01;

(d)          Liens incurred or deposits made in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases (other than in respect of a Finance Lease Obligation), government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business;

(e)          ground leases in respect of real property on which facilities owned or leased by Holdings or any of its Subsidiaries are located;

(f)          easements, rights-of-way, restrictions, covenants, conditions, reservations, grants or restrictions of or on oil, gas, water and/or mineral rights, zoning, by-laws, regulations and ordinances of any Governmental Authority, minor defects or irregularities in title and other similar charges or encumbrances not interfering in any material respect as determined in good faith by the Canadian Borrower with the business of Holdings and its Subsidiaries, taken as a whole;

(g)         any interest or title of a lessor or secured by a lessor’s interest under any lease permitted by this Agreement (other than in respect of a Finance Lease Obligation), together with all Liens of whatsoever nature permitted or created by such lessor or any fee owner of the property or any predecessor in title, including in connection with any Permitted Sale Leaseback;

(h)         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;

(i)          Liens on goods the purchase price of which is financed by a documentary letter of credit issued for the account of Holdings or any of its Subsidiaries; provided that such Lien secures only the obligations of Holdings or such Subsidiaries in respect of such letter of credit to the extent permitted under Section 6.01;

(j)          leases or subleases or licenses granted to others not interfering in any material respect as determined in good faith by the Canadian Borrower with the business of Holdings and its Subsidiaries, taken as a whole;

(k)         Liens created in the ordinary course of business in favor of banks and other financial institutions over credit balances of any bank accounts of Holdings and the Restricted Subsidiaries held at such banks or financial institutions, as the case may be, to facilitate the operation of cash pooling and/or interest set-off arrangements in respect of such bank accounts in the ordinary course of business;

(l)          Liens in favor of a counterparty to a Permitted Swap Agreement on any Loan Party’s rights under such Permitted Swap Agreement;

(m)        reservations, limitations, provisos and conditions expressed in any original grant from the Crown or other grants of real or immovable property, or interests therein;

(n)         the right reserved to or vested in any Governmental Authority by the terms of any lease, license, franchise, grant or permit acquired by Holdings or any of its Restricted Subsidiaries 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;

(o)         security given to a public utility or any Governmental Authority when required by such utility or authority in connection with the operations of Holdings or any of its Restricted Subsidiaries in the ordinary course of its business;

(p)         subdivision agreements, site plan control agreements, development agreements, servicing agreements, cost sharing, reciprocal and other similar agreements with municipal and other Governmental Authorities affecting the development, servicing or use of a property; provided the same are complied with in all material respects, except as such non-compliance does not interfere in any material respect as determined in good faith by the Canadian Borrower with the business of Holdings and its Subsidiaries, taken as a whole;

(q)         facility cost sharing, servicing, reciprocal or other similar agreements related to the use and/or operation of a property in the ordinary course of business; provided the same are complied with in all material respects;

(r)          each of the exceptions, liens and other encumbrances set forth Schedule B to the Title Policies issued by Title Companies and delivered pursuant to Section 4.02(e);

(s)         Liens in favor of customers on Satellites or portions thereof (including insurance proceeds relating thereto) or the satellite construction or acquisition agreement being relating thereto in the event such Satellites or portions thereof are being constructed or acquired at the request of one or more customers to secure repayment of deposits and related amounts;

(t)          Liens arising in connection with a Permitted Sale Leaseback;

(u)         restrictions in condosat agreements or revenue agreements (as any such condosat agreements or revenue agreements may from time to time be modified, supplemented, amended, renewed or replaced, the “ Subject Agreements ”) relating to transponders that restrict sales, dispositions, leases or security interests on satellites to any third party purchaser, lessee or secured party unless such purchaser or lessee of such satellite agrees to (or, in the case of a security interest in such satellite, the secured party agrees pursuant to a non-disturbance agreement that in connection with the enforcement of any such security interest or the realization upon any such security interest, such secured party agrees that, prior to or concurrently with the transfer becoming effective, the person to whom the satellite bus shall be transferred shall agree that such transferee shall) be subject to the terms of the applicable Subject Agreement so long as such Subject Agreement is (in the case of any such restriction on a security interest) otherwise reasonably satisfactory to the Administrative Agent in its sole discretion (who may in its sole discretion condition its consent to the terms of such agreement (a) not providing for any liability on the part of the secured party or lenders prior to such secured party taking possession or control of the Satellite and (b) being of no force and effect upon release of such security interest) and provided that, with respect to any Subject Agreement entered into after the Amendment No. 2 Effective Date, the applicable Loan Parties shall have used their commercially reasonable efforts in negotiating such Subject Agreement so that such Subject Agreement does not contain such restrictions; and

(v)         deemed trusts created by operation of law in respect of amounts which are (i) not yet due and payable (ii) immaterial, (iii) being contested in good faith and by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP or (iv) unpaid due to inadvertence after exercising due diligence.

“ Permitted Refinancing ” shall mean, with respect to any Person, any Indebtedness (“ Permitted Refinancing Indebtedness ”) incurred in exchange for or as a replacement of (including by entering into alternative financing arrangements in respect of such exchange or replacement (in whole or in part), by adding or replacing lenders, creditors, agents, borrowers and/or guarantors, or, after the original instrument giving rise to such Indebtedness has been terminated, by entering into any credit agreement, loan agreement, note purchase agreement, indenture or other agreement), or the net proceeds of which are to be used for the purpose of modifying, extending, refinancing, renewing, replacing, redeeming, repurchasing, defeasing, acquiring, amending, supplementing, restructuring, repaying, prepaying, retiring, extinguishing or refunding (collectively, a “ Refinancing ” or to “ Refinance ”) Indebtedness (the “ Refinanced Indebtedness ”) of such Person (or any successive Permitted Refinancing thereof); 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 Refinanced Indebtedness except by an amount equal to unpaid accrued interest, dividends and premium (including tender premiums) thereon plus other amounts paid, and underwriting discounts, defeasance costs, fees, commissions and expenses incurred, in connection with such Refinancing and by an amount equal to any existing commitments unutilized thereunder or as otherwise permitted pursuant to Section 6.01, (b) other than with respect to a Refinancing in respect of Indebtedness permitted pursuant to Section 6.01(f), and subject to the exception in the last proviso in Section 6.01(A)(p), such Permitted Refinancing Indebtedness has a Weighted Average Life to Maturity equal to or longer than the Weighted Average Life to Maturity of the Refinanced Indebtedness, (c) if the Refinanced Indebtedness is subordinated in right of payment to the Obligations, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Obligations on terms not less favorable in any material respect as determined in good faith by the Canadian Borrower to the Lenders as those contained in the documentation governing the Refinanced Indebtedness, taken as a whole, subject to the exception in the first proviso to Section 6.01(A)(p), and (d) if the Refinanced Indebtedness is secured by any assets securing the Secured Obligations, such Permitted Refinancing Indebtedness may be secured by such collateral on terms not materially less favorable to the Lenders, as determined in good faith by the Canadian Borrower, than the terms and conditions of the Refinanced Indebtedness.

“ Permitted Refinancing Indebtedness ” shall have the meaning provided in the definition of the term “Permitted Refinancing”.

“ Permitted Sale Leaseback ” shall mean any Sale Leaseback consummated by Holdings or any of the Restricted Subsidiaries after the Closing Date; provided that any such Sale Leaseback not between the Borrowers and any Guarantor or any Guarantor and another Guarantor is consummated for fair value as determined at the time of consummation in good faith by Holdings (which such determination may take into account any retained interest or other Investment of Holdings or such Restricted Subsidiary in connection with, and any other material economic terms of, such Sale Leaseback).

“ Permitted Swap Agreement ” shall mean a Swap Agreement entered into with the Borrowers or the other Loan Parties that (x) was in existence prior to, and is in effect as of, the Amendment No. 2 Effective Date, (y) is entered into after the Amendment No. 2 Effective Date, in each case, with any counterparty that is a Lender, Agent or Joint Lead Arranger (or an Affiliate of a Lender, Agent or Joint Lead Arranger), unless such Swap Agreement states that it is not a Permitted Swap Agreement for purposes of the definitions of “Secured Creditors” and “Secured Obligations” or (z) is in effect as of the Amendment No. 2 Effective Date with The Governor and Company of the Bank of Ireland or an Affiliate thereof.

“ Permitted Unsecured Refinancing Debt ” shall mean unsecured Indebtedness incurred by any Borrower and/or the Guarantors in the form of one or more series of senior, senior subordinated or subordinated unsecured notes, bonds, debentures or loans; provided that (a) such Indebtedness satisfies the applicable requirements set forth in the provisos in the definition of “Credit Agreement Refinancing Indebtedness” and (b) such Indebtedness is not at any time guaranteed by any Subsidiaries of Holdings other than Subsidiaries that are Guarantors.

“ Person ” or “ person ” shall mean any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company or government, individual or family trusts, or any agency or political subdivision thereof.

“ Plan ” shall mean any “employee pension benefit plan” as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code and in respect of which Holdings, the Canadian Borrower, any Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Pledged Collateral ” shall have the meaning assigned to such term in the Security Documents.

“ PMRR ” has the meaning assigned to that term in the definition of “Collateral and Guarantee Requirement.”

“ PPSA ” shall mean the Personal Property Security Act as in effect from time to time (except as otherwise specified) in an applicable Province or territory of Canada.

“ Prepayment Account ” shall have the meaning given to it in Section 2.06(i).

“ Prepayment Event ” shall mean any Asset Sale Event, Debt Incurrence Event, Casualty Event or any Permitted Sale Leaseback, other than any such Asset Sale Event, Casualty Event or any Permitted Sale Leaseback the Net Cash Proceeds of which are less than $15.0 million.

“ Previous Holdings ” shall have the meaning provided in the definition of the term “Holdings”.

“ Previously Absent Financial Maintenance Covenant ” shall mean, at any time (x) any financial maintenance covenant that is not included in this Agreement at such time and (y) any financial maintenance covenant in any other Indebtedness that is included in this Agreement at such time but with covenant levels that are more restrictive on Holdings and the Restricted Subsidiaries than the covenant levels included in this Agreement at such time.

“ Primary Obligations ” shall mean (i) in the case of the Lenders, all principal of, premium, fees and interest on, all Loans (including the face amount of BAs accepted hereunder), all unreimbursed L/C Disbursements, the maximum amount available to be drawn under all outstanding Letters of Credit and all Fees and (ii) in the case of the Swap Counterparties, all amounts due under each Permitted Swap Agreement with a Swap Counterparty and similar obligations and liabilities.

“ primary obligor ” shall have the meaning assigned to such term in the definition of “Guarantee Obligations.”

“ Prime Rate ” shall mean JPMCB’s “prime rate.”

“ Pro Rata Share ” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Creditor’s Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be.

“ PSP ” shall mean Public Sector Pension Investment Board, a Canadian federal special Act corporation.

“ PSPIB ” shall mean, collectively, PSP and Red Isle Private Investments Inc., a wholly owned subsidiary of PSP.

“ Purchasing Borrower Party ” shall mean Holdings, the Borrowers or any Restricted Subsidiary that becomes a transferee pursuant to Section 9.04.

“ Qualified Capital Stock ” of any person shall mean any Equity Interests of such person that are not Disqualified Capital Stock.

“ Qualified IPO ” shall mean a public offering (other than a public offering pursuant to a registration statement on Form S-8) of the Voting Stock of Holdings or the Canadian Borrower or any other direct or indirect parent entity thereof pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act or a final prospectus for which a receipt has been issued by one or more securities commissions or regulatory authorities in the provinces or territories of Canada (in each case, whether alone or in connection with a secondary public offering), and also includes any transaction whereby the Canadian Borrower or any other direct or indirect parent entity thereof becomes a reporting issuer in any province or territory in Canada.

“ Qualified Proceeds ” shall mean assets that are used or useful in, or capital stock of any Person engaged in, a similar business; provided that the fair market value of any such assets or capital stock shall be determined by the Board of Directors of Holdings in good faith.

“ Qualifying Lender ” shall have the meaning given to it in Section 2.12(f)(iv)(C).

“ Quebec Pension Plan ” shall mean the universal pension plan established and maintained by the Provincial Government of Quebec.

“ Quotation Day ” shall mean, (i) with respect to any Eurodollar Borrowing and any applicable Interest Period, the second Business Day of such Interest Period and (ii) with respect to any ABR Borrowing, the day of determination. With respect to any Eurodollar Borrowing and any applicable Interest Period, if such quotations would normally be given by prime banks on more than one day, the Quotation Day will be the last of such days.

“ Rating Agency ” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Loans (or the corporate family rating of Holdings) publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Canadian Borrower (as certified by a board resolution) which shall be substituted for Moody’s or S&P or both, as the case may be.

“ Rating Decline ” means the occurrence on any date from and after the date of the public notice by Holdings, the Canadian Borrower or another Person seeking to effect a transaction that would be a Change of Control (but for the definition of Permitted Investors) or an arrangement that, in the good faith judgment of the Canadian Borrower, would be expected to result in a Change of Control (but for the definition of Permitted Investors) until the end of the 30-day period following such public notice or the abandonment of the proposed transaction (which period shall be extended an additional 30 days if the rating of the Loans and/or the corporate family rating of Holdings is under publicly announced consideration for possible downgrade by any Rating Agency at the end of the initial 30-day period) of: (1) a decline in the rating of the Loans or the corporate family rating of Holdings by any Rating Agency by at least one notch in the gradation of the rating scale ( e.g ., + or – for S&P or 1, 2 and 3 for Moody’s) or of the credit outlook with respect thereto from such Rating Agency’s rating of the Loans or the corporate family rating of Holdings; or (2) withdrawal by any Rating Agency of such Rating Agency’s rating of the Loans or the corporate family rating of Holdings.

“ Reference Banks ” shall mean the principal Toronto office, in the case of the use of the term “Reference Banks” in the definition of Canadian Prime Rate, and London office, in the case of the use of the term “Reference Banks” in the definition of LIBO Rate, of each of JPMCB and CIBC or, in each case, such other or additional banks as may be appointed by the Administrative Agent in consultation with the Canadian Borrower.

“ Reference Rate ” shall mean an interest rate per annum equal to the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on such day by reference to ICE Benchmark Administration Limited’s “LIBOR” rate (or by reference to the rates provided by any Person that take over the administration of such rate if ICE Benchmark Administration Limited is no longer making a “LIBOR” rate available) for deposits in Dollars (as set forth on the Bloomberg screen displaying such “LIBOR” rate (or, in the event such rate does not appear on a Bloomberg page or screen, on any successor or substitute page or screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time, in each case as selected by the Administrative Agent)) for a period equal to three-months.

“ Refinance ” shall have the meaning provided in the definition of the term “Permitted Refinancing”.

“ Refinanced Debt ” shall have the meaning provided in the definition of Credit Agreement Refinancing Indebtedness.

“ Refinanced Indebtedness ” shall have the meaning provided in the definition of the term “Permitted Refinancing”.

“ Refinanced Term Loans ” shall have the meaning assigned to such term in Section 9.08(f).

“ Refinancing ” shall have the meaning provided in the definition of the term “Permitted Refinancing”.

“ Refunded Swingline Loans ” shall have the meaning assigned to such term in Section 2.04(c).

“ Refunding Capital Stock ” shall have the meaning given to it in Section 6.06(a).

“ Register ” shall have the meaning assigned to such term in Section 9.04(b).

“ Regulation U ” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Regulation X ” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Reinvestment Period ” shall mean the 12 months following the date of the receipt of proceeds in respect of such Asset Sale Event, Casualty Event or Permitted Sale Leaseback.

“ Related Parties ” shall mean, with respect to any specified person, such person’s Affiliates and the respective directors, officers, employees, agents and advisors of such person and such person’s Affiliates.

“ Release ” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, emanating or migrating in, into, onto or through the Environment.

“ Replacement Term Loans ” shall have the meaning assigned to such term in Section 9.08(f).

“ Reportable Event ” shall mean any reportable event as defined in Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived, with respect to a Plan.

“ Representative ” shall have the meaning assigned such term in Section 9.21(d).

“ Repricing Transaction ” shall mean (a) the incurrence by a Borrower of any term loans (including, without limitation, any new or additional term loans under this Agreement, whether incurred directly or by way of the conversion of Term B- 3 4 Loans into a new Class of replacement term loans under this Agreement) that is broadly marketed or syndicated (i) having an Effective Yield for the respective Type of such Indebtedness that is less than the Effective Yield for the Term B- 3 4 Loans of the respective equivalent Type, but excluding Indebtedness incurred in connection with a Qualified IPO, Change of Control or Permitted Change of Control (or transaction that if consummated would constitute a Change of Control or Permitted Change of Control) or Transformative Acquisition and (ii) the proceeds of which are used to prepay (or, in the case of a conversion, deemed to prepay or replace), in whole or in part, outstanding principal of Term B- 3 4 Loans or (b) any effective reduction in the Effective Yield for the Term B- 3 4 Loans (e.g., by way of amendment, waiver or otherwise), except for a reduction in connection with a Qualified IPO, Change of Control or Permitted Change of Control (or transaction that if consummated would constitute a Change of Control or Permitted Change of Control) or Transformative Acquisition and, in the case of any transaction under either clause (a) or clause (b) above, the primary purpose of which is to lower the Effective Yield on the Term B- 3 4 Loans. Any determination by the Administrative Agent with respect to whether a Repricing Transaction shall have occurred shall be conclusive and binding on all Lenders holding the Term B- 3 4 Loans.

“ Required Lenders ” shall mean, at any time, Lenders having (a) Term B- 3 4 Loan Exposures, (b) Revolving R-2 Facility Credit Exposures, (c) Incremental Term Loan Exposures and (d) Available Revolving Unused Commitments (if prior to the termination thereof) that taken together, represent more than 50% of the sum of (w) all Term B- 3 4 Loan Exposures, (x) all Revolving R-2 Facility Credit Exposures, (y) all Incremental Term Loan Exposures and (z) the total Available Revolving Unused Commitments (if prior to the termination thereof) at such time. The Term B- 3 4 Loan Exposures, Revolving R-2 Facility Credit Exposures, Incremental Term Loan Exposures and Available Revolving Unused Commitment of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“ Required Percentage ” shall mean, with respect to an Excess Cash Flow Period, 50%; provided that if at the time of any prepayment required by Section 2.12(d) in respect of such Excess Cash Flow Period (a) the First Lien Leverage Ratio of Holdings for the most recent fiscal year ended for which financial statements have been delivered pursuant to Section 5.04(a) is less than or equal to 3.00:1.00 but greater than 2.50:1.00, such percentage shall be 25% and (b) the First Lien Leverage Ratio of Holdings for the most recent fiscal year ended for which financial statements have been delivered pursuant to Section 5.04(a) is less than or equal to 2.50:1.00, such percentage shall be 0%.

“ Required Revolving Lenders ” shall mean, at any time, Lenders having (a) Revolving R-2 Facility Outstandings and (b) Available Revolving Unused Commitments (if prior to the termination thereof) that taken together, represent more than 50% of the sum of (x) all Revolving R-2 Facility Outstandings and (y) the total Available Revolving Unused Commitments (if prior to the termination thereof) at such time. The Revolving R-2 Facility Credit Exposure and Available Revolving Unused Commitment of any Defaulting Lender or held by any Affiliates of Holdings shall be disregarded in determining Required Lenders at any time.

“ Requirements of Law ” shall mean, collectively, any and all requirements of any Governmental Authority that are applicable, including any and all applicable laws, judgments, orders, the Executive Order, decrees, ordinances, rules, regulations, statutes or case law.

“ Reset Date ” shall have the meaning assigned to such term in Section 1.03(a).

“ Responsible Officer ” of any person shall mean any executive officer (including the chief legal officer) or Financial Officer of such person and any other officer or similar official thereof responsible for the administration of the obligations of such person in respect of this Agreement.

“ Restricted Subsidiary ” shall mean a Subsidiary of Holdings other than an Unrestricted Subsidiary. Unless the context otherwise requires, Restricted Subsidiaries of Holdings shall be deemed to include the Borrowers.

“ Retired Capital Stock ” shall have the meaning given to it in Section 6.06(a).

“ Revolving Availability Period ” shall mean the period from and including the Amendment No. 2 Effective Date to but excluding the earlier of the Revolving R-2 Facility Maturity Date and in the case of each of the Revolving R-2 Facility Loans, Revolving R-2 Facility Borrowings, Swingline Loans, Swingline Borrowings and Letters of Credit, the date of termination of the Revolving R-2 Facility Commitments.

“ Revolving R-2 Committed Amount ” shall mean $200.0 million, or such greater or lesser amount to which the Revolving R-2 Committed Amount may be adjusted from time to time in accordance with this Agreement.

“ Revolving R-2 Commitment Percentage ” shall mean, for each Lender, the percentage (carried out to the ninth decimal place) identified as its Revolving R-2 Commitment Percentage on Schedule 2.01 hereto, as such percentage may be adjusted or modified in connection with any assignment made in accordance with the provisions of Section 9.04(b), or as otherwise adjusted from time to time in accordance with this Agreement.

“ Revolving Credit Extension Request ” shall have the meaning assigned to such term in Section 2.24(b).

“ Revolving R-2 Facility ” shall mean the Revolving R-2 Facility Commitments and the extensions of credit made hereunder by the Revolving R-2 Facility Lenders.

“ Revolving R-2 Facility Borrowing ” shall mean a Borrowing comprised of Revolving R-2 Facility Loans.

“ Revolving R-2 Facility Commitment ” shall mean, with respect to each Revolving R-2 Facility Lender, (a) the commitment of such Revolving R-2 Facility Lender to make Revolving R-2 Facility Loans pursuant to Section 2.01(b), expressed as an amount representing the maximum aggregate permitted amount of such Revolving R-2 Facility Lender’s Revolving R-2 Facility Credit Exposure hereunder and (b) in the case of any Lender that increases its Revolving R-2 Facility Commitment or becomes an Incremental Revolving Credit Commitment Increase Lender in respect of the Revolving R-2 Facility, in each case pursuant to Section 2.21, the amount specified in the applicable Incremental Agreement, in each case as the same may be changed from time to time pursuant to terms hereof, as such commitment may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender under Section 9.04. The initial amount of each Revolving R-2 Facility Lender’s Revolving R-2 Facility Commitment is the amount set forth opposite such Lender’s name on Schedule 2.01 directly below the column entitled “Revolving R-2 Facility Commitment” or in the Assignment and Acceptance pursuant to which such Revolving R-2 Facility Lender shall have assumed its Revolving R-2 Facility Commitment, as applicable. The aggregate amount of the Revolving R-2 Facility Commitments (which includes the Swingline Commitment) on the Amendment No. 2 Effective Date is $200.0 million.

“ Revolving R-2 Facility Commitment Fee ” shall have the meaning assigned to such term in Section 2.13(a).

“ Revolving R-2 Facility Credit Exposure ” shall mean, at any time, the sum of (a) the aggregate principal amount of the Revolving R-2 Facility Loans denominated in Dollars outstanding at such time, (b) the Dollar Equivalent of the aggregate principal amount of the Revolving R-2 Facility Loans denominated in Canadian Dollars outstanding at such time, (c) the Swingline Exposure at such time and (d) the Revolving L/C Exposure at such time. The Revolving R-2 Facility Credit Exposure of any Revolving R-2 Facility Lender at any time shall be the sum of (a) the aggregate principal amount of such Revolving R-2 Facility Lender’s Revolving R-2 Facility Loans denominated in Dollars outstanding at such time, (b) the Dollar Equivalent of the aggregate principal amount of Revolving R-2 Facility Lender’s Revolving R-2 Facility Loans denominated in Canadian Dollars outstanding at such time and (c) such Revolving R-2 Facility Lender’s Revolving R-2 Facility Percentage of the Swingline Exposure and Revolving L/C Exposure at such time.

“ Revolving R-2 Facility Lender ” shall mean a Lender with a Revolving R-2 Facility Commitment or with outstanding Revolving R-2 Facility Loans.

“ Revolving R-2 Facility Loan ” shall mean a Loan made by a Revolving R-2 Facility Lender pursuant to Section 2.01(b). Each Revolving R-2 Facility Loan denominated in Dollars shall be a Eurodollar Loan or an ABR Loan, and each Revolving R-2 Facility Loan denominated in Canadian Dollars shall be a BA Loan or an ABR Loan.

“ Revolving R-2 Facility Maturity Date ” shall mean the earlier of (a) the date that is five years following the Amendment No. 2 Effective Date and (b) the date upon which the Revolving R-2 Facility Commitments have been terminated in their entirety in accordance with this Agreement.

“ Revolving R-2 Facility Outstandings ” shall mean, at any time, the sum of (a) the aggregate principal amount of the Revolving R-2 Facility Loans denominated in Dollars outstanding at such time, (b) the Dollar Equivalent of the aggregate principal amount of the Revolving R-2 Facility Loans denominated in Canadian Dollars outstanding at such time, (c) the Swingline Exposure at such time and (d) the Revolving L/C Exposure at such time.

“ Revolving R-2 Facility Percentage ” shall mean, with respect to any Revolving R-2 Facility Lender, the percentage of the total Revolving R-2 Facility Commitments represented by such Lender’s Revolving R-2 Facility Commitment. If the Revolving R-2 Facility Commitments have terminated or expired, the Revolving R-2 Facility Percentages shall be determined based upon the Revolving R-2 Facility Commitments most recently in effect, giving effect to any assignments pursuant to Section 9.04.

“ Revolving L/C Exposure ” shall mean at any time the sum of (a) the aggregate undrawn amount of all Letters of Credit and (b) the aggregate principal amount of all L/C Disbursements made in respect of Letters of Credit that have not yet been reimbursed at such time. The Revolving L/C Exposure of any Revolving R-2 Facility Lender at any time shall mean its Revolving R-2 Facility Percentage of the aggregate Revolving L/C Exposure at such time.

“ S&P ” shall mean Standard & Poor’s Ratings Group, Inc.

“ Sale Leaseback ” shall mean any transaction or series of related transactions pursuant to which Holdings or any of the Restricted Subsidiaries (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed.

“ Satellite ” shall mean any satellite owned by, leased to or for which a contract to purchase has been entered into by, Holdings or any of its Subsidiaries, whether such satellite is in the process of manufacture, has been delivered for launch or is in orbit (whether or not in operational service).

“ Satellite Assets ” shall mean orbital slots or locations, transponders, Satellites and related equipment (including TT&C Stations) associated with the conduct of the Permitted Business by Holdings and its Subsidiaries.

“ Satellite Manufacturer ” shall mean, with respect to any Satellite, the prime contractor and manufacturer of such Satellite.

“ Satellite Purchase Agreement ” shall mean, with respect to any Satellite, the agreement between the applicable Satellite Purchaser and either (i) the applicable Satellite Manufacturer relating to the manufacture, testing and delivery of such Satellite or (ii) the applicable seller relating to the purchase and sale of such Satellite.

“ Satellite Purchaser ” shall mean Holdings or Restricted Subsidiary that is a party to a Satellite Purchase Agreement or Launch Services Agreement, as the case may be.

“ SEC ” shall mean the Securities and Exchange Commission or any successor thereto.

“ Secondary Obligations ” shall mean all Secured Obligations other than Primary Obligations.

“ Section 5.04 Financials ” shall mean the financial statements delivered, or required to be delivered, pursuant to Section 5.04(a) or 5.04(b), together with the accompanying compliance certificate delivered, or required to be delivered, pursuant to Section 5.04(c).

“ Secured Creditors ” or “ Secured Parties ” shall mean (a) the Lenders, (b) each Cash Management Bank to which any Cash Management Obligation is owed, (c) the Administrative Agent and the Collateral Agent, (d) each L/C Issuer, (e) each Swap Counterparty, (f) the Lenders (and any Affiliates thereof) that are beneficiaries of indemnification obligations undertaken by the Loan Parties under any Loan Document and (g) the successors and permitted assigns of each of the foregoing.

“ Secured Obligations ” shall mean (a) the Obligations, (b) the due and punctual payment and performance of all obligations of the Borrowers and the other Loan Parties under all Permitted Swap Agreements (other than with respect to any obligations under any Permitted Swap Agreements that constitute Excluded Swap Obligations with respect to a Loan Party) and (c) the due and punctual payment and performance of all Cash Management Obligations. Notwithstanding the foregoing, (i) unless otherwise agreed to by the Canadian Borrower, the obligations of a Loan Party or any Restricted Subsidiary thereof under any Cash Management Agreement and Permitted Swap Agreement shall be secured and guaranteed pursuant to the Security Documents and only to the extent that, and for so long as, the other Obligations are so secured and guaranteed, (ii) any release of Collateral or Guarantors effected in the manner permitted by this Agreement and the other Loan Documents shall not require the consent of the holders of the Cash Management Obligations under Cash Management Agreements or the consent of the holders of the Swap Obligations under Permitted Swap Agreements and (iii) Obligations shall in no event include any Excluded Swap Obligations.

“ Security Agreement ” shall mean a Security Agreement substantially in the form of Exhibit D-1 among the Loan Parties organized in the United States and the Collateral Agent for the benefit of the Secured Parties.

“ Security Documents ” shall mean, at any time, each of the Mortgages and the Security Agreement, the Canadian Security Agreements and each of the security agreements, mortgages and other instruments and documents executed and delivered pursuant to any of the foregoing or pursuant to Section 5.10.

“ Senior Notes ” shall mean the Canadian Borrower’s 8.875% Senior Notes due 2024 issued pursuant to that certain indenture dated November 17, 2016.

“ Senior Secured Leverage Ratio ” shall mean, as of any date of determination, the ratio of (a) Consolidated Total Secured Debt as of the last day of the Test Period most recently ended on or prior to such date of determination to (b) Consolidated EBITDA for such Test Period.

“ Sold Entity or Business ” shall have the meaning provided in the definition of the term “Consolidated EBITDA.”

“ Solicited Discount Proration ” shall have the meaning given to it in Section 2.12(f)(iv)(C).

“ Solicited Discounted Prepayment Amount ” shall have the meaning given to it in Section 2.12(f)(iv)(A).

“ Solicited Discounted Prepayment Notice ” shall mean a written notice of Holdings or any of its Restricted Subsidiaries of Solicited Discounted Prepayment Offers made pursuant to Section 2.12(f)(iv) substantially in the form of Exhibit N-4.

“ Solicited Discounted Prepayment Offer ” shall mean the irrevocable written offer by each Lender, substantially in the form of Exhibit N-5, submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.

“ Solicited Discounted Prepayment Response Date ” shall have the meaning given to it in Section 2.12(f)(iv)(A).

“ Specified Debt Incurrence Prepayment Event ” shall have the meaning assigned to such term in Section 2.12(c).

“ Specified Discount ” shall have the meaning given to it in Section 2.12(f)(ii)(A).

“ Specified Discount Prepayment Amount ” shall have the meaning given to it in Section 2.12(f)(ii)(A).

“ Specified Discount Prepayment Notice ” shall mean a written notice of Holdings or any of its Restricted Subsidiaries of a Borrower Offer of Specified Discount Prepayment made pursuant to ‎Section 2.12(f)(ii) substantially in the form of Exhibit N-6.

“ Specified Discount Prepayment Response ” shall mean the irrevocable written response by each Lender, substantially in the form of Exhibit N-7, to a Specified Discount Prepayment Notice.

“ Specified Discount Prepayment Response Date ” shall have the meaning given to it in Section 2.12(f)(ii)(A).

“ Specified Discount Proration ” shall have the meaning given to it in Section 2.12(f)(ii)(C).

“ Specified Existing Revolving Credit Commitment Class ” shall have the meaning assigned to such term in Section 2.24(b).

“ Specified Transaction ” shall mean, with respect to any period, any Investment, Permitted Change of Control, sale, transfer or other disposition of assets or property, incurrence, Refinancing, prepayment, redemption, repurchase, defeasance, acquisition similar payment, extinguishment, retirement or repayment of Indebtedness, distribution, dividend, Subsidiary designation, Incremental Term Loan, provision of Incremental Revolving Credit Commitment Increases, creation of Extended Term Loans or Extended Revolving Credit Commitments or other event that by the terms of the Loan Documents requires pro forma compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a pro forma basis and shall include any restructuring initiative, cost saving initiative or other similar strategic initiative of Holdings or any of its Restricted Subsidiaries after the Amendment No. 2 Effective Date described in reasonable detail in a certificate of a Responsible Officer delivered by the Canadian Borrower to the Administrative Agent.

“ SPV ” shall have the meaning given to it in Section 9.04(f).

“ Standby Letter of Credit ” has the meaning specified in Section 2.05(a).

“ Statutory Reserves ” shall mean, with respect to any currency, any reserve, liquid asset or similar requirements established by any Governmental Authority of the United States of America or of the jurisdiction of such currency or any jurisdiction in which Loans in such currency are made to which banks in such jurisdiction are subject for any category of deposits or liabilities customarily used to fund loans in such currency or by reference to which interest rates applicable to Loans in such currency are determined.

“ Subject Property ” shall mean, collectively, (1) any contract, license, lease, agreement, permit, instrument, security or franchise agreement or other document (a “ Contract ”) to which Holdings or any Restricted Subsidiary is a party or any asset, right or property (and accessions and additions to such assets, rights or property, replacements and products thereof and customary security deposits, related Contract rights and payment intangibles) of Holdings or a Restricted Subsidiary that is subject to a purchase money security interest, Finance Lease Obligation, similar arrangement or Contract and any of its rights or interests thereunder, in each case only to the extent and for so long as the grant of such security interest or Lien in such Contract or such asset, right or property is prohibited by or constitutes or results or would constitute or result in the invalidation, violation, breach, default, forfeiture or unenforceability of any right, title or interest of Holdings or such Restricted Subsidiary under such Contract or purchase money, capital lease or similar arrangement or Contract or creates or would create a right of termination in favor of any other party thereto (other than Holdings or any wholly owned Restricted Subsidiary), or requires consent not obtained of any third party (it being understood and agreed that Holdings, the Borrowers and each Restricted Subsidiary shall not be required to seek any such consent), other than the proceeds thereof the assignment of which is expressly deemed effective under the UCC or any similar applicable laws notwithstanding such prohibition, (2) any Governmental Authority licenses or state or local Governmental Authority franchises, charters or authorizations, to the extent the grant of a security interest in any such licenses, franchise, charter or authorization would be prohibited or restricted by such license, franchise, charter or authorization or (3) any property to the extent that such grant of a security interest would result in the forfeiture of Holdings’ or any Restricted Subsidiary’s rights in the property (including any legally effective prohibition or restriction).

“ Submitted Amount ” shall have the meaning given to it in Section 2.12(f)(iii)(A).

“ Submitted Discount ” shall have the meaning given to it in Section 2.12(f)(iii)(A).

“ Subordinated Indebtedness ” shall mean Indebtedness for borrowed money (and any Guarantee Obligations in respect thereof) that is subordinated expressly by its terms in right of payment to the Obligations of the Borrowers and such Guarantor.

“ subsidiary ” shall mean, with respect to any person (herein referred to as the “ parent ”), any corporation, partnership, association or other business entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, directly or indirectly, owned, Controlled, or held (or that is, at the time any determination is made, otherwise Controlled) by the parent or one or more subsidiaries of the parent.

“ Subsidiary ” shall mean, unless the context otherwise requires, a subsidiary of Holdings.

“ Subsidiary Guarantor ” shall mean each Subsidiary of Holdings that is or becomes a party to this Agreement.

“ Subsidiary Loan Party ” shall mean (i) each Subsidiary Guarantor and (ii) subject to the limitations in Section 5.10, each Material Subsidiary that is a Wholly Owned Subsidiary (it being understood and agreed that a Person acquired after the Amendment No. 2 Effective Date shall be considered a Material Subsidiary as of the date of such acquisition if such Person would have been a Material Subsidiary as of the end of the most recently ended Test Period if such Person had been a Subsidiary at such time).

“ Successor Canadian Borrower ” shall have the meaning assigned to such term in Section 6.03(a)(i).

“ Successor Entity ” shall have the meaning assigned to such term in Section 6.03(c).

“ Successor Holdings ” shall have the meaning assigned to such term in Section 6.3(b).

“ Successor U.S. Borrower ” shall have the meaning assigned to such term in Section 6.03(a)(ii).

“ Survey ” shall mean a survey of any real property subject to a Mortgage (and all improvements thereon) which is (a) (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such real property is located, (ii) dated (or redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any material exterior construction on the site of such real property or any material easement, right of way or other interest in the real property has been granted or become effective through operation of law or otherwise with respect to such real property which, in either case, can be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 30 days prior to such date of delivery, or after the grant or effectiveness of any such easement, right of way or other interest in the subject real property, (iii) certified by the surveyor (in a manner reasonably acceptable to the Administrative Agent) to the Administrative Agent, the Collateral Agent and the Title Company, (iv) complying in all material respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey or such other standard as is customary in the jurisdiction in which the real property is located and (v) sufficient for the Title Company without a survey exception and including all survey-related endorsements to issue a Title Policy, (b) a re-certified survey as of the date originally issued with a “no change” affidavit sufficient for the Title Company without a survey exception and including all survey-related endorsements to issue a Title Policy or (c) otherwise reasonably acceptable to the Collateral Agent.

“ Swap Agreement ” shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of Holdings or any of its Subsidiaries shall be a Swap Agreement.

“ Swap Counterparty ” shall mean any Person that is a counterparty to a Permitted Swap Agreement.

“ Swap Obligations ” shall mean obligations under or with respect to Swap Agreements.

“ Swingline Borrowing ” shall mean a Borrowing comprised of Swingline Loans.

“ Swingline Borrowing Request ” shall mean a request substantially in the form of Exhibit C .

“ Swingline Commitment ” shall mean, with respect to each Swingline Lender, the commitment of such Swingline Lender to make Swingline Loans pursuant to Section 2.04. The amount of each Swingline Lender’s Swingline Commitment on the Amendment No. 2 Effective Date is set forth on Schedule 2.04 as the same may be modified at the request of Canadian Borrower with the consent of any Revolving R-2 Facility Lender being added as a Swingline Lender and the Administrative Agent. The aggregate amount of the Swingline Commitments on the Amendment No. 2 Effective Date is $20.0 million and the Swingline Lender on the Amendment No. 2 Effective Date shall be JPMCB.

“ Swingline Exposure ” shall mean at any time the aggregate principal amount of all outstanding Swingline Borrowings at such time. The Swingline Exposure of any Revolving R-2 Facility Lender at any time shall mean its Revolving R-2 Facility Percentage of the aggregate Swingline Exposure at such time.

“ Swingline Lender ” shall mean JPMCB in its capacity as lender of Swingline Loans hereunder, or such other financial institution that, after the Amendment No. 2 Effective Date, shall agree to act in the capacity of lender of Swingline Loans hereunder. In the event that there is more than one Swingline Lender at any time, references herein and in the other Loan Documents to the Swingline Lender shall be deemed to refer to the Swingline Lender in respect of the applicable Swingline Loan or to all Swingline Lenders, as the context requires.

“ Swingline Loans ” shall mean the swingline loans made to Canadian Borrower pursuant to Section 2.04.

“ Swingline Note ” shall mean a promissory note, substantially in the form of Exhibit E-3 hereto, evidencing the obligation of the Canadian Borrower to repay outstanding Swingline Loans, as such note may be amended, modified, supplemented, extended, renewed or replaced from time to time.

“ Swingline Termination Date ” shall mean the earliest of (a) the Revolving R-2 Facility Maturity Date and (b) the date on which the Swingline Commitment is terminated in its entirety in accordance with this agreement.

“ Tax Group ” shall have the meaning specified in Section 6.06(f).

“ Taxes ” shall mean any and all present or future taxes, levies, imposts, duties (including stamp duties), deductions, charges (including ad valorem charges) or withholdings imposed by any Governmental Authority and any and all interest, additions to tax and penalties related thereto.

“ Term B-3 Loan” shall mean each of the term loans outstanding under this agreement immediately prior to the Amendment No. 4 Effective Date.

“Term B-4 Lender ” shall mean a Lender with outstanding Term B- 3 4 Loans.

“ Term B- 3 4 Loan Borrowing ” shall mean a borrowing of Term B- 3 4 Loans.

“ Term B- 3 4 Loan Commitment ” shall mean, with respect to each Lender, the Commitment (if any) of such Lender to make term loans on the Amendment No. 2 4 Effective Date in the amount set forth opposite such Lender’s name on Schedule 2.01 directly below the column entitled “Term B- 3 4 Loan Commitment” or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Term B- 3 4 Loan Commitment, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of the Term B- 3 4 Loan Commitments on the Amendment No. 2 4 Effective Date was $ 2,107,072,554.41. 200,350,038.33.

“ Term B- 3 4 Loan Facility ” shall mean each of the Term B- 3 4 Loan Commitments and the Term B- 3 4 Loans.

“ Term B- 3 4 Loan Maturity Date ” shall mean the date that is seven years after the Amendment No. 2 Effective Date.

“ Term B- 3 4 Loans ” shall mean term loans made the Term B- 3 4 Lenders pursuant to Section 2.01(a). Each Term B- 3 4 Loan shall be a Eurodollar Loan or an ABR Loan.

“ Term Loan Commitment ” shall mean a Term B- 3 4 Loan Commitment or Incremental Term Loan Commitment, as the context may require.

“ Term Loan Extension Request ” shall have the meaning assigned to such term in Section 2.24(a).

“ Term Loan Facility ” shall mean the Term B- 3 4 Loan Facility and any Incremental Term Loan Facility.

“ Term Loan Lender ” shall mean the Term B- 3 4 Lenders and any Incremental Term Loan Lenders.

“ Term Loans ” shall mean the Term B- 3 4 Loans and any Incremental Term Loans.

“ Test Period ” shall mean, on any date of determination, the period of four consecutive fiscal quarters of Holdings then most recently ended (taken as one accounting period) in respect of which Section 5.04 Financials shall have been delivered to the Administrative Agent for each fiscal quarter or fiscal year in such period; provided that, prior to the first date following the Amendment No. 2 Effective Date that Section 5.04 Financials shall have been delivered pursuant to Section 5.04(a) or (b), the Test Period in effect shall be the period of four consecutive fiscal quarters of Holdings ended September 30, 2016. A Test Period may be designated by reference to the last day thereof (i.e. the September 30, 2016 Test Period refers to the period of four consecutive fiscal quarters of Holdings ended September 30, 2016), and a Test Period shall be deemed to end on the last day thereof.

“ Title Company ” shall mean a nationally recognized title insurance company reasonably acceptable to the Administrative Agent.

“ Title Policy ” shall mean a policy of title insurance (or marked-up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of a Mortgage as a valid first mortgage Lien on the mortgaged property and fixtures described therein in the amount equal to not less than the fair market value of such mortgaged property and fixtures, as reasonably determined by the Canadian Borrower,, issued by the Title Company which shall (A) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (B) contain a “tie-in” or “cluster” endorsement, if available under applicable law at ordinary commercial rates (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (C) have been supplemented by such endorsements if available at ordinary commercial rates (or at the option of the Borrower with respect to zoning endorsements, a zoning report from a reputable zoning service or an opinion of local counsel sufficient to establish that the Mortgaged Property is in material compliance with applicable zoning laws and ordinances) as shall be reasonably requested by the Administrative Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business, , address, leasehold public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit and so-called comprehensive coverage over covenants and restrictions), and (D) contain no exceptions to title other than Liens permitted hereunder or as may otherwise be permitted by the Administrative Agent.

“ Total Assets ” shall mean, as of any date of determination with respect to any Person, the amount that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a balance sheet of such Person at such date.

“ Total Leverage Ratio ” shall mean, as of any date of determination, the ratio of (a) Consolidated Total Debt as of the last day of the Test Period most recently ended on or prior to such date of determination to (b) Consolidated EBITDA for such Test Period.

“ Trade Letter of Credit ” shall have the meaning specified in Section 2.05(a).

“ Transaction Expenses ” shall mean any fees or expenses incurred or paid by Holdings or any of its Subsidiaries in connection with the Transactions, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

“ Transactions ” shall mean, collectively, the (a) the execution and delivery of the Loan Documents and the making of the initial Borrowings hereunder, (b) the Existing Debt Refinancing, (c) the consummation of any other transactions in connection with the foregoing, and (d) the payment of all fees and expenses to be paid on or prior to the Amendment No. 2 4 Effective Date and owing in connection with the foregoing.

“ Transferred Guarantor ” shall have the meaning assigned to such term in Section 10.09.

“ Transformative Acquisition ” shall mean any acquisition by Holdings or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition, would not provide Holdings and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Canadian Borrower acting in good faith.

“ TT&C Station ” shall mean an earth station operated by Holdings or any of its Restricted Subsidiaries for the purpose of providing tracking, telemetry, control and monitoring of any Satellite.

“ TWEA ” shall have the meaning given to it in Section 3.21(a).

“ Type ,” when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined or, in the case of any BA Loan or BA Borrowing, the Rate by reference to which the BAs comprising such BA Loans or BA Borrowing are discounted for purposes of calculating the Discount Proceeds. For purposes hereof, the term “ Rate ” shall include the Adjusted LIBO Rate, the BA Discount Rate and the Alternate Base Rate.

“ UCC ” shall mean the Uniform Commercial Code as in effect in any applicable jurisdiction.

“ UCP ” shall have the meaning specified in Section 2.05(j).

“ Unpaid Drawing ” shall have the meaning specified in Section 2.23(a)(iv).

“ Unreimbursed Amount ” shall have the meaning specified in Section 2.05(e)(iv).

“ Unrestricted Subsidiary ” shall mean (a) any Subsidiary of Holdings that is formed or acquired after the Closing Date; provided that at such time (or promptly thereafter) the Canadian Borrower designates such Subsidiary an Unrestricted Subsidiary in a written notice to the Administrative Agent, (b) any Restricted Subsidiary subsequently re-designated as an Unrestricted Subsidiary by the Canadian Borrower in a written notice to the Administrative Agent; provided that in the case of (a) and (b), (x) such designation or re-designation shall be deemed to be an Investment on the date of such designation or re-designation in an Unrestricted Subsidiary in an amount equal to the sum of (i) Holdings’ direct or indirect equity ownership percentage of the net worth of such designated or re-designated Restricted Subsidiary immediately prior to such designation or re-designation (such net worth to be calculated without regard to any guarantee provided by such designated or re-designated Restricted Subsidiary) and (ii) the aggregate principal amount of any Indebtedness owed by such designated or re-designated Restricted Subsidiary to Holdings or any other Restricted Subsidiary immediately prior to such designation or re-designation, all calculated, except as set forth in the parenthetical to clause (i), on a consolidated basis in accordance with GAAP and (y) no Default or Event of Default would result from such designation or re-designation and (c) each Subsidiary of an Unrestricted Subsidiary; provided , however , that at the time of any written designation or re-designation by the Canadian Borrower to the Administrative Agent that any Unrestricted Subsidiary shall no longer constitute an Unrestricted Subsidiary, such Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary to the extent no Default or Event of Default would result from such designation or re-designation. Upon any designation of any Unrestricted Subsidiary as a Restricted Subsidiary (but without duplication of any amount reducing such Investment in such Unrestricted Subsidiary, or otherwise increasing, pursuant to the definition of “Investment” or the definition of “Applicable Amount”), Holdings and/or the applicable Restricted Subsidiaries shall receive a credit against the applicable clause in Section 6.05 or Section 6.06 that was utilized for the Investment in such Unrestricted Subsidiary for all returns in cash or Cash Equivalents in respect of such Investment.

“ U.S. Bankruptcy Code ” shall mean Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.

“ U.S. Borrower ” shall have the meaning assigned to such term in the introductory paragraph of this Agreement and shall include, if applicable, any Successor U.S. Borrower.

“ U.S. Term B-2 Loan ” shall mean each of the term loans made to the Canadian Borrower in Dollars in connection with Amendment No. 1.

“ Voting Stock ” of any Person means, as of any date, capital stock of such Person that is at the time generally entitled, without regard to contingencies, to vote in the election of the Board of Directors of such Person. To the extent that a partnership agreement, limited liability company agreement or other agreement governing a partnership or limited liability company provides that the members of the Board of Directors of such partnership or limited liability company (or, in the case of a limited partnership whose business and affairs are managed or controlled by its general partner, the Board of Directors of the general partner of such limited partnership) is appointed or designated by one or more Persons rather than by a vote of Voting Stock, each of the Persons who are entitled to appoint or designate the members of such Board of Directors will be deemed to own a percentage of Voting Stock of such partnership or limited liability company equal to (a) the aggregate votes entitled to be cast on such Board of Directors by the members of such Board of Directors which such Person or Persons are entitled to appoint or designate divided by (b) the aggregate number of votes of all members of such Board of Directors. Notwithstanding the foregoing, with respect to Holdings, the term “Voting Stock” shall not include any Director Voting Preferred Shares for so long as such Director Voting Preferred Shares are held and voted by directors nominated by a committee consisting of members of the Board of Directors of Holdings or by PSP or by Loral.

“ Weighted Average Life to Maturity ” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the sum of the products obtained by multiplying (i) 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 (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“ Wholly Owned Subsidiary ” of any person shall mean a subsidiary of such person, all of the Equity Interests of which (other than directors’ qualifying shares or nominee or other similar shares required pursuant to applicable law) are owned by such person or another Wholly Owned Subsidiary of such person.

“ Withdrawal Liability ” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“ Write-Down and Conversion Power ” shall mean, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

“ WURA ” shall mean the Winding-Up and Restructuring Act (Canada), as amended.

Section 1.02      Terms Generally .

(a)           The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” 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. 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. Any reference to any Person shall be constructed to include such Person’s successors or assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all of the functions thereof. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or otherwise modified from time to time. 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.” The word “will” shall be construed to have the same meaning as the word “shall.”

(b)           Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if Holdings notifies the Administrative Agent that (a) Holdings is changing any accounting or reporting practice permitted or required under GAAP or (b) Holdings requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Amendment No. 2 Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies Holdings that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in practice or in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

Section 1.03      Exchange Rates .

(a)

(i)           For purposes of determining any provision of Section 2 of this Agreement requiring the use of a current exchange rate, not later than 1:00 p.m., New York City time, on each Calculation Date, the Administrative Agent shall (i) determine the Exchange Rate as of such Calculation Date and (ii) give notice thereof to the applicable Borrower. The Exchange Rates so determined shall become effective on the first Business Day immediately following the relevant Calculation Date (a “ Reset Date ”), shall remain effective until the next succeeding Reset Date, and shall for all purposes of this Agreement (other than any other provision expressly requiring the use of an Exchange Rate calculated as of a specified date) be the Exchange Rates employed in converting any amounts between Dollars and Canadian Dollars.

(ii)           Not later than 5:00 p.m., New York City time, on each Reset Date, the Administrative Agent shall (i) determine the aggregate amount of the Dollar Equivalents or Canadian Dollar Equivalents, as applicable, of the principal amounts of the Revolving R-2 Facility Loans and Swingline Loans then outstanding (after giving effect to any Revolving R-2 Facility Loans and Swingline Loans made or repaid on such date) and the Revolving L/C Exposure and (ii) notify the Lenders, each L/C Issuer and the applicable Borrower of the results of such determination.

(b)           For purposes of any determination under Section 5, Section 6 or Section 7 or any determination under any other provision of this Agreement (other than Section 2) requiring the use of a current exchange rate, all amounts Incurred or proposed to be incurred in currencies other than Dollars shall be translated into Dollars at the Exchange Rate then in effect on the date of such determination; provided , however , that (x) for purposes of determining compliance with Section 6 with respect to the amount of any Indebtedness, Investment, disposition, dividend or payment in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred or disposition dividend or payment is made, (y) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, if such Indebtedness is incurred to Refinance other Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency Exchange Rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of the Indebtedness that is incurred to Refinance such Indebtedness does not exceed the principal amount (or accreted amount) of such Indebtedness being Refinanced, except by an amount equal to the accrued interest, dividends and premium (including tender premiums), if any, thereon plus defeasance costs, underwriting discounts and other amounts paid and fees and expenses (including OID, closing payments, upfront fees and similar fees) incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions of this Section 1.03(b) shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment may be incurred or disposition, dividend or payment may be made at any time under such Sections. Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Canadian Borrower’s consent (such consent not to be unreasonably withheld) to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

Section 1.04     Effectuation of Transactions . Each of the representations and warranties of Holdings and the Borrowers contained in this Agreement (and all corresponding definitions) are made after giving effect to the Transactions and the other events described in the recitals to this Agreement, unless the context otherwise requires.

Section 1.05      [Reserved] .

Section 1.06      Limited Condition Acquisitions .

(a)           In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement that requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Canadian Borrower, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date on which the definitive acquisition agreements for such Limited Condition Acquisition is entered. For the avoidance of doubt, if the Canadian Borrower has exercised its option under the first sentence of this clause (a), and any Default, Event of Default or specified Event of Default occurs following the date on which the definitive acquisition agreements for the applicable Limited Condition Acquisition were entered into and prior to or on the date of the consummation of such Limited Condition Acquisition, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder.

(b)           In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of:

(i)           determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio, the Senior Secured Leverage Ratio or the Total Leverage Ratio; or

(ii)           testing baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets or Consolidated EBITDA);

in each case, at the option of the Canadian Borrower (the Canadian Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “ LCA Election ”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date on which the definitive acquisition agreements for such Limited Condition Acquisition are entered into (the “ LCA Test Date ”), and if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the Test Period most recently ended on or prior to the applicable LCA Test Date, the Canadian Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Canadian Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA or Total Assets of Holdings or the Person subject to such Limited Condition Acquisition, on or prior to the date of consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Canadian Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or test with respect to the incurrence of Indebtedness or Liens, or the making of Investments, dispositions, mergers, dispositions of all or substantially all of the assets of Holdings or any Restricted Subsidiary or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or test shall be calculated on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided that solely for purposes of testing any basket pursuant to Section 6.06, the Applicable Amount, Consolidated EBITDA and Total Assets shall not be deemed to be increased on a pro forma basis assuming such Limited Condition Acquisition had been consummated prior to the date such Limited Condition Acquisition is actually consummated .

Section 1.07      Pro Forma and Other Calculations .

(a)           Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA), including the First Lien Leverage Ratio, Senior Secured Leverage Ratio and Total Leverage Ratio shall be calculated in the manner prescribed by this Section 1.07; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.07, when calculating the First Lien Leverage Ratio and Total Leverage Ratio, as applicable, for purposes of (i) the definition of “Applicable Margin,” and (ii) Section 2.12(c) and Section 2.12(d), the events described in this Section 1.07 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided , however , that for purposes of any determination under the proviso to Section 2.12(d), the First Lien Leverage Ratio shall be determined after giving pro forma effect to any voluntary prepayments of Term Loans made pursuant to Section 2.12 after the end of Holdings’ most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 2.12(d) assuming such prepayments had been made on the last day of such fiscal year. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which Section 5.04 Financials have been delivered.

(b)           For purposes of calculating any financial ratio or test (including Total Assets or Consolidated EBITDA), Specified Transactions (with any incurrence or Refinancing of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.07) that have been made (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets or “unrestricted” cash and Cash Equivalents, on the last day of the applicable Test Period). If, since the beginning of any applicable Test Period, any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into Holdings or any Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.07, then such financial ratio or test (including Total Assets and Consolidated EBITDA) shall be calculated to give pro forma effect thereto in accordance with this Section 1.07.

(c)           Whenever pro forma effect or a determination of pro forma compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the Canadian Borrower and may include, for the avoidance of doubt, the amount of “run rate” cost savings, operating expense reductions and cost synergies and other synergies projected by the Canadian Borrower in good faith to result from or relating to any Specified Transaction (including the Transactions) that is being given pro forma effect or for which a determination of pro forma compliance is being made that have been realized or are expected to be realized and for which the actions necessary to realize such cost savings, operating expense reductions, cost synergies or other synergies have been taken, have been committed to be taken, with respect to which substantial steps have been taken or which are expected to be taken (in the good faith determination of the Canadian Borrower) (calculated on a pro forma basis as though such cost savings, operating expense reductions, cost synergies and other synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, cost synergies and other synergies were realized during the entirety of such period and “run rate” means the full recurring benefit for a period that is associated with any action taken, any action committed to be taken, any action with respect to which substantial steps have been taken or any action that is expected to be taken net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized) relating to such Specified Transaction, and any such adjustments included in the initial pro forma calculations shall continue to apply to subsequent calculations of such financial ratios or tests, including during any subsequent test periods in which the effects thereof are expected to be realizable; provided that (A) such amounts are reasonably identifiable in the good faith judgment of the Canadian Borrower, (B) such actions are taken, such actions are committed to be taken, substantial steps with respect to such action have been taken or such actions are expected to be taken no later than six fiscal quarters after the date of consummation of such Specified Transaction and (C) no amounts shall be added to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period; provided , further , that the aggregate amount of all such pro forma adjustments pursuant to this clause (c) or clause (l) of the definition of “Consolidated EBITDA” in any Test Period shall not exceed 20% of Consolidated EBITDA for such Test Period (in each case, calculated before giving effect to any such adjustment).

(d)           In the event that Holdings or any Restricted Subsidiary incurs (including by assumption or guarantee) or Refinances (including by redemption, repurchase, repayment, retirement or extinguishment) any Indebtedness, in each case included in the calculations of any financial ratio or test, (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence or Refinancing of Indebtedness (including pro forma effect to the application of the net proceeds therefrom), in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period; provided that, with respect to any incurrence of Indebtedness permitted by the provisions of this Agreement in reliance on the pro forma calculation of the First Lien Leverage Ratio, the Senior Secured Leverage Ratio and/or the Total Leverage Ratio, as applicable, shall not give pro forma effect to any Indebtedness being incurred (or expected to be incurred) substantially simultaneously or contemporaneously with the incurrence of any such Indebtedness in reliance on any “basket” set forth in this Agreement (including any “baskets” measured as a percentage of Total Assets or Consolidated EBITDA) including any Credit Event under the Revolving R-2 Facility or, except to the extent expressly required to be calculated otherwise in Section 2.21, any Replacement Revolving Credit Facility.

(e)           Whenever pro forma effect is to be given to a pro forma event, the pro forma calculations shall be made in good faith by a Responsible Officer of the Canadian Borrower. Interest on a Finance Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Canadian Borrower to be the rate of interest implicit in such Finance Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Canadian Borrower or applicable Restricted Subsidiary may designate. For purposes of making the computations referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period or, if lower, the maximum commitments under such revolving credit facility, except as set forth in Section 1.07(d).

(f)            Any such pro forma calculation may include, without limitation, adjustments calculated in accordance with Regulation S-X under the Securities Act; provided that the aggregate amount of all such pro forma adjustments pursuant to this clause (f), clause (c) above or clause (l) of the definition of “Consolidated EBITDA” in any Test Period shall not exceed 20% of Consolidated EBITDA for such Test Period (in each case, calculated before giving effect to any such adjustment).

ARTICLE II

THE CREDITS

Section 2.01      Commitments . Subject to the terms and conditions set forth herein, each Lender agrees:

(a)           (x) to make Term B- 3 4 Loans to the Canadian Borrower in Dollars in an amount not to exceed its Term B- 3 4 Loan Commitment, and (y) to the conversion of each Converted Term Loan of such Lender into a Term B- 3 4 Loan of such Lender as of the Amendment No. 2 4 Effective Date in a principal amount equal to the principal amount of such Lender’s Converted Term Loan immediately prior to such conversion; provided that (i) all such Term B- 3 4 Loans incurred pursuant to clause (x) shall be incurred by the Canadian Borrower pursuant to one drawing on the Amendment No. 2 4 Effective Date, (ii) any Term B- 3 4 Loan that is repaid may not be reborrowed and (iii) each Term B- 3 4 Loan converted pursuant to clause (y) on the Amendment No. 2 4 Effective Date shall initially be a Eurodollar Loan with an Interest Period equal to the remaining Interest Period on the applicable Converted Term Loan immediately prior to the effectiveness of Amendment No. 2 4 ; and

(b)           severally, and not jointly, to make Revolving R-2 Facility Loans to the Canadian Borrower from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in (A) such Lender’s Revolving R-2 Facility Credit Exposure exceeding such Lender’s Revolving R-2 Facility Commitment or (B) the Revolving R-2 Facility Credit Exposure exceeding the total Revolving R-2 Facility Commitments, such Revolving R-2 Facility Loans to be made in Canadian Dollars or Dollars, at the election of the Canadian Borrower, within the foregoing limits and subject to the terms and conditions set forth herein, the Canadian Borrower may borrow, prepay and reborrow Revolving R-2 Facility Loans.

Section 2.02      Notice to Lenders; Funding of Loans .

(a)           Each Loan shall be made as part of a Borrowing consisting of Loans under the same Facility and of the same Type made by the Lenders ratably in accordance with their respective Commitments under the applicable Facility; provided , however , that Revolving R-2 Facility Loans shall be made by the Revolving R-2 Facility Lenders ratably in accordance with their respective Revolving R-2 Facility Percentages on the date such Loans are made hereunder. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b)           Subject to Section 2.15, (i) each Borrowing denominated in Dollars shall be comprised entirely of ABR Loans or Eurodollar Loans as the Canadian Borrower may request in accordance herewith and (ii) each Borrowing denominated in Canadian Dollars shall be comprised entirely of BA Loans or Canadian Prime Rate Loans. Each Swingline Borrowing shall be an ABR Borrowing. Each Lender at its option may make any ABR Loan, Eurodollar Loan or BA Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Canadian Borrower to repay such Loan in accordance with the terms of this Agreement and such Lender shall not be entitled to any amounts payable under Section 2.16 or 2.18 solely in respect of increased costs resulting from such exercise and existing at the time of such exercise.

(c)           At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Revolving R-2 Facility Commitments or that is required to finance the reimbursement of a L/C Disbursement as contemplated by Section 2.05(e). Each Swingline Borrowing shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. Borrowings of more than one Type and under more than one Facility may be outstanding at the same time; provided that there shall not at any time be more than a total of (i) 10 Eurodollar Borrowings outstanding under the Term B- 3 4 Loan Facility, (ii) 10 Eurodollar Borrowings outstanding under the Revolving R-2 Facility and (iii) 10 BA Contract Periods with respect to BA Borrowings; provided , that the number of Eurodollar Borrowings and/or BA Contract Periods may be increased or adjusted by agreement between the Canadian Borrower and the Administrative Agent in connection with any Incremental Facility or Extended Loans/Commitments.

(d)           Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving R-2 Facility Maturity Date or Term B- 3 4 Loan Maturity Date, as applicable.

Section 2.03      Requests for Borrowings .

(a)           Borrowings Other Than Swingline Loans . Except in the case of Swingline Loans and L/C Borrowings, the Canadian Borrower shall give the Administrative Agent a Borrowing Request not later than (x) with respect to a BA or Eurodollar Borrowing, 1:00 P.M. the third Business Day before the date of the proposed Borrowing (unless the Canadian Borrower wishes to request an Interest Period for such Borrowing other than one, two, three or six months in duration as provided in the definition of “ Interest Period ,” in which case the Canadian Borrower shall give such notice on the fourth Business Day before each such Eurodollar Borrowing) and (y) with respect to a Canadian Prime Rate or ABR Borrowing, not later than 11:00 A.M., on the date of the proposed borrowing, specifying:

(i)           whether the requested Borrowing is to be a Revolving R-2 Facility Borrowing, Term B- 3 4 Loan Borrowing or Incremental Term Loan;

(ii)           the aggregate amount of the requested Borrowing (expressed in Dollars or Canadian Dollars, as applicable);

(iii)          the date of such Borrowing, which shall be a Business Day;

(iv)          in the case of a Borrowing denominated in Dollars, whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

(v)           in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by clause (a) of the definition of the term “Interest Period”;

(vi)          in the case of a Revolving R-2 Facility Borrowing in Canadian Dollars, whether such Borrowing is to be a BA Borrowing or Canadian Prime Rate Borrowing;

(vii)         in the case of a BA Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “BA Contract Period”; and

(viii)        the location and number of the Canadian Borrower’s account (or such other account as the Canadian Borrower may specify) to which funds are to be disbursed.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing or BA Borrowing, then the Canadian Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

(b)           Swingline Borrowings . The Canadian Borrower shall request a Swingline Loan by written notice (or telephone notice promptly confirmed in writing) substantially in the form of Exhibit C hereto (a “ Swingline Borrowing Request ”) to the Swingline Lender and the Administrative Agent not later than 2:30 P.M. (New York time) on the Business Day of the requested Swingline Loan. Each such notice shall be irrevocable and shall specify (i) that a Swingline Loan is requested, (ii) the date of the requested Swingline Loan (which shall be a Business Day) and (iii) the principal amount and currency of the Swingline Loan requested. Each Swingline Loan in Dollars shall be made as an ABR Loan, each Swingline Loan in Canadian Dollars shall be made as a Canadian Prime Rate Loan and, subject to Section 2.04(b), each Swingline Loan shall have such maturity date as agreed to by the Swingline Lender and the Canadian Borrower upon receipt by the Swingline Lender of the Swingline Borrowing Request from the Canadian Borrower.

(c)           L/C Borrowings . Each L/C Borrowing shall be made as specified in Section 2.05(e)(iv) without the necessity of a Borrowing Request.

Section 2.04      Swingline Loans .

(a)           The Swingline Lender agrees, on the terms and subject to the conditions set forth herein and in the other Loan Documents and, subject to Section 2.23(a)(vi), to make a portion of the Revolving R-2 Facility Commitments available to the Canadian Borrower from time to time during the Availability Period by making loans in Dollars or Canadian Dollars, as applicable, to the Canadian Borrower (each such loan, a “ Swingline Loan ” and, collectively, the “ Swingline Loans ”); provided that (A) the aggregate principal amount of the Swingline Loans outstanding at any one time shall not exceed the Swingline Commitment, (B) with regard to each Lender individually (other than the Swingline Lender in its capacity as such), such Lender’s outstanding Revolving R-2 Facility Loans plus its Participation Interests in outstanding Swingline Loans plus its Participation Interests in outstanding L/C Obligations shall not at any time exceed such Lender’s Revolving R-2 Commitment Percentage of the Revolving R-2 Committed Amount, (C) with regard to the Revolving R-2 Facility Lenders collectively, the sum of the aggregate principal amount of Swingline Loans outstanding plus the aggregate amount of Revolving R-2 Facility Loans outstanding plus the aggregate amount of L/C Obligations outstanding shall not exceed the Revolving R-2 Committed Amount and (D) the Swingline Commitment shall not exceed the aggregate of the Revolving R-2 Facility Commitments then in effect. Swingline Loans denominated in Dollars shall be made and maintained as ABR Loans, and Swingline Loans denominated in Canadian Dollars shall be made and maintained as Canadian Prime Rate Loans. Swingline Loans may be repaid and reborrowed in accordance with the provisions hereof prior to the Swingline Termination Date. Swingline Loans may be made notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Lender’s other Revolving R-2 Facility Credit Exposure, exceeds its Revolving R-2 Facility Commitment. The proceeds of a Swingline Borrowing may not be used, in whole or in part, to refund any prior Swingline Borrowing.

(b)           The principal amount of all Swingline Loans shall be due and payable on the earliest of (A) the maturity date agreed to by the Swingline Lender and the Canadian Borrower with respect to such Swingline Loan (which maturity date shall not be more than seven Business Days from the date of advance thereof), (B) at the request of the Swingline Lender, the last day of the current calendar quarter, (C) the Swingline Termination Date, (D) the occurrence of any proceeding with respect to the Canadian Borrower under any Debtor Relief Law or (E) the acceleration of any Loan or the termination of the Revolving R-2 Facility Commitments pursuant to Section 7.01.

(c)           With respect to any Swingline Loans that have not been voluntarily prepaid by the Canadian Borrower or paid by the Canadian Borrower when due under Section 2.04(b) above, the Swingline Lender (by request to the Administrative Agent) or the Administrative Agent at any time may, and shall at any time Swingline Loans in an amount of $1.0 million shall have been outstanding for more than seven days, on one Business Day’s notice, require each Revolving R-2 Facility Lender, including the Swingline Lender, and each such Lender hereby agrees, subject to the provisions of this Section 2.04, to make a Revolving R-2 Facility Loan (which shall be initially funded as a ABR Loan) in an amount equal to such Lender’s Revolving R-2 Commitment Percentage of the amount of the Swingline Loans (the “ Refunded Swingline Loans ”) outstanding on the date notice is given.

(d)           In the case of Revolving R-2 Facility Loans made by Lenders other than the Swingline Lender under Section 2.04(c), each such Revolving R-2 Facility Lender shall make the amount of its Revolving R-2 Facility 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 next succeeding the date such notice is given. The proceeds of such Revolving R-2 Facility Loans shall be immediately delivered to the Swingline Lender (and not to the Canadian Borrower) and applied to repay the Refunded Swingline Loans. On the day such Revolving R-2 Facility Loans are made, the Swingline Lender’s Revolving R-2 Commitment Percentage of the Refunded Swingline Loans shall be deemed to be paid with the proceeds of a Revolving R-2 Facility Loan made by the Swingline Lender and such portion of the Swingline Loans deemed to be so paid shall no longer be outstanding as Swingline Loans and shall instead be outstanding as Revolving R-2 Facility Loans. The Canadian Borrower authorizes the Administrative Agent and the Swingline Lender to charge the Canadian Borrower’s account with the Administrative Agent (up to the amount available in such account) in order to pay immediately to the Swingline Lender the amount of such Refunded Swingline Loans to the extent amounts received from the Revolving R-2 Facility Lenders, including amounts deemed to be received from the Swingline Lender, are not sufficient to repay in full such Refunded Swingline Loans. If any portion of any such amount paid (or deemed to be paid) to the Swingline Lender should be recovered by or on behalf of the Canadian Borrower from the Swingline Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Revolving R-2 Facility Lenders in the manner contemplated by Section 2.19.

(e)           A copy of each notice given by the Swingline Lender pursuant to this Section 2.04 shall be promptly delivered by the Swingline Lender to the Administrative Agent and the Canadian Borrower. Upon the making of a Revolving R-2 Facility Loan by a Revolving R-2 Facility Lender pursuant to this Section 2.04, the amount so funded shall no longer be owed in respect of its Participation Interest in the related Refunded Swingline Loans.

(f)           If as a result of any proceeding under any Debtor Relief Law, Revolving R-2 Facility Loans are not made pursuant to this Section 2.04 sufficient to repay any amounts owed to the Swingline Lender as a result of a nonpayment of outstanding Swingline Loans, each Revolving R-2 Facility Lender agrees to purchase, and shall be deemed to have purchased, a participation in such outstanding Swingline Loans in an amount equal to its Revolving R-2 Commitment Percentage of the unpaid amount together with accrued interest thereon. Upon one Business Day’s notice from the Swingline Lender, each Revolving R-2 Facility Lender shall deliver to the Swingline Lender an amount equal to its respective Participation Interest in such Swingline Loans in same day funds at the office of the Swingline Lender specified or referred to in Schedule 9.01 . In order to evidence such Participation Interest each Revolving R-2 Facility Lender agrees to enter into a participation agreement at the request of the Swingline Lender in form and substance reasonably satisfactory to all parties. In the event any Revolving R-2 Facility Lender fails to make available to the Swingline Lender the amount of such Revolving R-2 Facility Lender’s Participation Interest as provided in this Section 2.04(f), the Swingline Lender shall be entitled to recover such amount on demand from such Revolving R-2 Facility Lender together with interest at the customary rate set by the Swingline Lender for correction of errors among banks in New York City for one Business Day and thereafter at the Alternate Base Rate plus the then Applicable Margin for ABR Loans.

(g)           Each Revolving R-2 Facility Lender’s obligation to make Revolving R-2 Facility Loans pursuant to Section 2.04(d) and to purchase Participation Interests in outstanding Swingline Loans pursuant to Section 2.04(f) above shall be absolute and unconditional and shall not be affected by any circumstance, including (without limitation) (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving R-2 Facility Lender or any other Person may have against the Swingline Lender, the Canadian Borrower, Holdings or any other Loan Party, (ii) the occurrence or continuance of a Default or an Event of Default or the termination or reduction in the amount of the Revolving R-2 Facility Commitments after any such Swingline Loans were made, (iii) any adverse change in the condition (financial or otherwise) of the Canadian Borrower or any other Person, (iv) any breach of this Agreement or any other Loan Document by the Canadian Borrower or any other Lender, (v) whether any condition specified in Article IV is then satisfied or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the forgoing. If such Lender does not pay such amount forthwith upon the Swingline Lender’s demand therefor, and until such time as such Lender makes the required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of such unpaid Participation Interest for all purposes of the Loan Documents other than those provisions requiring the other Lenders to purchase a participation therein. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, and any other amounts due to it hereunder to the Swingline Lender to fund Swingline Loans in the amount of the Participation Interest in Swingline Loans that such Lender failed to purchase pursuant to this Section 2.04(g) until such amount has been purchased (as a result of such assignment or otherwise).

Section 2.05      Letters of Credit .

(a)           Issuance of Letters of Credit . Subject to the terms and conditions set forth herein, (i) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving R-2 Facility Lenders set forth in this Section 2.05, (A) from time to time on any Business Day during the period from the Amendment No. 2 Effective Date until the Letter of Credit Expiration Date, to issue Dollar Letters of Credit and Canadian Letters of Credit for the account, and upon the request, of the Canadian Borrower or one or more of its Restricted Subsidiaries and in support of (x) trade obligations of the Canadian Borrower and/or its Restricted Subsidiaries, which shall be payable at sight in Dollars or Canadian Dollars, as applicable (each such letter of credit, a “ Trade Letter of Credit ” and collectively, the “ Trade Letters of Credit ”) and (y) such other obligations of the Canadian Borrower incurred for its general corporate purposes (each such letter of credit, a “ Standby Letter of Credit ” and collectively, the “ Standby Letters of Credi t”), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (c) below, and (B) to honor drawings under its Letters of Credit, and (ii) each Revolving R-2 Facility Lender severally agrees to participate in Letters of Credit issued for the account of the Canadian Borrower or its Restricted Subsidiaries and any drawing thereunder in accordance with the provisions of subsection (e) below; provided that, immediately after each Letter of Credit is issued, (i) the aggregate amount of the L/C Obligations shall not exceed the L/C Sublimit, (ii) the Revolving R-2 Facility Credit Exposure shall not exceed the Revolving R-2 Committed Amount and (iii) with respect to each individual Revolving R-2 Facility Lender, the aggregate outstanding principal amount of such Revolving R-2 Facility Lender’s Revolving R-2 Facility Loans plus its Participation Interests in outstanding L/C Obligations plus its (other than the Swingline Lender’s) Participation Interests in outstanding Swingline Loans shall not exceed such Revolving R-2 Facility Lender’s Revolving R-2 Facility Percentage of the Revolving R-2 Facility Commitments. Each request by the Canadian Borrower or a Restricted Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Canadian Borrower and such Restricted Subsidiary that the issuance or amendment of such Letter of Credit complies with the conditions set forth in clauses (i) and (ii) of the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Canadian Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Canadian Borrower may, during the period specified in clause (i)(A) above, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(b)           Certain Limitations on Issuances of Letters of Credit .

(i)            No L/C Issuer shall issue any Letter of Credit, if (A) subject to Section 2.05(c) with respect to Auto-Extension Letters of Credit, the expiry date of such requested Letter of Credit would occur more than twelve months (or 24 months for Letters of Credit having an aggregate stated or face amount not exceeding $25.0 million, or the Canadian Dollar Equivalent thereof, at any time outstanding) after the date of issuance or last extension, unless the Required Revolving Lenders have approved such expiry date, (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the Letter of Credit is cash collateralized after the Letter of Credit Expiration Date on terms reasonably acceptable to L/C Issuer or (C) such Letter of Credit is to be used for any purpose other than for its general corporate purposes unless the Required Revolving Lenders have consented thereto.

(ii)           No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) such issuance would conflict with, or cause the L/C Issuer to exceed any limits imposed by, any applicable Requirements of Law; (B) shall violate one or more policies of such L/C Issuer generally applied to all borrowers; (C) except as otherwise agreed by the Administrative Agent and the applicable L/C Issuer, such Letter of Credit is in an initial face amount the Dollar Equivalent of which is less than $100,000, in the case of a Trade Letter of Credit, or $25,000, in the case of a Standby Letter of Credit; or (D) such Letter of Credit is to be denominated in a currency other than Dollars or Canadian Dollars.

(iii)         No L/C Issuer shall amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

(iv)         No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) the 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.

(c)           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 Canadian Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) substantially in the form of Exhibit B-2 hereto (a “ Letter of Credit Request ”), appropriately completed and signed by a Responsible Officer of the Canadian Borrower. Such Letter of Credit Request must be received by the L/C Issuer and the Administrative Agent not later than 11:00 A.M. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. If requested by the applicable L/C Issuer, the Canadian Borrower shall also submit a letter of credit application on such L/C Issuer’s standard form in connection with any request for the issuance or amendment of a Letter of Credit. Additionally, the Canadian Borrower shall furnish to the L/C Issuer and the Administrative Agent such other customary documents and information pertaining to such requested Letter of Credit issuance or amendment, including any L/C Documents, as the L/C Issuer or the Administrative Agent may reasonably require.

(ii)          Promptly after receipt of any Letter of Credit Request, the 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 Request from the Canadian Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Revolving R-2 Facility Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 4.01 shall not then be satisfied, then, subject to the terms and conditions thereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Canadian Borrower (or the applicable subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices.

(iii)         If the Canadian Borrower so requests in any applicable Letter of Credit Request, the L/C Issuer may, in its sole and absolute discretion, 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 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 a date (the “ Non-Extension Notice Date ”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Canadian Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving R-2 Facility Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to a date not later than the Letter of Credit Expiration Date; provided , however , that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of the provisions of subsection (b)(i) or (ii) above or otherwise) or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (x) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (y) from the Administrative Agent, any Revolving R-2 Facility Lender or any Loan Party that one or more of the applicable conditions specified in Section 4.01 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.

(iv)          If any Letter of Credit contains provisions providing for automatic reinstatement of the stated amount after any drawing thereunder, (A) unless otherwise directed by the L/C Issuer to permit such reinstatement, and (B) the Administrative Agent and the Revolving R-2 Facility Lenders hereby authorize and direct the L/C Issuer to permit such automatic reinstatement, whether or not a Default then exists, unless the L/C Issuer has received a notice (which may be by telephone or in writing) on or before the date that is two Business Days before the reinstatement date from the Administrative Agent, the Required Revolving Lenders or any Loan Party that one or more of the applicable conditions specified in Section 4.01 is not then satisfied and directing the L/C Issuer to cease permitting such automatic reinstatement of such Letter of Credit.

(v)           Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Canadian Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(d)           Purchase and Sale of Letter of Credit Participations . Immediately upon the issuance by a L/C Issuer of an Letter of Credit, such L/C Issuer shall be deemed, without further action by any party hereto, to have sold to each Revolving R-2 Facility Lender, and each Revolving R-2 Facility Lender shall be deemed, without further action by any party hereto, to have purchased from such L/C Issuer, without recourse or warranty, an undivided participation interest in such Letter of Credit and the related L/C Obligations in the proportion its Revolving R-2 Commitment Percentage bears to the Revolving R-2 Committed Amount (although any fronting fee payable under Section 2.13 shall be payable directly to the Administrative Agent for the account of the applicable L/C Issuer, and the Lenders (other than such L/C Issuer) shall have no right to receive any portion of any such fronting fee) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving R-2 Facility Commitments pursuant to Section 9.04 or as otherwise adjusted from time to time in accordance with this Agreement, there shall be an automatic adjustment to the Participation Interests in all outstanding Letters of Credit and all L/C Obligations to reflect the adjusted Revolving R-2 Facility Commitments of the assigning and assignee Lenders or of all Lenders having Revolving R-2 Facility Commitments, as the case may be.

(e)           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 applicable L/C Issuer shall notify the Canadian Borrower and the Administrative Agent thereof and shall determine in accordance with the terms of such Letter of Credit whether such drawing should be honored. If the L/C Issuer determines that any such drawing shall be honored, such L/C Issuer shall make available to such beneficiary in accordance with the terms of such Letter of Credit the amount of the drawing and shall notify the Canadian Borrower and the Administrative Agent as to the amount to be paid as a result of such drawing and the payment date (each such date, an “ Honor Date ”).

(ii)           The Canadian Borrower shall be irrevocably and unconditionally obligated forthwith to reimburse each L/C Issuer through the Administrative Agent for any amounts paid by such L/C Issuer upon any drawing under any Letter of Credit, together with any and all reasonable charges and expenses which the L/C Issuer may pay or incur relative to such drawing calculated as of the date such L/C Issuer paid such amounts or paid or incurred such charges or expenses. Such reimbursement payment shall be due and payable (i) at or before 1:00 P.M., New York City time, on the Business Day following the Honor Date if the L/C Issuer notifies the Canadian Borrower of such drawing at or before 12:00 P.M., New York City time, on the Honor Date or (ii) at or before 1:00 P.M., New York City, time on the second succeeding Business Day after the Honor Date if such notice if given after 12:00 P.M., New York City time, on the Honor Date; provided that no payment otherwise required by this sentence to be made by the Canadian Borrower at or before 1:00 P.M., New York City time, on any day shall be overdue hereunder if arrangements for such payment by virtue of a Borrowing of Revolving R-2 Facility Loans or a Swingline Loan or other arrangements satisfactory to the applicable L/C Issuer, in its reasonable discretion, shall have been made by the Canadian Borrower at or before 1:00 P.M., New York City time, on such day and such payment is actually made at or before 3:00 P.M., New York City time, on such day. Each reimbursement and other payment to be made by the Canadian Borrower pursuant to this clause (ii) shall be made to the L/C Issuer in Federal or other funds immediately available to it at its address referred to in Schedule 9.01 .

(iii)          Subject to the satisfaction of all applicable conditions set forth in Article IV, the Canadian Borrower may, at its option, utilize the Swingline Commitment or the Revolving R-2 Facility Commitments, or make other arrangements for payment satisfactory to the L/C Issuer, for the reimbursement of all L/C Disbursements as required by clause (ii) above.

(iv)          With respect to any L/C Disbursement that has not been reimbursed by the Canadian Borrower when due under clause (ii) above (an “ Unreimbursed Amount ”), the Administrative Agent shall promptly notify each Revolving R-2 Facility Lender of the Honor Date, the amount of the Unreimbursed Amount and the amount of such Revolving R-2 Facility Lender’s pro-rata share thereof (determined by the proportion its Revolving R-2 Commitment Percentage bears to the aggregate Revolving R-2 Committed Amount). In such event, the Canadian Borrower shall be deemed to have requested a Borrowing (a “ L/C Borrowing ”) of ABR Revolving Loans to be disbursed on the date any reimbursement is due under clause (ii) above in an aggregate amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02(c), but subject to the amount of the unutilized portion of the Revolving R-2 Facility Commitments and the conditions set forth in Section 4.01 (other than the delivery of a Borrowing Request), and each such Revolving R-2 Facility Lender hereby agrees to make a Revolving R-2 Facility Loan (which shall be initially funded as a Dollar denominated ABR Revolving Loan) in an amount equal to such Lender’s Revolving R-2 Commitment Percentage of the Unreimbursed Amount outstanding on the date notice is given. Any such notice given by a L/C Issuer or the Administrative Agent given pursuant to this clause (iv) 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.

(v)           Each Revolving R-2 Facility Lender (including any Revolving R-2 Facility Lender acting as L/C Issuer in respect of any Unreimbursed Amount) shall, upon any notice from the Administrative Agent pursuant to clause (iv) above, make the amount of its Revolving R-2 Facility Loan available to the Administrative Agent, in Dollars in Federal or other immediately available funds same day funds, at the Administrative Agent’s Office, not later than 1:00 P.M., New York City time, on the Business Day specified in such notice, whereupon, subject to clause (vi) below, each Revolving R-2 Facility Lender that so makes funds available shall be deemed to have made a Dollar denominated ABR Revolving Loan to the Canadian Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable L/C Issuer in satisfaction of the Unreimbursed Amount to the extent of such funds.

(vi)          With respect to any Unreimbursed Amount that is not fully refinanced by a L/C Borrowing pursuant to clauses (iv) and (v) above because the conditions set forth in Section 4.01 cannot be satisfied or for any other reason, the L/C Issuer shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Revolving R-2 Facility Lender (other than the relevant L/C Issuer), and each such Revolving R-2 Facility Lender shall promptly and unconditionally pay to the Administrative Agent, for the account of such L/C Issuer, such Revolving R-2 Facility Lender’s pro-rata share of such Unreimbursed Amount (determined by the proportion its Revolving R-2 Commitment Percentage bears to the aggregate Revolving R-2 Committed Amount) in Dollars in Federal or other immediately available funds. Such payment from the Revolving R-2 Facility Lenders shall be due (i) at or before 1:00 P.M. on the date the Administrative Agent so notifies a Revolving R-2 Facility Lender, if such notice is given at or before 10:00 A.M. on such date or (ii) at or before 10:00 A.M. on the next succeeding Business Day, together with interest on such amount for each day from and including the date of such drawing to but excluding the day such payment is due from such Revolving R-2 Facility Lender at the Federal Funds Rate for such day (which funds the Administrative Agent shall promptly remit to the applicable L/C Issuer). Each payment by a Revolving R-2 Facility Lender to the Administrative Agent for the account of a L/C Issuer in respect of an Unreimbursed Amount shall constitute a payment in respect of its Participation Interest in related Letter of Credit purchased pursuant to subsection (d) above. The failure of any Revolving R-2 Facility Lender to make available to the Administrative Agent for the account of a L/C Issuer its pro-rata share of any Unreimbursed Amount shall not relieve any other Revolving R-2 Facility Lender of its obligation hereunder to make available to the Administrative Agent for the account of such L/C Issuer its pro-rata share of any payment made under any Letter of Credit on the date required, as specified above, but no such Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent for the account of the L/C Issuer such other Lender’s pro-rata share of any such payment. Upon payment in full of all amounts payable by a Lender under this clause (vi), such Lender shall be subrogated to the rights of the L/C Issuer against the Canadian Borrower to the extent of such Lender’s pro-rata share of the related L/C Obligation so paid (including interest accrued thereon).

(vii)         Each Revolving R-2 Facility Lender’s obligation to make Revolving R-2 Facility Loans pursuant to clause (iv) above and to make payments in respect of its Participation Interests in Unreimbursed Amounts pursuant to clause (vi) above shall be absolute and unconditional and shall not be affected by any circumstance, including: (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Canadian Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or Event of Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Revolving R-2 Facility Lender’s obligation to make Revolving R-2 Facility Loans as a part of a L/C Borrowing pursuant to clause (iv) above is subject to the conditions set forth in Section 4.01 (other than delivery by the Canadian Borrower of a Borrowing Request). No such making by a Revolving R-2 Facility Lender of a Revolving R-2 Facility Loan or a payment by a Revolving R-2 Facility Lender of an amount in respect of its Participation Interest in Unreimbursed Amounts shall relieve or otherwise impair the obligation of the Canadian Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(viii)        If any Revolving R-2 Facility Lender fails to make available to the Administrative Agent for the account of a L/C Issuer any amount required to be paid by such Revolving R-2 Facility Lender pursuant to the foregoing provisions of this subsection (e) by the time specified therefor, the applicable L/C Issuer shall be entitled to recover from such Revolving R-2 Facility 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 applicable L/C Issuer at a rate per annum equal to the Federal Funds Rate for such day. Any payment made by any Lender after 3:00 P.M. on any Business Day shall be deemed for purposes of the preceding sentence to have been made on the next succeeding Business Day. A certificate of the applicable L/C Issuer submitted to any Revolving R-2 Facility Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viii) shall be conclusive absent manifest error.

(f)            Repayment of Funded Participations in Respect of Drawn Letters of Credit .

(i)            Whenever the Administrative Agent receives a payment of a L/C Obligation as to which the Administrative Agent has received for the account of a L/C Issuer any payments from the Revolving R-2 Facility Lenders pursuant to subsection (e) above (whether directly from the Canadian Borrower or otherwise, including proceeds of cash collateral applied thereto by the Administrative Agent), the Administrative Agent shall promptly pay to each Revolving R-2 Facility Lender which has paid its pro-rata share thereof an amount equal to such Lender’s pro-rata share of the amount thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which the payments from the Revolving R-2 Facility Lenders were received) in the same funds as those received by the Administrative Agent.

(ii)           If any payment received by the Administrative Agent for the account of a L/C Issuer pursuant to clause (i) above is required to be returned under any of the circumstances (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Revolving R-2 Facility Lender shall pay to the Administrative Agent for the account of such L/C Issuer its pro-rata share thereof (determined by the proportion its Revolving R-2 Commitment Percentage bears to the aggregate Revolving R-2 Committed Amount) on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving R-2 Facility Lender, at a rate per annum equal to the Federal Funds Rate for such day.

(g)           Obligations Absolute . The obligations of the Canadian Borrower under Section 2.05(e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including, without limitation, the following circumstances:

(i)            any lack of validity or enforceability of such Letter of Credit, this Agreement or any other Loan Document;

(ii)           the use which may be made of the Letter of Credit by, or any acts or omission of, a beneficiary of a Letter of Credit (or any Person for whom the beneficiary may be acting);

(iii)          the existence of any claim, counterclaim, set-off, defense or other rights that the Canadian Borrower or any Subsidiary may have at any time against a beneficiary or any transferee of such Letter of Credit (or any Person for whom the beneficiary or transferee may be acting), any L/C Issuer or any other Person, whether in connection with this Agreement or such Letter of Credit or any document related hereto or thereto or any unrelated transaction;

(iv)         any draft, demand, certificate, statement or any other document presented under a 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 whatsoever, 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;

(v)          any payment by the L/C Issuer under a Letter of Credit against presentation of a draft or certificate that does not at least substantially comply with the terms of such Letter of Credit;

(vi)         any payment made by the 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; or

(vii)        any other act or omission to act or delay of any kind by any L/C Issuer or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this subsection (vii), constitute a defense to, or a legal or equitable discharge of, each of the Borrowers’ or any Subsidiary’s obligations hereunder.

(viii)       The Canadian Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Canadian Borrower’s instructions or other irregularity, the Canadian Borrower will promptly notify the L/C Issuer. The Canadian Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(h)           Role of L/C Issuers; Reliance . Each Revolving R-2 Facility Lender and the Canadian Borrower agree that, in determining whether to pay under any Letter of Credit, the relevant L/C Issuer shall not have any responsibility to 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 Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of the 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 Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Request. The Canadian 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 , however , that this assumption is not intended to, and shall not, preclude the Canadian 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 Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vi) of subsection (g) of this Section 2.05; provided , however , that anything in such clauses to the contrary notwithstanding, the Canadian Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Canadian Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Canadian Borrower which were caused by the L/C Issuer’s bad faith, willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the 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 the L/C Issuer shall not 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.

(i)            Cash Collateral . If the Canadian Borrower is required pursuant to the terms of this Agreement or any other Loan Document to Cash Collateralize any L/C Obligations, the Canadian Borrower shall deposit in an account with the Collateral Agent an amount in cash equal to 103% of the amount of such L/C Obligations as of such date plus any accrued and unpaid interest thereon. Such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the L/C Obligations. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. The Collateral Agent will, at the request of the Canadian Borrower, invest amounts deposited in such account in Cash Equivalents as directed by the Canadian Borrower; provided , however , that (i) the Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Agent to be in, or would result in any, violation of any Law and (ii) if an Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Agent. Other than any interest or profits earned on such investments, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Collateral Agent to reimburse the L/C Issuers immediately for drawings under the applicable Letters of Credit and, if the maturity of the Loans has been accelerated, to satisfy the L/C Obligations. If the Canadian Borrower is required to provide an amount of cash collateral hereunder as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Canadian Borrower within one Business Day after such Event of Default has been cured or waived. If the Canadian Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.12(b), such amount (to the extent not applied as aforesaid) shall be returned to the Canadian Borrower upon demand; provided that, after giving effect to such return, the aggregate Revolving R-2 Facility Credit Exposure would not exceed the Revolving R-2 Committed Amount. If the Canadian Borrower is required to deposit an amount of cash collateral hereunder pursuant to Section 2.12(b), interest or profits thereon (to the extent not applied as aforesaid) shall be returned to the Canadian Borrower after the full amount of such deposit has been applied by the Collateral Agent to reimburse the L/C Issuer for drawings under Letters of Credit.

(j)            Applicability of ISP 98 and UCP . Unless otherwise expressly agreed by the L/C Issuer and the Canadian Borrower when a Letter of Credit is issued (including any such agreement applicable to an existing Letter of Credit), (i) the rules of the ISP shall apply to each Standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits (the “ UCP ”), as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each Trade Letter of Credit.

(k)           Conflict with L/C Documents . In the event of any conflict between this Agreement and any L/C Document, this Agreement shall govern.

(l)            Letters of Credit Issued for Restricted 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 Canadian Borrower shall be obligated to reimburse the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Canadian Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Restricted Subsidiaries inures to the benefit of the Canadian Borrower, and that the Canadian Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

(m)          Resignation of a L/C Issuer; New or Successor L/C Issuer .

(i)            Any L/C Issuer may resign as a L/C Issuer upon 60 days’ prior written notice to the Administrative Agent, the applicable Revolving R-2 Facility Lenders and the Canadian Borrower. Subject to the terms of the following sentence, the Canadian Borrower may replace the L/C Issuer for any reason upon written notice to the Administrative Agent and the L/C Issuer and the Canadian Borrower may add L/C Issuer at any time upon notice to the Administrative Agent and with the agreement of such new L/C Issuer. If a L/C Issuer shall resign or be replaced, or if the Canadian Borrower shall decide to add a new L/C Issuer under this Agreement, then the Canadian Borrower may appoint a successor issuer of Letters of Credit or a new L/C Issuer, as the case may be, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), whereupon such successor issuer shall succeed to the rights, powers and duties of the replaced or resigning L/C Issuer under this Agreement and the other Loan Documents, or such new issuer of Letters of Credit shall be granted the rights, powers and duties of a L/C Issuer hereunder, and the term “L/C Issuer” shall mean such successor or such new issuer of Letters of Credit effective upon such appointment. The acceptance of any appointment as a L/C Issuer hereunder, whether as a successor issuer or new issuer of Letters of Credit in accordance with this Agreement, shall be evidenced by an agreement entered into by such new or successor issuer of Letters of Credit, in a form reasonably satisfactory to the Canadian Borrower and the Administrative Agent, and, from and after the effective date of such agreement, such new or successor issuer of Letters of Credit shall become a “L/C Issuer” hereunder. After the resignation or replacement of a L/C Issuer hereunder, the resigning or replaced L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations of a L/C Issuer under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation or replacement, but shall not be required to issue additional Letters of Credit or amend or renew Existing Letters of Credit. In connection with any resignation or replacement pursuant to this clause (a) (but, in case of any such resignation, only to the extent that a successor issuer of Letters of Credit shall have been appointed), either (i) the Canadian Borrower, the resigning or replaced L/C Issuer and the successor issuer of Letters of Credit shall arrange to have any outstanding Letters of Credit issued by the resigning or replaced L/C Issuer replaced with Letters of Credit issued by the successor issuer of Letters of Credit or (ii) the Canadian Borrower shall cause the successor issuer of Letters of Credit, if such successor issuer is reasonably satisfactory to the replaced or resigning L/C Issuer, to issue “back-stop” Letters of Credit naming the resigning or replaced L/C Issuer as beneficiary for each outstanding Letter of Credit issued by the resigning or replaced L/C Issuer, which new Letters of Credit shall have a face amount equal to the Letters of Credit being back-stopped, and the sole requirement for drawing on such new Letters of Credit shall be a drawing on the corresponding back-stopped Letters of Credit. After any resigning or replaced L/C Issuer’s resignation or replacement as L/C Issuer, the provisions of this Agreement relating to a L/C Issuer shall inure to its benefit as to any actions taken or omitted to be taken by it (A) while it was a L/C Issuer under this Agreement or (B) at any time with respect to Letters of Credit issued by such L/C Issuer.

(ii)            To the extent that there are, at the time of any resignation or replacement as set forth in clause (i) above, any outstanding Letters of Credit, nothing herein shall be deemed to impact or impair any rights and obligations of any of the parties hereto with respect to such outstanding Letters of Credit (including, without limitation, any obligations related to the payment of fees or the reimbursement or funding of amounts drawn), except that the Canadian Borrower, the resigning or replaced L/C Issuer and the successor issuer of Letters of Credit shall have the obligations regarding outstanding Letters of Credit described in clause (i) above.

(n)           Reporting . Each L/C Issuer will report in writing to the Administrative Agent (i) on the first Business Day of each week, the aggregate face amount of Letters of Credit issued by it and outstanding as of the last Business Day of the preceding week, (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 Canadian Borrower fails to reimburse a L/C Disbursement required to be reimbursed to such L/C Issuer on such day, the date, amount or Dollar Equivalent amount, as applicable, of such failure.

(o)           If the maturity date in respect of any tranche of Revolving R-2 Facility Commitments occurs prior to the expiration of any Letter of Credit, then the Canadian Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.05(i). The occurrence of a maturity date with respect to a given tranche of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving R-2 Facility Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving R-2 Facility Commitments, the L/C Sublimit shall be agreed between the Lenders under the extended tranches and the Canadian Borrower.

Section 2.06      BAs .

(a)           To facilitate availment of BA Loans, the Canadian Borrower hereby appoints each Lender as its attorney to sign and endorse on its behalf (in accordance with the Borrowing Request or Interest Election Request relating to a BA Loan pursuant to Section 2.02 or 2.08), in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Lender, blank forms of BAs in the form requested by such Lender. The Canadian Borrower recognizes and agrees that all BAs signed and/or endorsed by a Lender on behalf of the Canadian Borrower shall bind the Canadian Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Canadian Borrower. Each Lender is hereby authorized (in accordance with a Borrowing Request or Interest Election Request relating to a BA Loan) to issue such BAs endorsed in blank in such face amounts as may be determined by such Lender; provided , that the aggregate amount thereof is equal to the aggregate amount of BAs 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 such Lender or its officers, employees, agents or representatives. Each Lender shall maintain a record, which shall be made available to the Canadian Borrower upon its request, with respect to BAs (i) received by it in blank hereunder, (ii) voided by it for any reason, (iii) accepted and purchased by it hereunder, and (iv) canceled at their respective maturities. On request by the Canadian Borrower, a Lender shall cancel all forms of BAs which have been pre-signed or pre-endorsed on behalf of the Canadian Borrower and that are held by such Lender and are not required to be issued in accordance with the Canadian Borrower’s irrevocable Borrowing Request or Interest Election Request. Alternatively, the Canadian Borrower agrees that, at the request of the Administrative Agent, the Canadian Borrower shall deliver to the Administrative Agent a “depository note” which complies with the requirements of the Depository Bills and Notes Act (Canada), and consents to the deposit of any such depository note in the book-based debt clearance system maintained by the Canadian Depository for Securities.

(b)           Drafts of the Canadian Borrower to be accepted as BAs hereunder shall be signed as set forth in this Section 2.06. Notwithstanding that any Person whose signature appears on any BA may no longer be an authorized signatory for any Lender or the Canadian Borrower at the date of issuance of a BA, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance and any such BA so signed shall be binding on the Canadian Borrower.

(c)           Promptly following the receipt of a Borrowing Request or Interest Election Request specifying a Borrowing by way of BA Loan, the Administrative Agent shall so advise the Lenders and shall advise each Lender of the aggregate face amount of the BA to be accepted by it and the applicable BA Contract Period (which shall be identical for all Lenders). In the case of each BA Borrowing, the aggregate face amount of the BA to be accepted by a Lender shall be in a minimum aggregate amount of CND$1,000,000 and shall be a whole multiple of CND$500,000, and such face amount shall be in the Lenders’ pro rata portions of such Borrowing; provided , that the Administrative Agent may in its sole discretion increase or reduce any Lender’s portion of such BA Loan to the nearest $500,000.

(d)           If the Canadian Borrower specifies in a Borrowing Request pursuant to Section 2.03 or an Interest Election Request pursuant to Section 2.08 that it desires a BA Loan, subject to the terms and conditions herein, the Lenders shall accept and purchase the BAs from the Canadian Borrower at the BA Discount Rate applicable to such BAs accepted by them and provide to the Administrative Agent the Discount Proceeds for the account of the Canadian Borrower. The Acceptance Fee payable by the Canadian Borrower to a Lender under Section 2.13(c) in respect of each BA accepted by such Lender shall be set off against and deducted from the Discount Proceeds payable by such Lender under this Section 2.06(d).

(e)           Each Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any or all BAs accepted and purchased by it.

(f)           If a Lender is not a chartered bank named in Schedule 1 to the Bank Act (Canada) or if a Lender notifies the Administrative Agent in writing that it is otherwise unable to accept BAs, such Lender will, instead of accepting and purchasing BAs, make an advance (a “ BA Equivalent Loan ”) to the Canadian Borrower in the amount and for the same term as the draft that such Lender would otherwise have been required to accept and purchase hereunder (it being the intention of the parties that each BA Equivalent Loan shall have the same economic consequences for each Lender making such BA Equivalent Loan and the Canadian Borrower as the BA that such BA Equivalent Loan replaces, including payment by the Canadian Borrower to each such Lender making such BA Equivalent Loan of the Acceptance Fee). Each such Lender will provide to the Administrative Agent the Discount Proceeds of such BA Equivalent Loan for the account of the Canadian Borrower.

(g)           The Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to a Lender in respect of a BA accepted and purchased by it pursuant to this Agreement which might exist solely by reason of such BA being held, at the maturity thereof, by such Lender in its own right, and the Canadian Borrower agrees not to claim any days of grace if such Lender, as holder, claims payment from or sues the Canadian Borrower on the BA for payment of the amount payable by the Canadian Borrower thereunder. On the last day of the BA Contract Period of a BA, or such earlier date as may be required or permitted pursuant to the provisions of this Agreement, the Canadian Borrower shall pay the Lender that has accepted and purchased a BA or advanced a BA Equivalent Loan (irrespective of whether such Lender then holds such BA) the full face amount of such BA or BA Equivalent Loan, as the case may be, and, after such payment, the Canadian Borrower shall have no further liability in respect of such BA and such Lender shall be entitled to all benefits of, and be responsible for all payments due to third parties under, such BA.

(h)           Except as provided in Sections 2.06, 2.10, 2.11, 2.12 and 2.22 and as required under Article VII, no BA Loan may be repaid by the Canadian Borrower prior to the expiry date of the BA Contract Period applicable to such BA Loan.

(i)            In respect of any BA Loan to be repaid or prepaid by the Canadian Borrower prior to the expiry date of the BA Contract Period applicable to such BA Loan, the Canadian Borrower shall deposit with the Administrative Agent an amount equal to the aggregate face amount of all BA’s comprising such BA Loan, such deposit to be held by the Administrative Agent in a Prepayment Account as continuing security for payment and satisfaction of the Obligations. The Administrative Agent shall apply any cash deposited in the Prepayment Account allocable to amounts to become due in respect of BAs on the last day of their respective BA Contract Periods until all amounts due in respect of such outstanding BAs have been repaid or until all such cash has been exhausted (and any amount remaining in the Prepayment Account after all of the respective BAs for which the applicable deposit was made have matured and been paid will be released to the Canadian Borrower). For purposes of this Agreement, the term “ Prepayment Account ” shall mean an account established by the Canadian Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive control, including the exclusive right of withdrawal for application in accordance with this paragraph (i). The Administrative Agent will, at the request of the Canadian Borrower, invest amounts on deposit in the Prepayment Account in short-term, cash equivalent investments selected by the Administrative Agent in consultation with the Canadian Borrower that mature prior to the last day of the applicable BA Contract Periods of the BAs to be prepaid; provided , however , that the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if an Event of Default shall have occurred and be continuing. The Canadian Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay amounts due in respect of BAs on the last day of the applicable BA Contract Period is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments (which shall be for the account of the Canadian Borrower, to the extent not necessary for the prepayment of BAs in accordance with this Section), the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans and all amounts due hereunder have been accelerated pursuant to Article VII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account of the Canadian Borrower to satisfy any of the Obligations of the Canadian Borrower in respect of Loans and BAs (and the Canadian Borrower hereby grants to the Administrative Agent a security interest in its Prepayment Account to secure such Obligations).

Section 2.07      Funding of Borrowings .

(a)           Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.04. The Administrative Agent will make the proceeds of funds made available to it pursuant to the preceding sentence available to the applicable Borrower by promptly crediting the amounts so received, in like funds, to an account of the applicable Borrower maintained with the Administrative Agent (i) in New York City, in the case of Loans denominated in Dollars, or (ii) in Toronto, in the case of Loans denominated in Canadian Dollars and designated by the applicable Borrower in the applicable Borrowing Request; provided that ABR Revolving Loans and Swingline Borrowings made to finance the reimbursement of a L/C Disbursement as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the applicable L/C Issuer.

(b)           Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Revolving R-2 Facility Loans and/or Term Loans that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing of Revolving R-2 Facility Loans or Term Loans available to the Administrative Agent, the amount so made available by the Administrative Agent shall be a separate loan to such Borrower which loan the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand (without duplication) with demand to be first made on such Lender if legally possible) with interest thereon, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, (x) the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (in the case of a Borrowing denominated in Dollars) or (y) the rate reasonably determined by the Administrative Agent to be the cost to it of funding such amount (in the case of a Borrowing denominated in Canadian Dollars) or (ii) in the case of the applicable Borrower, the interest rate applicable to ABR Loans (in the case of a Borrowing denominated in Dollars) or the rate reasonably determined by the Administrative Agent to be the cost to it of funding such amount (in the case of a Borrowing denominated in Canadian Dollars). If such Lender pays such amount to the Administrative Agent, then such payment shall discharge such Borrower’s obligation to pay such demand loan and from that time shall constitute such Lender’s Loan included in such Borrowing.

Section 2.08      Interest Elections .

(a)           Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing or BA Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Canadian Borrower may elect to convert such Borrowing to a different Type, in the case of Borrowings denominated in Dollars, or to continue such Borrowing and, in the case of a Eurodollar Borrowing or BA Borrowing, may elect Interest Periods therefor, all as provided in this Section. Any conversion or continuation hereunder shall be in the same currency as the original obligation. The Canadian Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.08 shall not apply to Swingline Borrowings, which may not be converted or continued.

(b)           To make an election pursuant to this Section 2.08, the Canadian Borrower shall notify the Administrative Agent of such election in writing by the time that a Borrowing Request would be required under Section 2.03 if the Canadian Borrower were requesting a Borrowing of the Type and currency resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Canadian Borrower.

(c)           Each written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i)            the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)           the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii)          whether the resulting Revolving R-2 Facility Borrowing is to be an ABR Borrowing, Eurodollar Borrowing, Canadian Prime Rate Borrowing or BA Borrowing, or whether the resulting Term B- 3 4 Loan Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv)          if the resulting Borrowing is a Eurodollar Borrowing or BA Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.”

If any such Interest Election Request requests a Eurodollar Borrowing or BA Borrowing but does not specify an Interest Period, then the Canadian Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d)           Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender to which such Interest Election Request relates of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e)           If the Canadian Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing or BA Borrowing, as applicable, prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be continued as a Eurodollar Borrowing or BA Borrowing, as applicable, with an Interest Period of one month’s duration commencing on the last day of such Interest Period. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the written request (including a request through electronic means) of the Required Lenders, so notifies the Canadian Borrower, then, so long as an Event of Default is continuing (i) except as provided in clause (iii) below, no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing or BA Borrowing, as applicable, (ii) unless repaid, each Eurodollar Borrowing shall be continued as a Eurodollar Borrowing with an Interest Period of one month’s duration and (iii) unless repaid, each BA Borrowing shall be converted into an ABR Borrowing denominated in Canadian Dollars at the end of the BA Contract Period applicable thereto.

Section 2.09      Termination and Reduction of Commitments .

(a)           Unless previously terminated, the Revolving R-2 Facility Commitments shall terminate on the Revolving R-2 Facility Maturity Date. The Term B- 3 4 Loan Commitment of each Term Loan Lender shall terminate upon the funding of such Loans on the Amendment No. 2 4 Effective Date.

(b)           The Canadian Borrower may at any time terminate, or from time to time reduce, the Revolving R-2 Facility Commitments or the Term Loan Commitments, as the case may be; provided that (i) each such reduction of an amount denominated in Dollars shall be in an amount that is an integral multiple of $1.0 million and not less than $5.0 million (or, if less, the remaining amount of the Revolving R-2 Facility Commitments or Term Loan Commitments, as the case may be) and (ii) Canadian Borrower shall not terminate or reduce the Revolving R-2 Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving R-2 Facility Loans in accordance with Section 2.12, the Revolving R-2 Facility Credit Exposure would exceed the total Revolving R-2 Facility Commitments.

(c)           The Canadian Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving R-2 Facility Commitments and/or Term Loan Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Any termination or reduction of Commitments shall be permanent. Each reduction of the Commitments under any Facility shall be made ratably among the Lenders in accordance with their respective Commitments under such Facility, except that notwithstanding the foregoing, (1) the Canadian Borrower may allocate any termination or reduction of Commitments among Classes of Commitments at its direction (including, for the avoidance of doubt, to the Commitments with respect to any Class of Extended Revolving Credit Commitments without any termination or reduction of the Commitments with respect to any Existing Revolving Credit Commitments of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.24, the Existing Revolving Credit Commitments of any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by the Canadian Borrower and the Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as (a) a proportionate reduction of the Specified Existing Revolving Credit Commitments has been offered to each Lender to whom the applicable Revolving Credit Extension Request has been made (which may be conditioned upon such Lender becoming an Extending Lender), and (b) the Canadian Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments to the extent necessary to ensure that, after giving pro forma effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving pro forma effect to such reduction).

(d)           Upon at least one Business Day’s prior written notice to the Administrative Agent and each L/C Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving R-2 Facility Lenders), the Canadian Borrower shall have the right, on any day, permanently to terminate or reduce the L/C Sublimit, in whole or in part; provided that, after giving pro forma effect to such termination or reduction, the L/C Obligations shall not exceed the L/C Sublimit.

(e)           The Canadian Borrower shall notify the Administrative Agent in writing at least ten (10) days prior to the occurrence of a Permitted Change of Control. On or prior to the date that is five (5) days following the delivery by the Canadian Borrower of such notice of a Permitted Change of Control, each Revolving Credit Lender may elect, in its sole discretion, to require the entire aggregate amount of its Revolving Credit Commitments be terminated (any such Revolving Credit Commitments so terminated, and the Revolving Credit Commitments of any Revolving Credit Lender that does not respond prior to the date that is five (5) days following the delivery by the Canadian Borrower of such notice of a Permitted Change of Control, the “ Permitted Change of Control Terminated Commitments ”), and the entire aggregate amount of its Revolving Credit Loans with respect to Permitted Change of Control Terminated Commitments shall be repaid in accordance with Section 2.12, in each case concurrently with (or, at the option of the Canadian Borrower, prior to) the Permitted Change of Control (any such election a “ Permitted Change of Control Election ”); provided that if for any reason the Canadian Borrower does not notify the Administrative Agent at least ten (10) days prior to the occurrence of a Permitted Change of Control, then each Revolving Credit Lender may make a Permitted Change of Control Election with respect to such Permitted Change of Control on or prior to the date that is five (5) days following the occurrence of such Permitted Change of Control. Notwithstanding the foregoing, to the extent any Revolving Credit Lender makes a Permitted Change of Control Election, in lieu of the termination of all or a portion of such Revolving Credit Lender’s Revolving Credit Commitments, the Borrower may require that such Revolving Credit Lender assign, prior to or concurrently with the occurrence of such Permitted Change of Control, all or such portion of its Revolving Credit Commitments to one or more assignees designated by the Borrower who consent to take such Revolving Credit Commitments by assignment and purchase any outstanding Revolving Credit Loans outstanding thereunder at par and such Revolving Credit Lender shall be deemed to have consented to such assignment; provided that any such assignment shall be subject to the consent of the Administrative Agent and the L/C Issuer to the extent required under Section 9.04(b)(i)(B) and (C)); provided , further , that it is understood that the Revolving Credit Commitments of any of Revolving Credit Lender that has made a Permitted Change of Control Election that are not so assigned prior to or concurrently with such Permitted Change of Control shall be terminated as described in this clause (e).

Section 2.10      Repayment of Loans; Evidence of Debt, etc .

(a)           The Canadian Borrower hereby unconditionally promises to pay (i) on the Revolving R-2 Facility Maturity Date in Dollars or Canadian Dollars, as applicable, to the Administrative Agent the then unpaid principal amount of each Revolving R-2 Facility Loan made to the Canadian Borrower, and (ii) in Dollars or Canadian Dollars, as applicable, to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.11. The Canadian Borrower hereby unconditionally promises to pay in Dollars or Canadian Dollars, as applicable, to each Swingline Lender the then unpaid principal amount of each Swingline Loan made to the Canadian Borrower on the earlier of the Revolving R-2 Facility Maturity Date and the tenth Business Day after such Swingline Loan is made; provided that on each date that a Revolving R-2 Facility Borrowing is made by the Canadian Borrower, then the Canadian Borrower shall repay all its Swingline Loans then outstanding.

(b)           Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Canadian Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c)           The Administrative Agent shall maintain accounts in which it shall record (i) the amount and currency of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Canadian Borrower to each Lender hereunder and (iii) any amount received by the Administrative Agent hereunder from the Canadian Borrower and each Lender’s share thereof.

(d)           The entries made in the accounts maintained pursuant to subsections (b) and (c) of this Section 2.10 shall be prima facie evidence absent demonstrable error of the existence and amounts of the obligations therein recorded; provided , however , that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Canadian Borrower to repay the Loans in accordance with the terms of this Agreement.

(e)           Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Canadian Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender or its registered assigns and substantially in the form of Exhibits E-1 or E-2 , as the case may be, for the Term B- 3 4 Loans and Revolving R-2 Facility Loans, respectively. Thereafter, the Loans evidenced by such promissory note (a “ Note ”) and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein or its registered assigns. If requested by the Swingline Lender, the Swingline Loans shall be evidenced by a single Swingline Note, substantially in the form of Exhibit E-3 , payable to the Swingline Lender in an amount equal to the aggregate unpaid principal amount of the Swingline Loans.

(f)            Each Lender having one or more Notes shall record the date, amount, Class and Type of each Loan made by it and the date and amount of each payment of principal made by the Canadian Borrower with respect thereto, and may, if such Lender so elects in connection with any permitted transfer or enforcement of any Note, endorse on the reverse side or on the schedule, if any, forming a part thereof appropriate notations to evidence the foregoing information with respect to each outstanding Loan evidenced thereby; provided that the failure of any Lender to make any such recordation or endorsement shall not affect the obligations of the Canadian Borrower hereunder or under any such Note. Each Lender is hereby irrevocably authorized by the Canadian Borrower so to endorse each of its Notes and to attach to and make a part of each of its Notes a continuation of any such schedule as and when required.

Section 2.11      Repayment of Loans .

(a)           Subject to adjustment pursuant to paragraph (c) of this Section 2.11 and Section 2.12(a), the Canadian Borrower shall repay Term B- 3 4 Loans on (x) the last day of each quarter beginning with the fiscal quarter ending December March 31, 2016 2017 in an amount equal to 0.25% of the original aggregate principal amount of Term B- 3 4 Loans outstanding on the Amendment No. 2 4 Effective Date (as such principal amount may be reduced by, and after giving effect to, any voluntary and mandatory prepayments made in accordance with Section 2.12) and (y) the Term B- 3 4 Loan Maturity Date in an amount equal to the remaining principal amount of the Term B- 3 4 Loans.

(b)           To the extent not previously paid, all Term B- 3 4 Loans shall be due and payable on the Term B- 3 4 Loan Maturity Date.

(c)           (i) Subject to clause (ii) of this Section 2.11(c) and Section 2.12, (A) each prepayment of Term Loans required by Section 2.12 (other than in connection with a Debt Incurrence Event) shall be allocated to the Classes of Term Loans outstanding, pro rata , based upon the applicable remaining principal amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled principal amounts within each such Class in accordance with Section 2.12(d)(ii) and (B) each prepayment of Term Loans required by Section 2.12(c) in connection with a Debt Incurrence Event shall be allocated to any Class of Term Loans outstanding as directed by the Canadian Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event be applied to Refinance the applicable Indebtedness), shall be applied pro rata to Lenders within each such Class, based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled principal amounts within each such Class in accordance with Section 2.12(d)(ii); provided that, with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended Term Loans of the same Extension Series, the Canadian Borrower may allocate such prepayments as the Canadian Borrower may specify, subject to the limitation that the Canadian Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining principal amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full).

(ii)          With respect to each such prepayment required by Section 2.12 (other than any Specified Debt Incurrence Prepayment Event to be applied to Refinance the applicable Indebtedness), (A) the Canadian Borrower will, not later than the applicable date specified in Section 2.12 for offering to make such prepayment, give the Administrative Agent, written notice requesting that the Administrative Agent provide notice of such prepayment to each Lender and the Administrative Agent will promptly provide such notice to each Lender, (B) each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent and the Canadian Borrower within three Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such amounts may be retained by the Canadian Borrower and (C) the Canadian Borrower will make all such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative Agent

(d)           (i) With respect to each prepayment of Term Loans elected by the Canadian Borrower pursuant to Section 2.12(a) or pursuant to a Debt Incurrence Event, such prepayments shall be applied to reduce principal amounts in such order as the Canadian Borrower may specify (or, if not specified, in direct order of maturity) and the Canadian Borrower may designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made; provided that the Canadian Borrower pays any amounts, if any, required to be paid pursuant to Section 2.17 with respect to prepayments of Eurodollar Loans made on any date other than the last day of the applicable Interest Period. In the absence of a designation by the Canadian Borrower as described in the preceding sentence, the Administrative Agent, shall, subject to the above, make such designation in a manner that minimizes the amount of payments required to be made by the Canadian Borrower pursuant to Section 2.17.

(ii)          With respect to each prepayment of Term Loans required pursuant to Section 2.12(c); other than in respect of a Debt Incurrence Event, such prepayments shall be applied to reduce principal amounts in direct order of maturity and on a pro rata basis to the then outstanding Term Loans (other than any Class of Term Loans that has agreed to receive a less than pro rata share of any such mandatory prepayment) being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurodollar Loans; provided that, if no Lender exercises the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.11(c)(ii), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Canadian Borrower pursuant to Section 2.17.

Section 2.12           Prepayments, etc .

(a)           The Canadian Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (but subject to Section 2.17), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with Section 2.09(c); provided , that such optional prepayments of the Term Loans shall be applied as directed by the Canadian Borrower to scheduled amortization payments pursuant to Section 2.11(a) above. Notwithstanding anything in this Section 2.12(a) to the contrary, in the event that, prior to the twelve-month anniversary of the Amendment No. 2 4 Effective Date, (x) the Canadian Borrower makes any prepayment of Term B- 3 4 Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Canadian Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B- 3 4 Lenders, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term B- 3 4 Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the applicable Term B- 3 4 Loans affected by such Repricing Transaction and outstanding immediately prior to such amendment.

(b)           In the event and on such occasion that the Revolving R-2 Facility Credit Exposure exceeds the total Revolving R-2 Facility Commitments, the Canadian Borrower under the Revolving R-2 Facility shall prepay Revolving R-2 Facility Borrowings and/or Swingline Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(i)) made to the Canadian Borrower, in an aggregate amount equal to the amount by which the Revolving R-2 Facility Credit Exposure exceeds the total Revolving R-2 Facility Commitments. Each prepayment shall be applied to the Revolving R-2 Facility Loans included in the repaid Borrowing such that each Revolving R-2 Facility Lender receives its ratable share of such prepayment (based upon the respective Revolving R-2 Facility Credit Exposures of the Revolving R-2 Facility Lenders at the time of such prepayment).

(c)           On each occasion that a Prepayment Event occurs, Holdings shall cause, within one Business Day after the receipt of Net Cash Proceeds from a Debt Incurrence Event and within three Business Days after the receipt of Net Cash Proceeds in connection with the occurrence of any other Prepayment Event, offer to prepay (or, in the case of a Debt Incurrence Event arising from (A) the incurrence of Incremental Term Loans in reliance on the proviso to Section 2.21(b), (B) the incurrence of Indebtedness in reliance on clause 6.01(A)(r) or (C) to the extent relating to Term Loans, the incurrence of any Credit Agreement Refinancing Indebtedness (any of the foregoing, a “ Specified Debt Incurrence Prepayment Event ”), prepay), in accordance with Sections 2.11(c) and (d), without premium or penalty, a principal amount of Term Loans in an amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, in the case of Net Cash Proceeds from an Asset Sale Event, Casualty Event or Permitted Sale Leaseback, the Canadian Borrower may use cash in an amount not to exceed the amount of such Net Cash Proceeds to prepay, redeem, defease, acquire, repurchase or make a similar payment to any Permitted Refinancing Debt or any Permitted Additional Debt, in each case, secured by a Lien on the Collateral that ranks equal in priority to the Liens on such Collateral securing the Secured Obligations (but without regard to the control of remedies), in each case the documentation with respect to which requires the issuer or borrower under such Indebtedness to prepay or make an offer to prepay, redeem, repurchase, defease, acquire or satisfy and discharge such Indebtedness with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (1) the amount of such Net Cash Proceeds multiplied by (2) a fraction, the numerator of which is the outstanding principal amount of the Permitted Refinancing Indebtedness and Permitted Additional Debt, in each case, secured by a Lien on the Collateral that ranks equal in priority to the Liens on such Collateral securing the Secured Obligations (but without regard to control of remedies) and with respect to which such a requirement to prepay or make an offer to prepay, redeem, repurchase, defease, acquire or satisfy and discharge exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Refinancing Debt and Permitted Additional Debt and the outstanding principal amount of Term Loans.

(d)           Not later than 100 days after the end of each Excess Cash Flow Period, Holdings shall calculate Excess Cash Flow for such Excess Cash Flow Period and shall cause to be applied an amount equal to the Required Percentage of such Excess Cash Flow (less, at the Canadian Borrower’s option, (x) the aggregate principal amount of Term Loans voluntarily prepaid pursuant to Section 2.12(a) and (y) the aggregate principal amount of Revolving R-2 Facility Loans, Extended Revolving Credit Loans and other revolving loans that are effective in reliance on Section 6.01(A)(a) voluntarily prepaid to the extent accompanied by a permanent reduction of such Revolving R-2 Facility Commitments, Incremental Revolving Credit Commitment Increases, Extended Revolving Credit Commitments or other revolving commitments, as applicable, in an equal amount in accordance with to Section 2.09 (or equivalent provision governing such revolving credit facility) and the aggregate amount of cash consideration paid by any Purchasing Borrower Party to effect any assignment to it of Term Loans pursuant to Section 9.04(e), but only to the extent that such Term Loans (x) have been acquired pursuant to an offer made to all Lenders within any Class of Term Loans on a pro rata basis (in which case, the applicable reduction to the required Excess Cash Flow payment shall be for the amounts owing to such Class only) and (y) have been cancelled, but excluding the aggregate principal amount of any such voluntary prepayments and any such assignments made with the proceeds of incurrences of long-term Indebtedness or issuances of Equity Interests), in each case during such fiscal year or after year-end and prior to the time such prepayment pursuant to this Section 2.12 is due) to prepay Term Loans, in accordance with 2.11; provided that, in the case that Excess Cash Flow is required to be offered to prepay any Term Loans, the Canadian Borrower may use cash in an amount not to exceed the amount of such Excess Cash Flow required to be offered to prepay the Term Loans to prepay, redeem, defease, acquire, repurchase or make a similar payment to any Permitted Refinancing Debt or any Permitted Additional Debt, in each case, secured by a Lien on the Collateral that ranks equal in priority to the Liens on such Collateral securing the Secured Obligations (but without regard to the control of remedies), in each case the documentation with respect to which requires the issuer or borrower under such Indebtedness to prepay or make an offer to prepay, redeem, repurchase, defease, acquire or satisfy and discharge such Indebtedness with a percentage of Excess Cash Flow, in each case in an amount not to exceed the product of (1) the amount of such Excess Cash Flow required to be offered to prepay the Term Loans multiplied by (2) a fraction, the numerator of which is the outstanding principal amount of the Permitted Refinancing Debt and Permitted Additional Debt, in each case, secured by a Lien on the Collateral that ranks equal in priority to the Liens on such Collateral securing the Secured Obligations (but without regard to control of remedies) and with respect to which such a requirement to prepay or make an offer to prepay, redeem, repurchase, defease, acquire or satisfy and discharge exists and the denominator of which is the sum of the outstanding principal amount of such Permitted Refinancing Debt and Permitted Additional Debt and the outstanding principal amount of Term Loans. Not later than the date on which Holdings is required to deliver financial statements with respect to the end of each Excess Cash Flow Period under Section 5.04(a), Holdings will deliver to the Administrative Agent a certificate signed by a Financial Officer of Holdings setting forth the amount, if any, of Excess Cash Flow for such fiscal year and the calculation thereof in reasonable detail.

(e)           In lieu of making any payment pursuant to Section 2.12(c) or 2.12(d), in respect of any Eurodollar Loan other than on the last day of the Interest Period thereof, so long as no Default or Event of Default shall have occurred and be continuing, the Canadian Borrower at its option may deposit with the Administrative Agent an amount equal to the amount of the Eurodollar Loan to be prepaid and such Eurodollar Loan shall be repaid on the last day of the Interest Period therefor in the required amount. Such deposit shall be held by the Administrative Agent in a corporate time deposit account established on terms reasonably satisfactory to the Administrative Agent, earning interest at the then-customary rate for accounts of such type. Such deposit shall constitute cash collateral for the Obligations; provided that the Canadian Borrower may at any time direct that such deposit be applied to make the applicable payment required pursuant to Section 2.12(c) or 2.12(d).

(f)            Notwithstanding anything in any Loan Document to the contrary so long as no Default has occurred and is continuing and, only to the extent funded at a discount, no proceeds of Revolving R-2 Facility Borrowings are applied to fund any such repayment, Holdings and any of its Restricted Subsidiaries may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such prepayment) (or Holdings or any of its Subsidiaries may purchase such outstanding Term Loans and immediately cancel them) on the following basis:

(i)            Holdings and its Restricted Subsidiaries 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 2.12(f); provided that Holdings and its Restricted Subsidiaries shall not initiate any action under this Section 2.12(f) 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 Term Loan Prepayment as a result of a prepayment made by Holdings or any of its Restricted Subsidiaries on the applicable Discounted Prepayment Effective Date; or (II) at least three Business Days shall have passed since the date Holdings or such Restricted Subsidiary, as applicable, was notified that no Term Loan 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 Holdings’ or any Restricted Subsidiary’s election not to accept any Solicited Discounted Prepayment Offers.

(ii)

(A)         (I) Subject to the proviso to subsection (i) above, Holdings or any of its Restricted Subsidiaries 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 (II) any such offer shall be made available, at the sole discretion of Holdings or any such Restricted Subsidiary, as applicable, to (x) each Term Loan Lender and/or (y) each Term Loan Lender with respect to any Class of Term Loans on an individual tranche basis, (III) 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 2.12(f)(ii)), (IV) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (V) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each applicable 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 Loan Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. (New York City time), on the third Business Day after the date of delivery of such notice to such Lenders (the “ Specified Discount Prepayment Response Date ”).

(B)          Each Term Loan 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 Loan 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.

(C)          If there is at least one Discount Prepayment Accepting Lender, Holdings or the relevant Restricted Subsidiary, as applicable, 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; 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 Holdings or the relevant Restricted Subsidiary, as applicable, 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 Business Days following the Specified Discount Prepayment Response Date, notify (I) the Holdings or the relevant Restricted Subsidiary, as applicable, of the respective Term Loan 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 Loan 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 Holdings or the relevant Restricted Subsidiary, as applicable, and such Term Loan Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to Holdings or the relevant Restricted Subsidiary, as applicable, shall be due and payable by Holdings or the relevant Restricted Subsidiary, as applicable on the Discounted Prepayment Effective Date in accordance with subsection (vi) below (subject to subsection (x) below).

(iii)

(A)         Subject to the proviso to subsection (i) above, Holdings or any of its Restricted Subsidiaries 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 Holdings or the relevant Restricted Subsidiary, as applicable, to (x) each Term Loan Lender and/or (y) each Term Loan 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 Holdings or the relevant Restricted Subsidiary, as applicable (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 2.12(f)(iii)), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by Holdings or the relevant Restricted Subsidiary, as applicable, shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each applicable 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. (New York City time), on the third Business Day after the date of delivery of such notice to such Lenders (the “ Discount Range Prepayment Response Date ”). Each Term Loan 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 Loan Lender is willing to have prepaid at the Submitted Discount. Any Term Loan 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.

(B)          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 Holdings or the relevant Restricted Subsidiary, as applicable, 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 (iii). Holdings or the relevant Restricted Subsidiary, as applicable, 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 Loan 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 (C)) at the Applicable Discount (each such Term Loan Lender, a “ Participating Lender ”).

(C)          If there is at least one Participating Lender, Holdings or the relevant Restricted Subsidiary, as applicable, will prepay the respective outstanding Term Loans of each Participating Lender in the aggregate principal amount and 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 or equal to 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 Holdings or the relevant Restricted Subsidiary, as applicable, 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) Holdings or the relevant Restricted Subsidiary, as applicable, of the respective Term Loan 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 Loan 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 Loan 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 Holdings or the relevant Restricted Subsidiary, as applicable, and Term Loan Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to Holdings or the relevant Restricted Subsidiary, as applicable, shall be due and payable by Holdings or the relevant Restricted Subsidiary, as applicable, on the Discounted Prepayment Effective Date in accordance with subsection (vi) below (subject to subsection (x) below).

(iv)

(A)         Subject to the proviso to subsection (i) above, Holdings or any of its Restricted Subsidiaries 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 Holdings or the relevant Restricted Subsidiary, as applicable, to (x) each Term Loan Lender and/or (y) each Lender with respect to any Class of Term 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 Holdings or the relevant Restricted Subsidiary, as applicable, 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 a separate offer pursuant to the terms of this Section 2.12(f)(iv)), (III) the Solicited Discounted Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by Holdings or the relevant Restricted Subsidiary, as applicable, shall remain outstanding through the Solicited Discounted Prepayment Response Date. The Auction Agent will promptly provide each applicable 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. (New York City time), on the third Business Day after the date of delivery of such notice to such Term Loan Lenders (the “ Solicited Discounted Prepayment Response Date ”). Each Term Loan 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 Loan 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 Loan Lender is willing to have prepaid at the Offered Discount. Any Term Loan 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.

(B)          The Auction Agent shall promptly provide Holdings or the relevant Restricted Subsidiary, as applicable, with a copy of all Solicited Discounted Prepayment Offers received on or before the Solicited Discounted Prepayment Response Date. Holdings or the relevant Restricted Subsidiary, as applicable, shall review all such Solicited Discounted Prepayment Offers and select the largest of the Offered Discounts specified by the relevant responding Term Loan Lenders in the Solicited Discounted Prepayment Offers that is acceptable to Holdings or the relevant Restricted Subsidiary, as applicable (the “ Acceptable Discount ”), if any. If Holdings or the relevant Restricted Subsidiary, as applicable, 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 Holdings or the relevant Restricted Subsidiary, as applicable, from the Auction Agent of a copy of all Solicited Discounted Prepayment Offers (the “ Acceptance Date ”), Holdings or the relevant Restricted Subsidiary, as applicable, 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 Holdings or the relevant Restricted Subsidiary, as applicable, by the Acceptance Date, Holdings or the relevant Restricted Subsidiary, as applicable, shall be deemed to have rejected all Solicited Discounted Prepayment Offers.

(C)          Based upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by Auction Agent by the Solicited Discounted Prepayment Response Date, within three Business Days after receipt of an Acceptance and Prepayment Notice (the “ Discounted Prepayment Determination Date ”), the Auction Agent will determine (in consultation with Holdings or the relevant Restricted Subsidiary, as applicable, 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 Holdings or the relevant Restricted Subsidiary, as applicable, at the Acceptable Discount in accordance with this Section 2.12(f)(iv). If Holdings or the relevant Restricted Subsidiary, as applicable, elects to accept any Acceptable Discount, then Holdings or the relevant Restricted Subsidiary, as applicable, agrees to accept all Solicited Discounted Prepayment Offers received by Auction Agent by the Solicited Discounted Prepayment Response Date, in the order from largest Offered Discount to smallest Offered Discount, up to and including the Acceptable Discount. Each Term Loan 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 ”). Holdings or the relevant Restricted Subsidiary, as applicable, will prepay outstanding Term Loans pursuant to this subsection (iv) 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 Holdings or the relevant Restricted Subsidiary, as applicable, 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 Holdings or the relevant Restricted Subsidiary, as applicable, 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 Loan 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 Loan 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 Holdings or the relevant Restricted Subsidiary, as applicable, and Term Loan Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to Holdings or the relevant Restricted Subsidiary, as applicable, shall be due and payable by Holdings or the relevant Restricted Subsidiary, as applicable, on the Discounted Prepayment Effective Date in accordance with subsection (vi) below (subject to subsection (x) below).

(v)          In connection with any Discounted Term Loan Prepayment, Holdings, its Restricted Subsidiaries and the Term Loan 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 Holdings or its Restricted Subsidiaries, as applicable, in connection therewith.

(vi)         If any Term Loan is prepaid in accordance with paragraphs (ii) through (iv) above, Holdings or the relevant Restricted Subsidiary, as applicable, shall prepay such Term Loans on the Discounted Prepayment Effective Date. Holdings or the relevant Restricted Subsidiary, as applicable, shall make such prepayment to the Administrative Agent, for the account 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. (New York City time) 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 2.12(f) 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 share. 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 2.12(f), Holdings or the relevant Restricted Subsidiary, as applicable, 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.

(vii)        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 2.12(f), established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Canadian Borrower.

(viii)       Notwithstanding anything in any Loan Document to the contrary, for purposes of this Section 2.12(f), 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 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.

(ix)          Holdings, its Restricted Subsidiaries and the Term Loan Lenders acknowledge and agree that the Auction Agent may perform any and all of its duties under this Section 2.12(f) 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 2.12(f) as well as activities of the Auction Agent.

(x)           Holdings or the relevant Restricted Subsidiary, as applicable, 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 the applicable Specified Discount Prepayment Response Date (and if such offer is revoked pursuant to the preceding clauses, any failure by Holdings or the relevant Restricted Subsidiary, as applicable, to make any prepayment to a Lender, as applicable, pursuant to this Section 2.12(f) shall not constitute a Default or Event of Default under Section 7.01 or otherwise).

(g)

(i)            With respect to each prepayment of Revolving R-2 Facility Loans and Extended Revolving Credit Loans pursuant to this Section 2.12, the Canadian Borrower may designate (i) the Class and Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which such Loans were made and (ii) the Class of Revolving R-2 Facility Loans or Extended Revolving Credit Loans to be prepaid; provided that (x) Eurodollar Loans may be designated for prepayment pursuant to this Section 2.12 only on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required prepayment and all ABR Loans have been paid in full; (y) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans of such Class (except that any prepayment made in connection with a reduction of the Commitments of such Class pursuant to Section 2.09 shall be applied pro rata based on the amount of the reduction in the Commitments of such Class of each applicable Lender); and (z) notwithstanding the provisions of the preceding clause (y), at the option of the Canadian Borrower, no prepayment made pursuant to Section 2.12 of Revolving R-2 Facility Loans or Extended Revolving Credit Loans of any Class shall be applied to the Loans of any Defaulting Lender. In the absence of a designation by the Canadian Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in a manner that minimizes the amount of any payments required to be made by the Canadian Borrower.

(ii)           With respect to each mandatory reduction and termination of Revolving R-2 Facility Commitments (and any previously extended Extended Revolving Credit Commitments) required by either clause (i) or (ii) of the proviso to Section 2.21(b) or in connection with the incurrence of any Credit Agreement Refinancing Indebtedness incurred to Refinance any Revolving R-2 Facility Commitments and/or Extended Revolving Credit Commitments, the Canadian Borrower may designate (A) the Classes of Commitments to be reduced and terminated and (B) the corresponding Classes of Loans to be prepaid; provided that (x) any such reduction and termination shall apply proportionately and permanently to reduce the Commitments of each of the Lenders within any such Class and (y) after giving pro forma effect to such termination or reduction and to any prepayments of Loans or cancellation or cash collateralization of letters of credit made on the date of each such reduction and termination in accordance with this Agreement, the aggregate amount of such Lenders’ credit exposures shall not exceed the remaining Commitments of such Lenders’ in respect of the Class reduced and terminated. In connection with any such termination or reduction, to the extent necessary, the participations hereunder in outstanding Letters of Credit and Swingline Loans may be required to be reallocated and related loans outstanding prepaid and then reborrowed, in each case in the manner contemplated by Section 2.21(f)(ii) (as modified to account for a termination or reduction, as opposed to an increase, of such Commitment).

(h)           Notwithstanding any other provisions of this Section 2.12, (i) to the extent that any of or all the Net Cash Proceeds of any asset sale by a Non-Subsidiary Loan Party giving rise to an Asset Sale Event (a “ Non-Loan Party Asset Sale ”), the Net Cash Proceeds of any Casualty Event from a Non-Subsidiary Loan Party (a “ Non-Loan Party Casualty Event ”) or Excess Cash Flow, are prohibited, delayed or restricted by applicable local law, rule or regulation from being repatriated to the United States or from being distributed to a Loan Party, an amount equal to the portion of such Net Cash 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 2.12 so long, but only so long, as the applicable local law, rule or regulation will not permit repatriation to the United States or distribution to a Loan Party (the Canadian Borrower hereby agreeing to cause the applicable Non-Subsidiary Loan Party to promptly take all commercially reasonable actions required by the applicable local law, rule or regulation to permit such repatriation or distribution), and once such repatriation or distribution of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, rule or regulation, such repatriation or distribution will be immediately effected and an amount equal to such repatriated or distributed Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation or distribution) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans (and, if applicable, such other Indebtedness as is contemplated by this Section 2.12) pursuant to this Section 2.12 and (ii) to the extent that the Canadian Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Non-Subsidiary Loan Party Asset Sale, any Non-Loan Party Casualty Event or Excess Cash Flow would have a material adverse tax cost consequence with respect to such Net Cash Proceeds or Excess Cash Flow (but only for so long as such material adverse tax cost consequence exists), the Net Cash 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 2.12; provided that, in the case of this clause (ii), on or before the date on which an amount equal to any Net Cash Proceeds from any Non-Loan Party Asset Sale or Non-Loan Party Casualty Event so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to Section 2.12(c) (or, in the case of Excess Cash Flow, a date on or before the date that is six months after the date such Excess Cash Flow would have been so required to be applied to prepayments pursuant to Section 2.12(d) unless previously repatriated in which case such repatriated Excess Cash Flow shall have been promptly applied to the repayment of the Term Loans pursuant to Section 2.12(d)), (x) the Canadian Borrower applies an amount equal to such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Canadian Borrower rather than such Non-Subsidiary Loan Party, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Non-Subsidiary Loan Party) or (y) such Net Cash Proceeds or Excess Cash Flow are applied to the repayment of Indebtedness of a Non-Subsidiary Loan Party.

Section 2.13      Fees .

(a)           The Canadian Borrower agrees to pay to each Revolving R-2 Facility Lender (other than any Defaulting Lender), through the Administrative Agent, five Business Days after the last day of March, June, September and December in each year, and three Business Days after the date on which the Revolving R-2 Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “ Revolving R-2 Facility Commitment Fee ”) in Dollars on the daily amount of the Available Revolving Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Amendment No. 2 Effective Date or ending with the date on which the last of the Revolving R-2 Facility Commitment of such Lender shall be terminated) at a rate per annum equal to the Commitment Fee Rate in effect on such day. All Revolving R-2 Facility Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 365 days. For the purpose of calculating any Lender’s Revolving R-2 Facility Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Revolving R-2 Facility Commitment Fee is calculated shall be deemed to be zero. The Revolving R-2 Facility Commitment Fee due to each Lender shall commence to accrue on the Amendment No. 2 Effective Date and shall cease to accrue on the date on which the last of the Revolving R-2 Facility Commitments of such Lender shall be terminated as provided herein.

(b)           The Canadian Borrower agrees to pay from time to time (i) to each Revolving R-2 Facility Lender (other than any Defaulting Lender), through the Administrative Agent, ten Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving R-2 Facility Commitments of all the Lenders shall be terminated as provided herein, a fee (an “ L/C Participation Fee ”) in Dollars on such Lender’s Revolving R-2 Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the Amendment No. 2 Effective Date or ending with the date on which the Revolving R-2 Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for BA Borrowings effective for each day in such period, and (ii) to each L/C Issuer, for its own account, (x) 10 Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving R-2 Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in Dollars in respect of each Letter of Credit issued by such L/C Issuer for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 0.125% (or such other amount as may be agreed upon between the Canadian Borrower and any such L/C Issuer) per annum of the daily stated amount (or, if applicable, the Dollar Equivalent) of such Letter of Credit) (with the minimum annual fronting fee for each Letter of Credit to be not less than $500) plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such L/C Issuer’s customary documentary and processing charges (collectively, “ L/C Issuer Fees ”). All L/C Participation Fees and L/C Issuer Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

(c)           The Canadian Borrower agrees to pay to the Administrative Agent, for the accounts of each Lender making a BA Loan, on the date of such Loan, a fee, in Canadian Dollars, calculated by multiplying the face amount of each BA (or, if applicable, the principal amount of each BA Equivalent Loan before discounting) comprising the BA Loan by the product of (i) the Applicable Margin for such BA Loan and (ii) a fraction, the numerator of which is the number of days in the BA Contract Period applicable to such BA (or BA Equivalent Loan) and the denominator of which is 365 or 366, as applicable (“ Acceptance Fees ”).

(d)           [Reserved].

(e)           The Canadian Borrower agrees to pay to the Administrative Agent, for its own account, the fees set forth in the Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “ Agent Fees ”).

(f)            All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that L/C Issuer Fees shall be paid directly to the applicable L/C Issuer. Once paid, none of the Fees shall be refundable under any circumstances.

Section 2.14       Interest .

(a)           The Loans comprising each ABR Borrowing (including each Swingline Loan and excluding each BA Loan) shall bear interest at the Alternate Base Rate plus the Applicable Margin.

(b)           The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.

(c)           Notwithstanding the foregoing, if any principal of or interest on any Loan or any Fees or other amount payable by the Canadian Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue principal amount shall bear interest, and each such other overdue amount shall, to the extent permitted by law, bear interest, in each case after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.14 (except, in the case of BA Loans, in which case such overdue principal shall bear interest at the rate of 2% plus the Applicable Margin for BA Loans) or (ii) in the case of any other amount, 2% plus the rate applicable to Revolving R-2 Facility Loans that are ABR Revolving Loans as provided in paragraph (a) of this Section 2.14.

(d)           Accrued interest on each Loan shall be payable in arrears (i) on each Interest Payment Date for such Loan, (ii) in the case of Revolving R-2 Facility Loans, upon termination of the Revolving R-2 Facility Commitments and (iii) in the case of Term B- 3 4 Loans, on the Term B- 3 4 Loan Maturity Date; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.14 shall be payable on demand, (ii) in the event of any prepayment of any Loan (other than a prepayment of an ABR Revolving Loan or Swingline Loan prior to the end of the Revolving Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan or prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e)           All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, BA Discount Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be prima facie evidence thereof.

(f)            Criminal Interest Rate/Interest Act (Canada) .

(i)            For purposes of the Interest Act (Canada), whenever any interest or fee is calculated on the basis of a period of time other than a year of 365 or 366 days, as applicable, the annual rate to which each rate utilized pursuant to such calculation is equivalent is such rate so utilized multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by the number of days used in such calculation. For the purposes of the Interest Act (Canada), the principle of deemed reinvestment of interest will not apply to any interest calculation under the Loan Documents, and the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

(ii)           If any provision of this Agreement or any of the other Loan Documents would obligate the Canadian Borrower to make any payment of interest or other amount payable to any Lender under any Loan Documents in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender of interest at a criminal rate (as construed under the Criminal Code (Canada)), then notwithstanding that provision, that amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or result in a receipt by that Lender of interest at a criminal rate, the adjustment to be effected, to the extent necessary, (A) first , by reducing the amount or rate of interest required to be paid to the affected Lender under this Section 2.14 and the amount of discount applicable to BA Loans made under this Agreement and (B) thereafter , by reducing any fees, commissions, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of Section 347 of the Criminal Code (Canada).

(iii)          Notwithstanding clause (ii) above, and after giving effect to all adjustments contemplated thereby, if any Lender shall have received an amount in excess of the maximum permitted by the Criminal Code (Canada), then the Canadian Borrower shall be entitled, by notice in writing to the affected Lender, to obtain reimbursement from that Lender in an amount equal to the excess, and pending reimbursement, the amount of the excess shall be deemed to be an amount payable by that Lender to the Canadian Borrower.

(iv)          Any amount or rate of interest referred to in this Section 2.14(f) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term of this Agreement on the assumption that any charges, fees or expenses that fall within the meaning of interest (as defined in the Criminal Code (Canada)) shall be prorated over that period of time and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent shall be conclusive for the purposes of that determination.

Section 2.15       Alternate Rate of Interest . If prior to the commencement of any Interest Period for a Eurodollar Borrowing denominated in any currency:

(a)           the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the LIBO Rate or BA Discount Rate, as applicable, for such Interest Period; or

(b)           the Administrative Agent is advised by the Majority Lenders under a Facility that the Adjusted LIBO Rate, the LIBO Rate or BA Discount Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Canadian Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Canadian Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing or BA Borrowing denominated in such currency shall be ineffective and such Borrowing shall be converted to or continued as on the last day of the Interest Period applicable thereto to an ABR Borrowing.

Section 2.16      Increased Costs .

(a)           If any Change in Law shall:

(i)            impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or L/C Issuer;

(ii)           subject any Lender or L/C Issuer to any Tax (other than (A) Indemnified Taxes or Other Taxes indemnifiable under Section 2.18 or (B) Excluded Taxes;

(iii)          impose on any Lender or L/C Issuer or the London interbank market any other condition affecting this Agreement or Eurodollar Loans or BA Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or BA Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or L/C Issuer of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or L/C Issuer hereunder (whether of principal, interest or otherwise), in each case determined to be material by such Lender, then the Canadian Borrower will pay to such Lender or L/C Issuer, as applicable, such additional amount or amounts as will compensate such Lender or L/C Issuer, as applicable, for such additional costs incurred or reduction suffered.

(b)           If any Lender or L/C Issuer determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or L/C Issuer’s capital or on the capital of such Lender’s or L/C Issuer’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such L/C Issuer, to a level below that which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such L/C Issuer’s policies and the policies of such Lender’s or such L/C Issuer’s holding company with respect to capital adequacy) and determined to be material by such Lender, then from time to time the Canadian Borrower shall pay to such Lender or such L/C Issuer, as applicable, such additional amount or amounts as will compensate such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company for any such reduction suffered.

(c)           A certificate of a Lender or a L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or L/C Issuer or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section (as well as reasonably detailed calculations thereof) shall be delivered to the Canadian Borrower and shall be prima facie evidence of the amounts thereof. The applicable Borrower shall pay such Lender or L/C Issuer, as applicable, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d)           Promptly after any Lender or any L/C Issuer has determined that it will make a request for increased compensation pursuant to this Section 2.16, such Lender or L/C Issuer shall notify the Canadian Borrower thereof. Failure or delay on the part of any Lender or L/C Issuer to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or L/C Issuer’s right to demand such compensation; provided that the Canadian Borrower shall not be required to compensate a Lender or a L/C Issuer pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or L/C Issuer, as applicable, notifies the Canadian Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor; provided , further , that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(e)           Notwithstanding the foregoing, no Lender or L/C Issuer shall be entitled to seek compensation under this Section 2.16 based on the occurrence of a Change in Law unless such Lender or L/C Issuer is generally seeking compensation from other borrowers in the U.S. leveraged loan market with respect to its similarly affected commitments, loans and/or participations under agreements with such borrowers having provisions similar to this Section 2.16.

Section 2.17      Break Funding Payments . In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurodollar Loan or BA Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Canadian Borrower pursuant to Section 2.20, then, in any such event, the Canadian Borrower shall compensate each Lender for the loss, cost and expense (but exclusive of lost profit or margin) attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to be the amount reasonably determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue a Eurodollar Loan, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in Euros of a comparable amount and period from other banks in the Eurodollar market. In the case of any BA Loan, such loss, cost or expense to any Lender shall be deemed to be the amount reasonably determined by such Lender to be the excess, if any, of (i) in the case of an event described in clause (c) above, the face amount of the BAs accepted and purchased by such Lender (or, if applicable, the principal amount of the BA Equivalent Loan made) for the purpose of such BA Loan minus the Discount Proceeds of such BAs (or BA Equivalent Loan) and (ii) in the case of an event described in clause (d) above, the face amount of such BAs (or, if applicable, the principal amount of such BA Equivalent Loan) minus amounts received as a result of such assignment, over the amount of interest that would accrue on such principal amount for such period at the interest rate such Lender would bid were it to bid at the commencement of such period for deposits in Canadian Dollars of a comparable amount and period from other banks in the Canadian interbank market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Canadian Borrower and shall be prima facie evidence of the amounts thereof. The Canadian Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Section 2.18      Taxes .

(a)           Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear of and without deduction for any Taxes except as required by applicable law; provided that if any applicable withholding agent shall be required by applicable law to deduct any Taxes from such payments, then (i) if such Taxes are Indemnified Taxes, the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.18) in respect of such Indemnified Taxes, any Lender (or, in the case of any amount received by any Agent for its account, such Agent), receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b)           In addition, the Loan Parties shall pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c)           Each Loan Party shall indemnify the Agents and each Lender, within 20 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by such Agent or Lender, as applicable, on or with respect to any payment by or on account of any obligation of such Loan Party hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability (accompanied by official receipts, if available, of the relevant Governmental Authority evidencing payment of Indemnified Taxes or Other Taxes by Lender, Agents or the L/C Issuer), delivered to the applicable Loan Party by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d)           As soon as reasonably practicable after any payment of Indemnified Taxes or Other Taxes by a Loan Party to a Governmental Authority, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, if any, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)

(i)            Any Lender that is entitled to an exemption from or reduction of withholding Tax under the law of the jurisdiction in which a Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under any Loan Document shall deliver to such Borrower (with a copy to the Administrative Agent) such properly completed and executed documentation prescribed by applicable law (including Canadian Forms NR301, NR302 or NR303, as applicable) and at such times as may reasonably be requested by such Borrower, in either case to permit such payments to be made without such withholding tax or at a reduced rate; provided that no Lender shall have any obligation under this paragraph (e) with respect to any withholding Tax imposed by any jurisdiction other than the United States or Canada if in the reasonable judgment of such Lender such compliance would subject such Lender to any material unreimbursed cost or expense or to the extent it would otherwise be disadvantageous to such Lender in any material respect as determined in good faith by the Canadian Borrower. Each Lender agrees that if any documentation it previously delivered pursuant to this Section 2.18(e) expires or becomes obsolete or inaccurate in any respect, it shall promptly update such documentation or promptly notify the applicable Borrower and the Administrative Agent in writing of its legal ineligibility to do so.

(ii)           Without limiting the foregoing:

(A)         Each Lender that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the U.S. Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding tax.

(B)          Each Lender that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the U.S. Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), two properly completed and duly signed original copies of the applicable Internal Revenue Service Form W-8 certifying as to such Lender’s non-U.S. status.

(C)          If a payment made to a Lender under this Agreement 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, such Lender shall deliver to the U.S. Borrower and the Administrative Agent, at the times or times prescribed by law and at such time or times reasonably requested by the Canadian Borrower, such properly completed and executed documentation prescribed by applicable law and such additional documentation reasonably requested by the U.S. Borrower as may be necessary for the U.S. Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such Lender’s obligation under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment.

(iii)          Notwithstanding anything to the contrary, no Lender shall be required to deliver any documentation pursuant to this Section 2.18(e) that it is not legally eligible to deliver.

(iv)          Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation provided by such Lender pursuant to this Section 2.18(e).

(f)            If an Agent or a Lender determines, in good faith and in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which such Loan Party has paid additional amounts pursuant to this Section 2.18, it shall promptly pay over such refund to such Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 2.18 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of such Agent or such Lender (including any Taxes imposed with respect to such refund) as is determined by the Agent or Lender in good faith and in its sole discretion and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that such Loan Party, upon the request of such Agent or such Lender, agrees to repay as soon as reasonably practicable the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Agent or such Lender in the event such Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.18(f), in no event will any Agent or Lender be required to pay any amount to any Loan Party pursuant to this Section 2.18(f) the payment of which would place such Agent or Lender in a less favorable net after-Tax position than it 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 2.18(f) shall not be construed to require any Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Loan Parties or any other Person.

(g)           Solely for purposes of FATCA, from and after the Amendment No. 2 Effective Date, the Borrowers and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement and the Loans as not qualifying as “grandfathered obligations” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

(h)           For the avoidance of doubt, the term “Lender,” for purposes of this Section 2.18, shall include any Swingline Lender and any L/C Issuer.

Section 2.19      Payments Generally; Pro Rata Treatment; Sharing of Payments .

(a)           Payments by the Canadian Borrower . Except as otherwise provided in this Agreement, each payment of principal of and interest on Loans, discount and BA Acceptance Fees in respect of any BA Loan, L/C Obligations and fees hereunder (other than fees payable directly to the L/C Issuers) shall be paid not later than 2:00 P.M. on the date when due, in Federal or other funds immediately available to the Administrative Agent at the account designated by it by notice to the Canadian Borrower. Each such payment shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff and irrespective of any claim or defense to payment which might in the absence of this provision be asserted by the Canadian Borrower or any Affiliate against the any Agent or any Lender. All prepayments and repayments of Loans made pursuant to this Section 2.19(a) shall be made in the currency in which such Loan is denominated. Payments received after 2:00 P.M. shall be deemed to have been received on the next Business Day, and any applicable interest or fee shall continue to accrue. Except for payments and other amounts received by the Administrative Agent and applied in accordance with the provisions of paragraph (c) below or required by a provision hereof to be applied in a specified manner, the Canadian Borrower shall, at the time it makes any payments under this Agreement, specify to the Administrative Agent the Loan, Letters of Credit, fees or other amounts payable by the Canadian Borrower hereunder to which such payment is to be applied (and if it fails to specify or if such application would be inconsistent with the terms hereof, the Administrative Agent shall, subject to paragraph (c) below, to Section 2.11, to Section 2.12 and to Section 2.19(e), distribute such payment to the Lenders in such manner as the Administrative Agent may deem reasonably appropriate). The Administrative Agent may in its sole discretion, distribute such payments to the applicable Lenders on the date of receipt thereof, if such payment is received prior to 2:00 P.M.; otherwise the Administrative Agent may, in its sole discretion, distribute such payment to the applicable Lenders on the date of receipt thereof or on the immediately succeeding Business Day. Whenever any payment hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless (in the case of Eurodollar Loans) such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of Law or otherwise, interest thereon shall be payable for such extended time. Other than with respect to Swingline Loans, the Canadian Borrower hereby authorizes and directs the Administrative Agent to debit any account maintained by the Canadian Borrower with the Administrative Agent to pay when due any amounts required to be paid from time to time under this Agreement.

(b)           Distributions by the Administrative Agent . Unless the Administrative Agent shall have received notice (which may be by telephone if promptly confirmed in writing) from the Canadian Borrower prior to the date on which any payment is due to the Lenders hereunder that the Canadian Borrower will not make such payment in full, the Administrative Agent may assume that the Canadian Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Canadian Borrower shall not have so made such payment, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

(c)           Pro Rata Treatment of Loans . Except as otherwise set forth in this Agreement, each Borrowing, each payment or prepayment of principal of or interest on any Loan, each payment of fees (other than the L/C Issuer Fees retained by a L/C Issuer for its own account and the administrative fees retained by the Agents for their own account), each reduction of the Revolving R-2 Committed Amount and each conversion or continuation of any Loan, shall be allocated pro rata among the relevant Lenders in accordance with the respective Revolving R-2 Commitment Percentages, or with respect to Term Loans, according to the respective outstanding principal amounts of the applicable Term Loans then held by the applicable Term Loan Lenders, as applicable, of such Lenders (or, if the Commitments of such Lenders have expired or been terminated, in accordance with the respective principal amounts of the outstanding Loans of the applicable Class and Participation Interests of such Lenders); provided that, in the event any amount paid to any Lender pursuant to this subsection (c) is rescinded or must otherwise be returned by the Administrative Agent, each Lender shall, upon the request of the Administrative Agent, repay to the Administrative Agent the amount so paid to such Lender, with interest for the period commencing on the date such payment is returned by the Administrative Agent until the date the Administrative Agent receives such repayment at a rate per annum equal to, during the period to but excluding the date two Business Days after such request, the Federal Funds Rate, and thereafter, the Alternate Base Rate plus 2.00% per annum.

(d)           Pro Rata Treatment of Letters of Credit . Except as otherwise set forth in this Agreement, each payment of L/C Obligations shall be allocated to each Revolving R-2 Facility Lender pro rata in accordance with its Revolving R-2 Commitment Percentage; provided that, if any Revolving R-2 Facility Lender shall have failed to pay its applicable pro rata share of any L/C Disbursement as required under Section 2.05(e)(iv) or (vi), then any amount to which such Revolving R-2 Facility Lender would otherwise be entitled pursuant to this subsection (e) shall instead be payable to the L/C Issuer.

(e)           Sharing of Payments . The Lenders agree among themselves that, except as otherwise set forth in this Agreement, if any Lender shall obtain payment in respect of any Loan, unreimbursed L/C Disbursements or any other obligation owing to such Lender under this Agreement through the exercise of a right of setoff, banker’s lien or counterclaim, or pursuant to a secured claim under Section 506 of the U.S. Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Debtor Relief Laws or otherwise, or by any other means, in excess of the share of such payment to which it was entitled as provided for in this Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans, unreimbursed L/C Disbursements and other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all Lenders entitled to receive such amounts share such payment in accordance with their respective ratable shares as provided for in this Agreement; provided that nothing in this subsection (e) shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have for payment of indebtedness of the Borrowers other than its indebtedness hereunder. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Canadian Borrower agrees that any Lender so purchasing such a participation may, to the fullest extent permitted by Law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, L/C Obligation or other obligation 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 subsection (e) and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 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 Loan, L/C Obligation or other obligation purchased to the same extent as though the purchasing Lender were the original owner of the obligations purchased. If under any applicable Debtor Relief Law, any Lender receives a secured claim in lieu of a setoff to which this subsection (e) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this subsection (e) to share in the benefits of any recovery on such secured claim.

Section 2.20      Mitigation Obligations; Replacement of Lenders .

(a)           If any Lender requests compensation under Section 2.16, or if a Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the sole good faith judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.16 or 2.18, as applicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in any material respect. Each Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)           If any Lender requests compensation under Section 2.16, or if a Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18, or is a Defaulting Lender, then such Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or such Borrower (in the case of all other amounts) and (ii) in the case of any such assignment resulting from a claim for compensation under Section 2.16 or payments required to be made pursuant to Section 2.18, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.20 shall be deemed to prejudice any rights that any Borrower may have against any Lender that is a Defaulting Lender.

(c)           If any Lender (such Lender, a “ Non-Consenting Lender ”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.08 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then provided no Event of Default then exists, the Canadian Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans, and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent; provided that (a) all Obligations of Borrowers owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, and (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment the Canadian Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.04.

(d)           Notwithstanding anything herein to the contrary, each party hereto agrees that any assignment pursuant to the terms of this Section 2.20 may be effected pursuant to an Assignment and Acceptance executed by the Canadian Borrower, the Administrative Agent and the assignee and that the Lender making such assignment need not be a party thereto.

Section 2.21      Incremental Facilities .

(a)           The Canadian Borrower may at any time or from time to time after the Amendment No. 2 Effective Date, by written notice delivered to the Administrative Agent request (i) one or more additional Classes of term loans or additional term loans of the same Class of any existing Class of term loans denominated in Dollars or Canadian Dollars (the “ Incremental Term Loans ”) and (ii) one or more increases in the amount of the Revolving R-2 Facility Commitments of any Class (each such increase, an “ Incremental Revolving Credit Commitment Increase, ” and together with the Incremental Term Loans the “ Incremental Facilities ” and the commitments in respect thereof are referred to as the “ Incremental Commitments ”); provided that, subject to Section 1.06, at the time that any such Incremental Term Loan or Incremental Revolving Credit Commitment Increase is made or effected (and after giving pro forma effect thereto), except as set forth in the proviso to clause (b) below, no Event of Default (or, in the case of the incurrence or provision of any Incremental Facility in connection with an acquisition, no Event of Default under Sections 7.01(b), (c), (h) or (i)) shall have occurred and be continuing.

(b)       Each tranche of Incremental Term Loans and each Incremental Revolving Credit Commitment Increase shall be in an aggregate principal amount that is not less than $5.0 million (or CAD5.0 million if denominated in Canadian Dollars) (it being understood that such amount may be less than $5.0 million (or CAD5.0 million if denominated in Canadian Dollars) if such amount represents all remaining availability under the limit set forth below) (and in minimum increments of $1.0 million (or CAD1.0 million if denominated in Canadian Dollars) in excess thereof), and, subject to the proviso at the end of this Section 2.21(b), the aggregate amount of the Incremental Term Loans and Incremental Revolving Credit Commitment Increases (after giving pro forma effect thereto and the use of the proceeds thereof) incurred pursuant to this Section 2.21(b) shall not exceed, as of the date of incurrence of such Indebtedness or commitments, an aggregate amount of Indebtedness, such that, subject to Section 1.06, after giving pro forma effect to such incurrence (and after giving pro forma effect to any Specified Transaction to be consummated in connection therewith and assuming that all Incremental Revolving Credit Commitment Increases then outstanding were fully drawn), Holdings would be in compliance with a First Lien Leverage Ratio as of the last day of the Test Period most recently ended on or prior to the incurrence of any such Incremental Facility, calculated on a pro forma basis, as if such incurrence (and transactions) had occurred on the first day of such Test Period, that is no greater than 3.50:1.00 (this clause, the “ Incremental Limit ”); provided that (i) Incremental Term Loans may be incurred without regard to the Incremental Limit, without regard to whether an Event of Default has occurred and is continuing and, without regard to the minimums set forth in the first part of this Section 2.21(b), to the extent that the Net Cash Proceeds from such Incremental Term Loans on the date of incurrence of such Incremental Term Loans (or substantially concurrently therewith) are used to either (x) prepay Term Loans and related amounts in accordance with the procedures set forth in Section 2.12 or (y) permanently reduce or replace the Revolving R-2 Facility Commitments or Extended Revolving Credit Commitments in accordance with the procedures set forth in Section 2.09 (and any such Incremental Term Loans shall be deemed to have been incurred pursuant to this proviso) and (ii) on or prior to the date that is 60 days after the occurrence of a Permitted Change of Control, Incremental Revolving Credit Commitment Increases may be incurred without regard to the Incremental Limit, without regard to whether an Event of Default has occurred and is continuing and without regard to the minimums set forth in the first part of this Section 2.21(b) in an aggregate amount pursuant to this clause (ii) equal to the aggregate amount of Permitted Change of Control Terminated Commitments that were terminated in connection with such Permitted Change of Control.

(c)

(i)            The Incremental Term Loans (A) shall rank equal in right of payment and security with the Term B- 3 4 Loans, shall be secured only by all or a portion of the Collateral securing the Secured Obligations and, if guaranteed, shall only be guaranteed by the Loan Parties, (B) shall not mature earlier than the Term B- 3 4 Loan Maturity Date, (C) shall not have a shorter Weighted Average Life to Maturity than the remaining Term B- 3 4 Loans ( provided that up to $150.0 million of Incremental Term Loans, less the amount, if any, of Indebtedness secured by Liens incurred pursuant to the exception set forth in the last proviso of Section 6.02(i), may have a shorter Weighted Average Life to Maturity than the then-outstanding Term B- 3 4 Loans; provided , further , that any Incremental Term Loans incurred solely for the purpose of funding export-import bank financings (“ Export Financing ”) may have a shorter Weighted Average Life to Maturity than the then outstanding Term B- 3 4 Loans), (D) shall have a maturity date (other than with respect to the Incremental Term Loans described in the provisos to clause (C)), an amortization schedule (subject to clause (C)), and interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums for the Incremental Term Loans as determined by the Canadian Borrower and the lenders of the Incremental Term Loans; provided that in the event that the Effective Yield for any Incremental Term Loans (other than Incremental Term Loans incurred pursuant to the proviso of Section 2.21(b)), is greater than the Effective Yield for the Term B- 3 4 Loans by more than 0.50%, then the Applicable Margins for the Term B- 3 4 Loans shall be increased to the extent necessary so that the Effective Yield for the Term B- 3 4 Loans are equal to the Effective Yield for the Incremental Term Loans minus 0.50%; provided , further , that, with respect to any Incremental Term Loans that do not bear interest at a rate determined by reference to the Adjusted LIBO Rate, for purposes of calculating the applicable increase (if any) in the Applicable Margins for the Term B- 3 4 Loans in the immediately preceding proviso, the Applicable Margin for such Incremental Term Loans shall be deemed to be the interest rate (calculated after giving pro forma effect to any increases required pursuant to the immediately succeeding proviso) of such Incremental Term Loans less the then applicable Reference Rate; and (E) may otherwise have terms and conditions different from those of the Term B- 3 4 Loans; provided that (x) except with respect to matters contemplated by clauses (B), (C) and (D) above, any differences shall be reasonably satisfactory to the Administrative Agent (except for covenants and other provisions applicable only to the periods after the Final Maturity Date) and (y) the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility.

(ii)           The Incremental Revolving Credit Commitment Increase shall be treated the same as the Class of Revolving R-2 Facility Commitments being increased (including with respect to maturity date thereof) and shall be considered to be part of the Class of the Revolving R-2 Facility being increased (it being understood that, if required to consummate an Incremental Revolving Credit Commitment Increase, the interest rate margins, rate floors and undrawn commitment fees on the Class of Revolving R-2 Facility Commitments being increased may be increased and additional upfront or similar fees may be payable to the lenders participating in the Incremental Revolving Credit Commitment Increase (without any requirement to pay such fees to any existing Revolving R-2 Facility Lenders)).

(d)           Each notice from the Canadian Borrower pursuant to this Section 2.21 shall be given in writing and shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Credit Commitment Increases. Incremental Term Loans may be made, and Incremental Revolving Credit Commitment Increases may be provided, subject to the prior written consent of the Canadian Borrower (not to be unreasonably withheld or delayed), by any existing Lender (it being understood that no existing Lender with an Term B- 3 4 Loan Commitment will have an obligation to make a portion of any Incremental Term Loan, no existing Lender with a Revolving R-2 Facility Commitment will have any obligation to provide a portion of any Incremental Revolving Credit Commitment Increase and no existing Lender with a Revolving R-2 Facility Commitment will have an obligation to provide a portion of any Replacement Revolving Credit Commitment) or by any other bank, financial institution, other institutional lender or other investor (any such other bank, financial institution or other investor being called an “ Additional Lender ”); provided that the Administrative Agent 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 Incremental Revolving Credit Commitment Increases if such consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable, to such Lender or Additional Lender; provided , further , that, solely with respect to any Incremental Revolving Credit Commitment Increases, the Swingline Lender and the L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s providing such Incremental Revolving Credit Commitment Increases if such consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable, to such Lender or Additional Lender.

(e)           Commitments in respect of Incremental Term Loans, Incremental Revolving Credit Commitment Increases shall become Commitments (or in the case of an Incremental Revolving Credit Commitment Increase to be provided by an existing Lender with a Revolving R-2 Facility Commitment, an increase in such Lender’s applicable Revolving R-2 Facility Commitment) under this Agreement pursuant to an amendment (an “ Incremental Agreement ”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Canadian Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Agreement may, subject to Section 2.21(c), without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Canadian Borrower, to effect the provisions of this Section (including (i) in connection with an Incremental Revolving Credit Commitment Increase, to reallocate Revolving R-2 Facility Credit Exposure on a pro rata basis among the relevant Revolving R-2 Facility Lenders, (ii) to increase the Effective Yield of the applicable Class of Term Loans to the extent necessary in order to ensure that any applicable Class of Incremental Term Loans are “fungible” with such existing Class of Term Loans and/or (iii) to add or extend “soft call” or add or extend any other “call protection”, in either case for the benefit of any existing Class of Term Loans. The effectiveness of any Incremental Agreement and the occurrence of any Credit Event pursuant to such Incremental Agreement shall be subject to the satisfaction of such conditions as the parties thereto shall agree. The Canadian Borrower will use the proceeds of the Incremental Term Loans, Incremental Revolving Credit Commitment Increases for any purpose not prohibited by this Agreement; provided , however , that the proceeds of any Incremental Term Loans incurred as described in the proviso to Section 2.21(b), shall be used in accordance with the terms thereof.

(f)

(i)            No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitment Increases unless it so agrees, and the Canadian Borrower shall not be obligated to offer any existing Lender the opportunity to provide any Incremental Term Loans or Incremental Revolving Credit Commitment Increases.

(ii)           Upon each increase in the Revolving R-2 Facility Commitments of any Class pursuant to this Section, each Lender with a Revolving R-2 Facility Commitment of such Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Incremental Revolving Credit Commitment Increase (each, an “ Incremental Revolving Credit Commitment Increase Lender ”) in respect of such increase, and each such Incremental Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving pro forma effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Lender with a Revolving R-2 Facility Commitment of such Class (including each such Incremental Revolving Credit Commitment Increase Lender) will equal the percentage of the aggregate Revolving R-2 Facility Commitments of such Class of all Lenders represented by such Lender’s Revolving R-2 Facility Commitment of such Class. If, on the date of such increase, there are any Revolving R-2 Facility Loans of such Class outstanding, such Revolving R-2 Facility Loans shall on or prior to the effectiveness of such Incremental Revolving Credit Commitment Increase be prepaid from the proceeds of additional Revolving R-2 Facility Loans made hereunder (reflecting such increase in Revolving R-2 Facility Commitments of such Class), which prepayment shall be accompanied by accrued interest on the Revolving R-2 Facility Loans of such Class being prepaid and any costs incurred by any Lender in accordance with Section 2.17. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(g)           This Section 2.21 shall supersede any provisions in Section 2.19 or 9.08 to the contrary. For the avoidance of doubt, any provisions of this Section 2.21 may be amended with the consent of the Required Lenders; provided no such amendment shall require any Lender to provide any Incremental Commitment without such Lender’s consent.

Section 2.22      Illegality . If any Lender reasonably determines that any change in law has made it unlawful, or that any Governmental Authority has asserted after the Amendment No. 2 Effective Date that it is unlawful, for any Lender or its Applicable Lending Office to make or maintain any Eurodollar Loans or BA Loans, then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, any obligations of such Lender to make or continue Eurodollar Loans or BA Loans or to convert ABR Borrowings to Eurodollar Borrowings (if such ABR Borrowings are denominated in Dollars) or BA Loans (if such ABR Borrowings are denominated in Canadian Dollars), as applicable, shall be suspended until such Lender notifies the Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the applicable Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), either (i) for Loans denominated in Canadian Dollars (A) convert all BA Loans of such Lender to ABR Borrowings denominated in Canadian Dollars, either on the last day of the Interest Period therefor, if such Lender may lawfully maintain such BA Borrowings to such day, or immediately, prepay such BA Borrowing in the manner provided for in Section 2.06(i), if such Lender may not lawfully continue to maintain such Loans as BA Borrowing, or (ii) for Loans denominated in Dollars, convert all Eurodollar Borrowings of such Lender to ABR Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion, such Borrower shall also pay accrued interest on the amount so prepaid or converted.

Section 2.23      Defaulting Lenders .

(a)           Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(i)            Revolving R-2 Facility Commitment Fees shall cease to accrue on the Commitment of such Defaulting Lender pursuant to Section 2.13(a);

(ii)           the Commitment of and the Revolving R-2 Facility Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders or any other requisite Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.08); provided that (i) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender and (ii) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender;

(iii)          if any Swingline Exposure or Letter of Credit Exposure exists at the time a Lender becomes a Defaulting Lender, then (v) all or any part of such Letter of Credit Exposure of such Defaulting Lender and such Swingline Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving R-2 Commitment Percentages; provided that (A) each Non-Defaulting Lender’s Letter of Credit Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim any Borrower, the Administrative Agent, the L/C Issuer, the Swingline Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender, (w) to the extent that all or any portion of the Defaulting Lender’s Letter of Credit Exposure and Swingline Exposure cannot, or can only partially, be so reallocated to Non-Defaulting Lenders, whether by reason of the first proviso in Section 2.23(a)(iii)(v) above or otherwise, the Canadian Borrower shall within two Business Days for Term Loans, and for Revolving R-2 Facility Loans that are Eurodollar Loans, three Business Days, following notice by the Administrative Agent (I) first , prepay such Swingline Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) and (II) second , Cash Collateralize such Defaulting Lender’s Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (i) above), in accordance with the procedures set forth in Section 2.05 for so long as such Letter of Credit Exposure is outstanding, (iii) if the Canadian Borrower Cash Collateralizes any portion of such Defaulting Lender’s Letter of Credit Exposure pursuant to the requirements of this Section 2.23(a)(iii), the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.13(b) with respect to such Defaulting Lender’s Letter of Credit Exposure during the period such Defaulting Lender’s Letter of Credit Exposure is cash collateralized, (iv) if the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to the requirements of this Section 2.23(a)(iii), then the fees payable to the Lenders pursuant to Sections 2.13(a) and (b) shall be adjusted to give effect to such reallocation and the Borrowers shall not be required to pay any fees to the Defaulting Lender pursuant to Section 2.13(b) with respect to such Defaulting Lender’s Letter of Credit Exposure during the period that such Defaulting Lender’s Letter of Credit Exposure is reallocated, or (v) if any Defaulting Lender’s Letter of Credit Exposure is neither cash collateralized nor reallocated pursuant to the requirements of this Section 2.23(a)(iii), then, without prejudice to any rights or remedies of the L/C Issuer or any Lender hereunder, all fees payable under Section 2.13(b) with respect to such Defaulting Lender’s Letter of Credit Exposure shall be payable to the L/C Issuer until such Letter of Credit Exposure is cash collateralized and/or reallocated;

(iv)          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 VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.06), 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 , in the case of a Revolving R-2 Facility Lender, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to each L/C Issuer and the Swingline Lender hereunder; third , as the Canadian Borrower may request (so long as no Default or Event of Default exists), 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; fourth , in the case of a Revolving R-2 Facility Lender, if so determined by the Administrative Agent and the Canadian Borrower, to be held in a non-interest bearing deposit account and released in order (x) to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement and (y) if such Defaulting Lender is a Revolving R-2 Facility Lender, to Cash Collateralize its pro rata share of any L/C Issuer’s future Letter of Credit Exposure with respect to such Defaulting Lender for future Letters of Credit issued under this Agreement; fifth , to the payment of any amounts owing to the Lenders, the L/C Issuers or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, such L/C Issuer or the Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; sixth , so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and seventh , to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is a payment of the principal amount of any Loans or any L/C Disbursement that has not been reimbursed in accordance with Section 2.05 (any such L/C Disbursement, an “ Unpaid Drawing ”), such payment shall be applied solely to pay the relevant Loans of, and Unpaid Drawings owed to, the relevant non-Defaulting Lenders on a pro rata basis prior to being applied in the manner set forth in this Section 2.23(a). 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 Cash Collateralize pursuant to Section 2.05 shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto;

(v)           the L/C Issuer will not be required to issue any new Letter of Credit or amend any outstanding Letter of Credit to increase the face amount thereof, alter the drawing terms thereunder or extend the expiry date thereof, unless the L/C Issuer is reasonably satisfied that any exposure that would result from the exposure to such Defaulting Lender is eliminated or fully covered by the Revolving R-2 Facility Commitments of the Non-Defaulting Lenders or by being cash collateralized or a combination thereof in accordance with the requirements of Section 2.23 (a)(iii) above or otherwise in a manner reasonably satisfactory to the L/C Issuer; and

(vi)          the Swingline Lender will not be required to fund any Swingline Loans unless the Swingline Lender is reasonably satisfied that any exposure that would result from the exposure to such Defaulting Lender is eliminated or fully covered by the Revolving R-2 Facility Commitments of the Non-Defaulting Lenders or a combination thereof in accordance with the requirements of Section 2.23(a)(iii) above.

(b)           If the Canadian Borrower, the Administrative Agent, the Swingline Lender and the L/C Issuer agree in writing in their discretion that a Lender that is 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, such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and any applicable cash collateral shall be promptly returned to the Canadian Borrower and any Letter of Credit Exposure and Swingline Exposure of such Lender reallocated pursuant to the requirements of Section 2.23(a)(iii) above shall be reallocated back to such Lender; provided that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

Section 2.24      Amendments Effecting a Maturity Extension . In addition, notwithstanding any other provision of this Agreement to the contrary:

(a)           The Canadian Borrower may at any time and from time to time request that all or a portion of each Term Loan of any Class (an “ Existing Term Loan Class ”) be converted or exchanged to extend the scheduled final maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so extended, “ Extended Term Loans ”) and to provide for other terms consistent with this Section 2.24. Prior to entering into any Extension Agreement with respect to any Extended Term Loans, the Canadian Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Class, with such request offered equally to all such Lenders of such Existing Term Loan Class) (a “ Term Loan Extension Request ”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be similar to the Term Loans of the Existing Term Loan Class from which they are to be extended except that (w) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of all or a portion of any principal amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.11 or in the Extension Agreement or the Incremental Agreement, as the case may be, with respect to the Existing Term Loan Class of Term Loans from which such Extended Term Loans were extended, in each case as more particularly set forth in Section 2.24(d) below), (x)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums with respect to the Extended Term Loans may be different than those for the Term Loans of such Existing Term Loan Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Agreement, (y) subject to the provisions set forth in Sections 2.11 and 2.12, the Extended Term Loans may have optional prepayment terms (including call protection and prepayment terms and premiums) and mandatory prepayment terms as may be agreed between the Canadian Borrower and the Lenders thereof and (z) the Extension Agreement may provide for other covenants and terms that apply to any period after the Final Maturity Date. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Series shall constitute a separate Class of Term Loans from the Existing Term Loan Class of Term Loans from which they were extended.

(b)           The Canadian Borrower may at any time and from time to time request that all or a portion of the Revolving R-2 Facility Commitments of any Class and/or the Extended Revolving Credit Commitments of any Class (and, in each case, including any previously extended Revolving R-2 Facility Commitments), existing at the time of such request (each, an “ Existing Revolving Credit Commitment ” and any related revolving credit loans under any such facility, “ Existing Revolving Credit Loans ”; each Existing Revolving Credit Commitment and related Existing Revolving Credit Loans together being referred to as an “ Existing Revolving Credit Class ”) be converted or exchanged to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Revolving Credit Loans related to such Existing Revolving Credit Commitments (any such Existing Revolving Credit Commitments which have been so extended, “ Extended Revolving Credit Commitments ” and any related revolving credit loans, “ Extended Revolving Credit Loans ”) and to provide for other terms consistent with this Section 2.24. Prior to entering into any Extension Agreement with respect to any Extended Revolving Credit Commitments, the Canadian Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Class of Existing Revolving Credit Commitments, with such request offered equally to all Lenders of such Class) (a “ Revolving Credit Extension Request ”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established thereunder, which terms shall be similar to those applicable to the Existing Revolving Credit Commitments from which they are to be extended (the “ Specified Existing Revolving Credit Commitment Class ”) except that (w) all or any of the final maturity dates of such Extended Revolving Credit Commitments may be delayed to later dates than the final maturity dates of the Existing Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment Class, (x)(A) the interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums with respect to the Extended Revolving Credit Commitments may be different than those for the Existing Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Credit Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A) and (y)(1) the undrawn revolving credit commitment fee rate with respect to the Extended Revolving Credit Commitments may be different than those for the Specified Existing Revolving Credit Commitment Class and (2) the Extension Agreement may provide for other covenants and terms that apply to any period after the Final Maturity Date; provided that, notwithstanding anything to the contrary in this Section 2.24 or otherwise, (I) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of the Extended Revolving Credit Loans under any Extended Revolving Credit Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Revolving Credit Loans of the Specified Existing Revolving Credit Commitment Class (the mechanics for which may be implemented through the applicable Extension Agreement and may include technical changes related to the borrowing and repayment procedures of the Specified Existing Revolving Credit Commitment Class), (II) assignments and participations of Extended Revolving Credit Commitments and Extended Revolving Credit Loans shall be governed by the assignment and participation provisions set forth in Section 9.04 and (III) subject to the applicable limitations set forth in Section 2.09, Section 2.11 and Section 2.12, permanent repayments of Extended Revolving Credit Loans (and corresponding permanent reduction in the related Extended Revolving Credit Commitments) shall be permitted as may be agreed between the Canadian Borrower and the Lenders thereof. No Lender shall have any obligation to agree to have any of its Revolving R-2 Facility Loans or Revolving R-2 Facility Commitments of any Existing Revolving Credit Class converted or exchanged into Extended Revolving Credit Loans or Extended Revolving Credit Commitments pursuant to any Extension Request. Any Extended Revolving Credit Commitments of any Extension Series shall constitute a separate Class of revolving credit commitments from Existing Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment Class and from any other Existing Revolving Credit Commitments (together with any other Extended Revolving Credit Commitments so established on such date).

(c)           The Canadian Borrower shall provide the applicable Extension Request to the Administrative Agent at least five (5) Business Days (or such shorter period as the Administrative Agent may determine in its reasonable discretion) prior to the date on which Lenders under the Existing Class 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 purpose of this Section 2.24. The Canadian Borrower may, at its election, specify as a condition to consummating any Extension Agreement that a minimum amount (to be determined and specified in the relevant Extension Request in the Canadian Borrower’s sole discretion and as may be waived by the Canadian Borrower) of Term Loans and/or Revolving R-2 Facility Commitments (as applicable) of any or all applicable Classes be tendered. Any Lender (an “ Extending Lender ”) wishing to have all or a portion of its Term Loans or Revolving R-2 Facility Commitments (or any earlier Extended Revolving Credit Commitments) of an Existing Class subject to such Extension Request converted or exchanged into Extended Loans/Commitments shall notify the Administrative Agent (an “ Extension Election ”) on or prior to the date specified in such Extension Request of the amount of its Term Loans and/or Revolving R-2 Facility Commitments (and/or any earlier Extended Revolving Credit Commitments) which it has elected to convert or exchange into Extended Loans/Commitments (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans and Revolving R-2 Facility Commitments (and any earlier extended Extended Revolving Credit Commitments) subject to Extension Elections exceeds the amount of Extended Loans/Commitments requested pursuant to the Extension Request, Term Loans, Revolving R-2 Facility Commitments or earlier extended Extended Revolving Credit Commitments, as applicable, subject to Extension Elections shall be converted to or exchanged to Extended Loans/Commitments on a pro rata basis (subject to such rounding requirements as may be established by the Administrative Agent) based on the amount of Term Loans, Revolving R-2 Facility Commitments and earlier extended Extended Revolving Credit Commitments included in each such Extension Election or as may be otherwise agreed to in the applicable Extension Agreement. Notwithstanding the conversion of any Existing Revolving Credit Commitment into an Extended Revolving Credit Commitment, unless expressly agreed by the holders of each affected Existing Revolving Credit Commitment of the Specified Existing Revolving Credit Commitment Class, such Extended Revolving Credit Commitment shall not be treated more favorably than all Existing Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment Class for purposes of the obligations of a Revolving R-2 Facility Lender in respect of Swingline Loans and Letters of Credit, except that the applicable Extension Amendment may provide that the Swingline Termination Date and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued (pursuant to mechanics to be specified in the applicable Extension Amendment) so long as the Swingline Lenders and/or each L/C Issuer have consented to such extensions (it being understood that no consent of any other Lender shall be required in connection with any such extension).

(d)           Extended Loans/Commitments shall be established pursuant to an amendment (an “ Extension Agreement ”) to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.24(d) and notwithstanding anything to the contrary set forth in Section 9.08, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Loans/Commitments established thereby) executed by the Loan Parties, the Administrative Agent and the Extending Lenders. In addition to any terms and changes required or permitted by Section 2.24(d), each Extension Agreement in respect of Extended Term Loans shall amend the scheduled amortization payments pursuant to Section 2.11(a) or the applicable Incremental Agreement or Extension Agreement with respect to the Existing Class of Term Loans from which the Extended Term Loans were exchanged to reduce each scheduled repayment amount for the Existing Class in the same proportion as the amount of Term Loans of the Existing Class is to be reduced pursuant to such Extension Agreement (it being understood that the amount of any repayment amount payable with respect to any individual Term Loan of such Existing Class that is not an Extended Term Loan shall not be reduced as a result thereof). In connection with any Extension Agreement, the Canadian Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent and addressed to the Administrative Agent and the applicable Extending Lenders as to the enforceability of such Extension Agreement, this Agreement as amended thereby, and such of the other Loan Documents (if any) as may be amended thereby (in the case of such other Loan Documents as contemplated by the immediately preceding sentence) and covering customary matters.

(e)           Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Existing Term Loan Class or Class of Existing Revolving Credit Commitments is converted or exchanged to extend the related scheduled maturity date(s) in accordance with paragraph (a) above (an “ Extension Date ”), (I) in the case of the existing Term Loans of each Extending Lender, the aggregate principal amount of such existing Term Loans shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Term Loans so converted or exchanged by such Lender on such date, and the Extended Term Loans shall be established as a separate Class of Term Loans (together with any other Extended Term Loans so established on such date), and (II) in the case of the Existing Revolving Credit Commitments of each Extending Lender under any Specified Existing Revolving Credit Commitment Class, the aggregate principal amount of such Existing Revolving Credit Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Revolving Credit Commitments so converted or exchanged by such Lender on such date (or by any greater amount as may be agreed by the Canadian Borrower and such Lender), and such Extended Revolving Credit Commitments shall be established as a separate Class of revolving credit commitments from the Specified Existing Revolving Credit Commitment Class and from any other Existing Revolving Credit Commitments (together with any other Extended Revolving Credit Commitments so established on such date) and (B) if, on any Extension Date, any Existing Revolving Credit Loans of any Extending Lender are outstanding under the Specified Existing Revolving Credit Commitment Class, such Existing Revolving Credit Loans (and any related participations) shall be deemed to be converted or exchanged to Extended Revolving Credit Loans (and related participations) of the applicable Class in the same proportion as such Extending Lender’s Specified Existing Revolving Credit Commitments to Extended Revolving Credit Commitments of such Class.

(f)            In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given Extension Series or the Extended Revolving Credit Commitments of a given Extension Series, in each case to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an Extension Election timely submitted by such Lender in accordance with the procedures set forth in the applicable Extension Agreement, then the Administrative Agent, the Canadian Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents within 15 days following the effective date of such Extension Agreement, as the case may be, which shall (i) provide for the conversion or exchange and extension of Term Loans under the Existing Term Loan Class or Existing Revolving Credit Commitments (and related Revolving R-2 Facility Credit Exposure), as the case may be, in such amount as is required to cause such Lender to hold Extended Term Loans or Extended Revolving Credit Commitments (and related revolving credit exposure) of the applicable Extension Series into which such other Term Loans or commitments were initially converted or exchanged, as the case may be, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such Extension Agreement, in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Canadian Borrower and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Extension Agreement described in Section 2.24(d)), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the penultimate sentence of Section 2.24(d).

(g)           No conversion or exchange of Loans or Commitments pursuant to any Extension Agreement in accordance with this Section 2.24 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.

(h)           This Section 2.24 shall supersede any provisions in Section 2.19 or 9.08 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.24 may be amended with the consent of the Required Lenders; provided that no such amendment shall require any Lender to provide any Extended Loans/Commitments without such Lender’s consent.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants to each of the Lenders that:

Section 3.01     Organization; Powers . Except as set forth on Schedule 3.01 , each Loan Party and each of their Restricted Subsidiaries (a) is a partnership, limited partnership, limited liability company, exempted company or corporation duly organized and validly existing and, except where the failure to be in good standing could not reasonably be expected to have a Material Adverse Effect, in good standing (or, if applicable in a foreign jurisdiction, enjoys the equivalent status under the laws of any jurisdiction of organization outside the United States) under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to own its property and assets and to carry on its business as now conducted, (c) is qualified to do business in each jurisdiction where such qualification is required, except where the failure so to qualify could not reasonably be expected to have a Material Adverse Effect, and (d) has the power and authority to execute, deliver and perform its obligations under each of the Loan Documents and each other agreement or instrument contemplated thereby to which it is or will be a party and, in the case of the Canadian Borrower, to borrow and otherwise obtain credit hereunder.

Section 3.02      Authorization . The execution, delivery and performance by each Loan Party of each of the Loan Documents to which it is a party, and the borrowings hereunder (a) have been duly authorized by all corporate, stockholder, shareholder, limited liability company, partnership or limited partnership action required to be obtained by such Loan Party and (b) will not (i) violate (A) any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation, memorandum of association or other constitutive documents or by-laws or articles of association of such Loan Party, (B) any applicable order of any court or any rule, regulation or order of any Governmental Authority or (C) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) or to a loss of a material benefit under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (i) or (ii) of this Section 3.02, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (iii) result in the creation or imposition of any Lien upon or with respect to any material property or assets now owned or hereafter acquired by any Loan Party, other than the Liens created by the Loan Documents.

Section 3.03     Enforceability . This Agreement has been duly executed and delivered by each Loan Party and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Section 3.04      Governmental Approvals . No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for (a) the filing of UCC and PPSA financing statements and applications for registration in the PMRR, and filings to perfect security interests in intellectual property, (b) recordation of the Mortgages, (c) such consents, approvals, registrations, and filings with or by the FCC, U.S. Department of Justice, ISED (and, if required, the Competition Bureau or the CRTC) or any Governmental Authority outside of the United States of America or Canada as may be required in connection with the exercise of rights under the Security Documents following an Event of Default, (d) such consents, approvals, registrations, and filings with or by the FCC, U.S. Department of Justice, ISED or any Governmental Authority outside of the United States of America or Canada as may be required in the ordinary course of business of Holdings and its Subsidiaries in connection with the use of proceeds of the Loans hereunder, (e) such as have been made or obtained and are in full force and effect, (f) such actions, consents and approvals the failure to be obtained or made which could not reasonably be expected to have a Material Adverse Effect and (g) filings or other actions listed on Schedule 3.04 .

Section 3.05    Financial Statements . Holdings has heretofore furnished to the Administrative Agent the consolidated balance sheets and related statements of income, shareholders’ deficit and cash flows of Holdings and its consolidated Subsidiaries as of the end of and for each fiscal year of Holdings in the three fiscal year period ended on December 31, 2015, audited by and accompanied by the opinion of Deloitte & Touche LLP. Such financial statements fairly present in all material respects the financial condition, results of operations and cash flows of Holdings and its consolidated Subsidiaries as of such dates and for such periods. Such financial statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and subject, in the case of quarterly financial statements, to the absence of footnotes and to normal year-end adjustments.

Section 3.06      No Material Adverse Effect . Since December 31, 2015 (but after giving effect to the Transactions occurring on or prior to the Amendment No. 2 Effective Date) no Material Adverse Effect has occurred.

Section 3.07      Title to Properties; Possession Under Leases; Casualty Proceeds .

(a)           Each of the Loan Parties and their Restricted Subsidiaries has good and marketable title to all real property and good title to all personal property owned by it and good and marketable title to a leasehold estate in the real and personal property leased by it, free and clear of all liens, charges, encumbrances or restrictions, except (i) as set forth in Schedule 3.07 and (ii) as created or expressly permitted by Section 6.02, except where the failure to have such title could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b)           Each of the Loan Parties and their Restricted Subsidiaries has complied with all obligations under all leases to which it is a party, except where the failure to comply would not have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect could not reasonably be expected to have a Material Adverse Effect. Each of the Loan Parties and each of their Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(c)           Each of the Loan Parties and their Restricted Subsidiaries owns or possesses, or could obtain ownership or possession of, on terms not materially adverse to it, all patents, trademarks, industrial designs, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of its business, without any known conflict with the rights of others, and free from any burdensome restrictions, except where such conflicts and restrictions could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(d)           As of the Amendment No. 2 Effective Date, none of the Loan Parties or their Restricted Subsidiaries have received any notice of any pending or contemplated condemnation proceeding affecting any of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Amendment No. 2 Effective Date.

(e)           None of the Loan Parties and their Restricted Subsidiaries is obligated on the Amendment No. 2 Effective Date under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.03.

(f)            As of the Amendment No. 2 Effective Date, neither the Canadian Borrower nor any Restricted Subsidiary has received any notice of, nor has any knowledge of, the occurrence or pendency or contemplation of any Casualty Event affecting all or any portion of its property except where such Casualty Event could not reasonably be expected to have a Material Adverse Effect. No Mortgage encumbers improved real property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the Flood Insurance Laws unless flood insurance available under the Flood Insurance Laws have been obtained in accordance with Section 5.02.

(g)           As of the Amendment No. 2 Effective Date, none of the Loan Parties or their Subsidiaries have received any notice of or has any knowledge of any disputes regarding boundary lines, location, encroachments or possession of any portions of the Mortgaged Property owned by it and has no knowledge of any state of facts that may exist which could give rise to any such claims, except in each case where such dispute or claim could not be reasonably likely to have a material adverse effect on the intended use of such Mortgaged Property.

Section 3.08      Subsidiaries .

(a)           As of the Amendment No. 2 Effective Date, the corporate structure of Holdings and its Restricted Subsidiaries is in all material respects as set forth on Schedule 3.08(a) .

(b)           Schedule 3.08(b) sets forth as of the Amendment No. 2 Effective Date the name and jurisdiction of incorporation, formation or organization of each Material Subsidiary and, as to each such Material Subsidiary, the percentage of each class of Equity Interests owned by Holdings or by any such Material Subsidiary, subject to such changes as are reasonably satisfactory to the Administrative Agent.

(c)           As of the Amendment No. 2 Effective Date, there are no outstanding subscriptions, options, warrants, calls, rights or other similar agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to any Equity Interests of the Loan Parties, the Canadian Borrower or any of their Restricted Subsidiaries, except as set forth on Schedule 3.08(c) .

Section 3.09      Litigation; Compliance with Laws .

(a)           Except as set forth on Schedule 3.09 , there are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of Holdings, threatened in writing against or affecting Holdings or any of its Restricted Subsidiaries or any business, property or rights of any such person which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b)           None of the Loan Parties, the Material 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 law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit) 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 3.10      Federal Reserve Regulations .

(a)           None of the Loan Parties and their Restricted Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock.

(b)           No part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the Regulations of the Board, including Regulation U or Regulation X.

Section 3.11      Investment Company Act . Holdings is not required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 3.12      Use of Proceeds . After the Amendment No. 2 Effective Date, the Borrowers will use the proceeds of Revolving R-2 Facility Loans, Swingline Loans and the issuance of Letters of Credit for general corporate purposes and, from and after the Amendment No. 2 Effective Date, to the extent the amount of the Term Loan proceeds are less than par, an amount of Revolving R-2 Facility Loans and Swingline Loans may be used for the purposes set forth in the next sentence . The Canadian Borrower will use the proceeds from the Term B- 3 4 Loans , together with cash on hand (i) to finance the Existing Debt Refinancing , (ii) to provide for working capital, capital expenditures, and other lawful corporate purposes including, but not limited to, debt refinancings, acquisitions, distributions and dividends and (iii and (ii ) to pay Transaction Expenses; provided that the proceeds of the Term B- 3 4 Loans made on the Amendment No. 2 4 Effective Date shall be used for the repayment of Canadian Term B- 2 Loans and U.S. Term B-2 3 Loans that are not Converted Term Loans. The proceeds of Incremental Commitments shall be used for any purpose not prohibited by this Agreement.