Exhibit 10.23


 


AMENDED AND RESTATED CANADIAN
SECURITY AGREEMENT


 


AMENDED AND RESTATED CANADIAN SECURITY AGREEMENT dated
as of November 21, 2005 (as it may be amended, restated, supplemented or
modified from time to time, this “Agreement”), among the entities listed
on the signature page hereof (collectively referred to as the “Grantors”
and individually as a “Grantor”) and GENERAL ELECTRIC CAPITAL
CORPORATION, as collateral agent (in such capacity, the “Collateral Agent”)
for the Secured Parties (as defined herein).


 


W  I
T  N  E  S  S  E  T  H:


 


WHEREAS, the Parent Borrower and the Domestic
Subsidiary Borrowers (as defined in the Prior Credit Agreement described below)
are parties to that certain Credit Agreement dated as of February 17, 2004 (as
amended, restated, supplemented or otherwise modified from time to time prior
to the date hereof, the “Prior Credit Agreement”), among the Parent
Borrower, the Canadian Subsidiary Borrower, the Lenders party thereto (the “Prior
Lenders”), Credit Suisse First Boston, acting through its Cayman Islands
Branch, as Administrative Agent and Documentation Agent (the “Prior
Administrative Agent”), Deutsche Bank Trust Company Americas, as Collateral
Agent (the “Prior Collateral Agent”), General Electric Capital
Corporation, as Co-Collateral Agent, and JPMorgan Chase Bank, as Syndication
Agent;


 


WHEREAS, the Grantors and the Prior Administrative
Agent are parties to that certain Canadian Security Agreement dated as of
February 17, 2004 (as amended, restated, supplemented or otherwise modified
from time to time prior to the date hereof, the “Prior Canadian Security
Agreement”), pursuant to which each Grantor granted to the Collateral Agent
a security interest in the Collateral (as defined in the Prior Canadian
Security Agreement) to secure the prompt and complete payment and performance
when due (whether at stated maturity, by acceleration or otherwise) of the
Obligations; and


 


WHEREAS, the Prior Collateral Agent and the trustees
for the holders of the Senior Secured Discount Notes and the Existing Senior
Secured Notes entered into an Intercreditor Agreement dated as of February 17,
2004 (as amended, restated, supplemented or otherwise modified from time to
time, the “Intercreditor Agreement”), which confirms the relative
priority of the security interests of the Secured Parties, the holders of the
Senior Secured Discount Notes and the holders of the Existing Senior Secured
Notes in the Collateral;


 


WHEREAS, prior to the execution of this Agreement, the
Prior Collateral Agent resigned as “Collateral Agent” under the Prior Credit
Agreement, the Security Documents (as defined in the Prior Credit Agreement)
and the other Loan Documents (as defined in the Prior Credit Agreement) and the
Collateral Agent succeeded the Prior Collateral Agent as the “Collateral Agent”
thereunder, all pursuant to that certain Consent and Amendment dated as of
March 8, 2004 by and among the Prior Administrative Agent, the Prior Collateral
Agent, the Collateral Agent, Deutsche Bank Trust Company Americas, as replaced
Issuing Bank, LaSalle Business Credit, LLC, as replacement Issuing Bank, the
Borrowers and the Prior Lenders; and


 

















 


WHEREAS, the parties wish to amend and restate the
Prior Credit Agreement in the form of that certain Amended and Restated Credit
Agreement dated as of even date herewith (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among the
Parent Borrower, the Canadian Subsidiary Borrower, the Domestic Subsidiary
Borrowers party thereto, the Lenders party thereto, Morgan Stanley Senior
Funding, Inc., as Domestic B Agent, the Collateral Agent and General Electric
Capital Corporation, as Domestic A Agent and Administrative Agent;


 


WHEREAS, in connection with the amendment and
restatement of the Prior Credit Agreement, the parties hereto desire to amend
and restate the Prior Canadian Security Agreement in its entirety as set forth
herein; and


 


WHEREAS, the Lenders have agreed to make Loans to the
Borrowers, and the Issuing Bank has agreed to issue Letters of Credit for the
account of the Parent Borrower, in an amount up to $140,000,000, pursuant to,
and upon the terms and subject to the conditions specified in, the Credit
Agreement; and


 


WHEREAS, pursuant to the Amended and Restated
Guarantee Agreement dated as of even date herewith (as amended, restated,
supplemented or otherwise modified from time to time, the “Guarantee
Agreement”), certain of the Guarantors have agreed to guarantee, among
other things, all of the obligations of the Borrowers under the Credit
Agreement; and


 


WHEREAS, the obligations of the Lenders to make Loans
and of the Issuing Bank to issue Letters of Credit under the Credit Agreement
are conditioned upon, among other things, the execution and delivery by the
Grantors of an agreement in the form hereof to secure (a) the due and punctual
payment by the Borrowers 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 Loans, when and as due, whether
at maturity, by acceleration, upon one or more dates set for prepayment, or
otherwise, (ii) each payment required to be made by the Borrowers under the Credit
Agreement in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursement of disbursements, interest thereon and
obligations to provide cash collateral and (iii) 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 each Loan Party to the Secured Parties under
the Credit Agreement and the other Loan Documents, (b) the due and punctual
performance of all covenants, agreements, obligations and liabilities of each
Loan Party under or pursuant to the Credit Agreement and the other Loan
Documents, (c) the due and punctual payment and performance of all obligations
of each Loan Party, monetary or otherwise, under each Swap Agreement that (i)
is effective on the Effective Date with a counterparty that is a Lender (or an
Affiliate of a Lender) as of the Effective Date or (ii) is entered into after
the Effective Date with any counterparty that is a Lender (or an Affiliate
thereof) at the time such Swap Agreement is entered into and (d) the due and
punctual payment and performance of all monetary obligations of each Loan Party
in respect of overdrafts and related liabilities owed to any of the Lenders (or
any Affiliates thereof) or Wachovia Bank, National Association (or any
Affiliates thereof) arising from treasury,


 


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depositary and cash management services or in
connection with any automated clearinghouse transfers of funds (all the
monetary and other obligations described in the preceding clauses (a) through
(d) being collectively called the “Obligations”).


 


ACCORDINGLY, each of the Grantors and the Collateral
Agent, on behalf of itself and each Secured Party (and each of their respective
successors or assigns), hereby agrees to amend and restate the Prior Canadian
Security Agreement as follows:


 


ARTICLE I


 


Definitions


 


SECTION 1.01.      Definition
of Terms Used Herein. Unless the context otherwise requires, all
capitalized terms used but not defined herein shall have the meanings set forth
in the Credit Agreement.


 


SECTION 1.02.      Definition
of Certain Terms Used Herein. As used herein, the following terms shall
have the following meanings:


 


“Account Debtor” shall mean any Person who is
or who may become obligated to any Grantor under, with respect to or on account
of an Account.


 


“Accounts” shall mean any and all right, title
and interest of any Grantor to payment for goods and services sold or leased,
including any such right evidenced by chattel paper, whether due or to become
due, whether or not it has been earned by performance, and whether now or
hereafter acquired or arising in the future, including accounts receivable from
Affiliates of the Grantors.


 


“Accounts Receivable” shall mean all Accounts
and all right, title and interest in any returned goods, together with all
rights, titles, securities and guarantees with respect thereto, including any
rights to stoppage in transit, replevin, reclamation and resales, and all
related security interests, liens and pledges, whether voluntary or involuntary,
in each case whether now existing or owned or hereafter arising or acquired.


 


“Cash Concentration Account” shall mean, with
respect to any Grantor, the cash concentration account maintained by such
Grantor with the Collateral Agent, to which such Grantor will cause to be
transferred, on each Business Day, amounts deposited in the Collection Deposit
Accounts on such Business Day, as and to the extent provided in Section 5.01.


 


“Chattel Paper” shall mean all “chattel paper”
as such term is defined in the PPSA.


 


“Collateral” means all of the present and
future undertaking, personal property (including any personal property that may
be described in any Schedule to this Agreement or any schedules, documents or
listings that a Grantor may from time to time sign and provide to the
Collateral Agent in connection with this Agreement) of the Grantor (including
all such property at any time owned, leased or licensed by the Grantor, or in
which the Grantor at any time has any interest or to which the Grantor is or
may at any time become entitled) and all Proceeds thereof, wherever located
including, without limiting the generality of the foregoing, the following:


 


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(a)           all
Accounts Receivable;


 


(b)           all
Chattel Paper;


 


(c)           all
Documents;


 


(d)           all
Equipment;


 


(e)           all
fixtures;


 


(f)            all
General Intangibles;


 


(g)           all
Instruments;


 


(h)           all
Inventory;


 


(i)            all
money, cash and cash accounts;


 


(j)            all
Investment Property;


 


(k)           all
books and records pertaining to the Collateral;


 


(l)            all
letter-of-credit rights; and


 


(m)          to
the extent not otherwise included, all Proceeds and products of any and all of
the foregoing.


 


“Collateral Proceeds Account” shall mean an
account maintained by and in the name of the Administrative Agent, for purposes
of this Agreement and the Credit Agreement.


 


“Collection Deposit Accounts” shall mean the
respective collection accounts maintained by the Collection Deposit Banks
pursuant to the Collection Deposit Letter Agreements and into which the Grantors
will deposit or cause to be deposited all Daily Receipts, as and to the extent
provided in Section 5.01.


 


“Collection Deposit Bank” shall mean, at any
time, any financial institution then serving as a “Collection Deposit Bank” as
provided in Section 5.01.


 


“Collection Deposit Letter Agreement” shall
mean an agreement among the applicable Grantor, a Collection Deposit Bank and
the Collateral Agent, in form and substance reasonably satisfactory to the
Collateral Agent, pursuant to which such Collection Deposit Bank shall maintain
one or more Collection Deposit Accounts, as such Collection Deposit Letter
Agreement may be amended, modified or supplemented from time to time.


 


“Consumer Goods” shall mean goods that are used
or bought for use primarily for personal, family or household purposes.


 


“Copyright License” shall mean any written
agreement, now or hereafter in effect, granting any right to any third party
under any Copyright now or hereafter owned by any Grantor


 


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or which such Grantor otherwise has the right to
license, or granting any right to such Grantor under any Copyright now or
hereafter owned by any third party, and all rights of such Grantor under any
such agreement.


 


“Copyrights” shall mean all of the following
now owned or hereafter acquired by any Person: (a) all copyright rights in any
work subject to the copyright laws of the United States or Canada, whether as
author, assignee, transferee or otherwise, and (b) all registrations and applications
for registration of any such copyright in the United States or Canada,
including registrations, recordings, supplemental registrations and pending
applications for registration in the United States Copyright Office or the
Canadian Intellectual Property Office, including those listed on Schedule II.


 


“Credit Agreement” shall have the meaning
assigned to such term in the preliminary statement of this Agreement.


 


“Credit Card Payments” shall mean all payments
received or receivable by or on behalf of any Grantor in respect of sales of
Inventory paid for by credit card charges, including payments from financial
institutions that process credit card transactions for any of the Grantors.


 


“Daily Receipts” shall mean all amounts
received by the Grantors, whether in the form of cash, checks, any moneys
received or receivable in respect of charges made by means of credit cards, and
other negotiable instruments, in each case as a result of the sale of Inventory
or in respect of Accounts Receivable.


 


“Documents” shall mean all instruments, files,
records, ledger sheets and documents covering or relating to any of the
Collateral.


 


“Entitlement Holder” shall mean a Person
identified in the records of a Security Intermediary as the Person having a
Security Entitlement against the Security Intermediary.


 


“Equipment” shall mean all “equipment” as such
term is defined in the PPSA, and in any event, all equipment, furniture,
fixtures and furnishings, including tools, parts and supplies of every kind and
description, and all improvements, accessions or appurtenances thereto, that
are now or hereafter owned by any Grantor.


 


“Exigent Circumstances” means (a) a fraud has
been committed by any Loan Party in connection with the Obligations, including
any withholding of collections of accounts receivable or other proceeds of
Collateral in violation of the terms of the Loan Documents, or (b) an event or
circumstance that, in the commercially reasonable judgment of any Agent is
reasonably likely to cause a material and imminent diminution in the value of
the Collateral or materially and imminently threatens the ability of such Agent
to realize upon all or any material portion of the Collateral.


 


“Farm Products” shall mean goods, other than
standing timber, with respect to which the debtor is engaged in a farming
operation and  which are: (a) crops
grown, growing or to be grown, including: (i) crops produced on trees, vines
and bushes; and (ii) aquatic goods produced in aquacultural operations; (b)
livestock, born or unborn, including aquatic


 


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goods produced in aquacultural operations; (c)
supplies used or produced in a farming operation; and (d) products of crops or
livestock in their unmanufactured states.


 


“Financial Asset” shall mean (a) a Security,
(b) an obligation of a Person or a share, participation or other interest in a
Person or in property or an enterprise of a Person, which is, or is of a type,
dealt with in or traded on financial markets, or which is recognized in any
area in which it is issued or dealt in as a medium for investment or (c) any
property that is held by a Security Intermediary for another Person in a
Securities Account. As the context requires, the term Financial Asset shall
mean either the interest itself or the means by which a Person’s claim to it is
evidenced, including a certificated or uncertificated Security, a certificate
representing a Security or a Security Entitlement.


 


“General Funds Account” shall mean an account
maintained by the Parent Borrower, to which the Administrative Agent will,
subject to the terms and conditions set forth herein, cause to be transferred
certain amounts on deposit in the Collateral Proceeds Account.


 


“General Intangibles” shall mean all
“intangibles” as such term is defined in the PPSA, and in any event, with
respect to any Grantor, all choses in action and causes of action and all other
assignable intangible personal property of any Grantor of every kind and nature
(other than Accounts Receivable) now owned or hereafter acquired by any
Grantor, including corporate or other business records, indemnification claims,
contract rights (including rights under leases, whether entered into as lessor
or lessee, [Swap Agreements] and other agreements but excluding contract rights
in contracts which contain an enforceable prohibition on assignment or the
granting of a security interest), Intellectual Property, goodwill,
registrations, franchises, tax refund claims and any letter of credit,
guarantee, claim, security interest or other security held by or granted to any
Grantor to secure payment by an Account Debtor of any of the Accounts
Receivable.


 


“Goods” shall mean all things that are movable
when a security interest attaches. This term includes (i) fixtures, (ii)
standing timber that is to be cut and removed under a conveyance or contract
for sale, (iii) the unborn young of animals, (iv) crops grown, growing or to be
grown, evne if the corps are produced on trees, vines, or bushes, and (v)
manufactured homes. This term also includes a computer program embedded in
goods and any supporting information provided in connection with a transaction
relating to the program if (i) the program is associated with the goods in such
a manner that is customarily is considered part of the goods, or (ii) by
becoming the owner of the goods, a person acquires a right to use the program
in connection with the goods. The term does not include a computer program
embedded in goods that consists solely of the medium in which the program is
embedded. The term also does not include accounts, chattel paper, commercial
tort claims, deposit accounts, documents, general intangibles, instruments,
investment property, letter-of-credit rights, letters of credit, money or oil,
gas, or other minerals before extraction.


 


“Instrument” shall mean “instrument” as such
term is defined in the PPSA.


 


“Intellectual Property” shall mean all
intellectual and similar property of any Grantor of every kind and nature now
owned or hereafter acquired by any Grantor, including inventions, designs,
Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or


 


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proprietary technical and business information,
know-how, show-how or other data or information, software and databases and all
embodiments or fixations thereof and related documentation and registrations,
and all additions, improvements and accessions to, and books and records
describing or used in connection with, any of the foregoing.


 


“Intellectual Property Rights” shall have the
meaning assigned to such term in Section 3.01.


 


“Inventory” shall mean all “inventory” as such
term is defined in the PPSA, and in any event, all goods of any Grantor,
whether now owned or hereafter acquired, held for sale or lease, or furnished or
to be furnished by any Grantor under contracts of service, or consumed in any
Grantor’s business, including raw materials, intermediates, work in process,
packaging materials, finished goods, semi-finished inventory, scrap inventory,
manufacturing supplies and spare parts, and all such goods that have been
returned to or repossessed by or on behalf of any Grantor.


 


“Investment Property” shall mean all Securities
(whether certificated or uncertificated), Security Entitlements and Securities
Accounts, whether now owned or hereafter acquired by any Grantor.


 


“License” shall mean any Patent License,
Trademark License, Copyright License or other franchise agreement, license or
sublicense to which any Grantor is a party, including those listed on Schedule
III.


 


“Lien Enforcement Action” means (a) any action
by any Agent or Lender to foreclose on the Lien of such Person in any of the
Collateral or exercise any right of repossession, levy, attachment, setoff or
liquidation against such Collateral, (b) any action by any Agent or Lender to
take possession of, sell or otherwise realize (judicially or non-judicially)
upon any of the Collateral (including by setoff or notification of account
debtors, but excluding any Ordinary Course Collections), or (c) the commencement
by any Agent or Lender of any legal proceedings against or with respect to any
of the Collateral to facilitate the actions described in (a) and (b) above.


 


“Obligations” shall have the meaning assigned
to such term in the preliminary statement of this Agreement.


 


“PPSA” shall mean the Personal Property Security Act (Ontario),
as such legislation may be amended, renamed or replaced from time to time (and
includes all regulations from time to time made under such legislation).


 


“Patent License” shall mean any written
agreement, now or hereafter in effect, granting to any third party any right to
make, use or sell any invention on which a Patent, now or hereafter owned by
any Grantor or which any Grantor otherwise has the right to license, is in
existence, or granting to any Grantor any right to make, use or sell any
invention on which a Patent, now or hereafter owned by any third party, is in
existence, and all rights of any Grantor under any such agreement.


 


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“Patents” shall mean all of the following now
owned or hereafter acquired by any Person: (a) all letters patent of the United
States or Canada, all registrations and recordings thereof, and all
applications for letters patent of the United States or Canada, including
registrations, recordings and pending applications in the United States Patent
and Trademark Office or the Canadian Intellectual Property Office, including
those listed on Schedule IV, and (b) all reissues, continuations,
divisions, continuations-in-part, renewals or extensions thereof, and the
inventions disclosed or claimed therein, including the right to make, use
and/or sell the inventions disclosed or claimed therein.


 


“Perfection Certificate” shall mean a
certificate substantially in the form of Annex 1 (or any other form
approved by the Collateral Agent), completed and supplemented with the
schedules and attachments contemplated thereby, and duly executed by a
Financial Officer and the chief legal officer of the Parent Borrower.


 


“Proceeds” shall mean all “proceeds” as such
term is defined in the PPSA and, in any event, shall include with respect to
any Grantor any consideration received from the sale, exchange, license, lease
or other disposition of any asset or property that constitutes Collateral, any
value received as a consequence of the possession of any Collateral and any
payment received from any insurer or other person or entity as a result of the
destruction, loss, theft, damage or other involuntary conversion of whatever
nature of any asset or property which constitutes Collateral, and shall
include, (a) any claim of any Grantor against any third party for (and the
right to sue and recover for and the rights to damages or profits due or
accrued arising out of or in connection with) (i) past, present or future
infringement of any Patent now or hereafter owned by any Grantor, or licensed
under a Patent License, (ii) past, present or future infringement or dilution
of any Trademark now or hereafter owned by any Grantor or licensed under a
Trademark License or injury to the goodwill associated with or symbolized by
any Trademark now or hereafter owned by any Grantor, (iii) past, present or
future breach of any License and (iv) past, present or future infringement of
any Copyright now or hereafter owned by any Grantor or licensed under a
Copyright License and (b) any and all other amounts from time to time paid or
payable under or in connection with any of the Collateral.


 


“Receiver” shall mean a receiver, a manager or
a receiver and manager.


 


“Secured Parties” shall mean (a) the Lenders,
(b) the Administrative Agent, (c) the Collateral Agent and each of the other
Agents, (d) the Issuing Bank, (e) each counterparty to a Swap Agreement with a
Loan Party the obligations under which constitute Obligations, (f) the beneficiaries of each indemnification
obligation undertaken by any Grantor under any Loan Document, (g) each lender
in respect of overdrafts and related liabilities owed to any of the Lenders (or
any Affiliates thereof) and arising from treasury, depositary and cash
management services or in connection with any automated clearinghouse transfers
of funds, (h) Wachovia Bank, National Association (or any Affiliates thereof)
in respect of overdrafts and related liabilities owed to Wachovia Bank,
National Association (or any Affiliates thereof) and arising from treasury,
depositary and cash management services or in connection with any automated
clearinghouse transfers of funds and (i) the permitted successors and assigns
of each of the foregoing.


 


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“Securities” shall mean the plural of
“security” as such term is defined in the PPSA, and in any event, any
obligations of an issuer or any shares, participations or other interests in an
issuer or in property or an enterprise of an issuer which (a) are represented
by a certificate representing a security in bearer or registered form, or the
transfer of which may be registered upon books maintained for that purpose by
or on behalf of the issuer, (b) are one of a class or series or by its terms is
divisible into a class or series of shares, participations, interests or
obligations or (c)(i) are, or are of a type, dealt with or traded on securities
exchanges or securities markets or (ii) are a medium for investment.


 


“Securities Account” shall mean an account to
which a Financial Asset is or may be credited in accordance with an agreement
under which the Person maintaining the account undertakes to treat the Person
for whom the account is maintained as entitled to exercise rights that comprise
the Financial Asset.


 


“Security Entitlements” shall mean the rights
and property interests of an Entitlement Holder with respect to a Financial
Asset.


 


“Security Interest” shall have the meaning
assigned to such term in Section 2.01.


 


“Security Intermediary” shall mean (a) a
clearing corporation or (b) a Person, including a bank or broker, that in the
ordinary course of its business maintains securities accounts for others and is
acting in that capacity.


 


“Trademark License” shall mean any written
agreement, now or hereafter in effect, granting to any third party any right to
use any Trademark now or hereafter owned by any Grantor or which any Grantor
otherwise has the right to license, or granting to any Grantor any right to use
any Trademark now or hereafter owned by any third party, and all rights of any
Grantor under any such agreement.


 


“Trademarks” shall mean all of the following
now owned or hereafter acquired by any Person: (a) all trademarks, service
marks, trade names, corporate names, company names, business names, fictitious
business names, trade styles, trade dress, logos, other source or business
identifiers, designs and general intangibles of like nature, now existing or
hereafter adopted or acquired, all registrations and recordings thereof, and
all registration and recording applications filed in connection therewith,
including registrations and registration applications in the United States
Patent and Trademark Office, any State of the United States or the Canadian
Intellectual Property Office, and all extensions or renewals thereof, including
those listed on Schedule V, (b) all goodwill associated therewith or
symbolized thereby and (c) all other assets, rights and interests that uniquely
reflect or embody such goodwill.


 


“U.S.$” refers to the lawful currency of the
United States of America.


 


“U.S. Intellectual Property” shall have the
meaning assigned to such term in Section 3.02(b).


 


SECTION 1.03.      Rules
of Interpretation. The rules of interpretation specified in Section 1.03 of
the Credit Agreement shall be applicable to this Agreement.


 


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ARTICLE II


 


Security Interest


 


SECTION 2.01.      Security
Interest. (a) As general and continuing collateral security for the due
payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of all Obligations, each Grantor hereby mortgages,
charges and assigns to the Collateral Agent, and grants to the Collateral
Agent, for the ratable benefit of the Secured Parties, a security interest (the
“Security Interest”) in, the Collateral.


 


(b)           The
grant of any Security Interest in respect of the Collateral shall not include
with respect to any Grantor, any item of property to the extent the grant by
such Grantor of a security interest pursuant to this Agreement in such
Grantor’s right, title and interest in such item of property is prohibited by
an applicable enforceable contractual obligation (including but not limited to
a Capital Lease Obligation) or requirement of law or would give any other
Person the enforceable right to terminate its obligations with respect to such
item of property and provided, further, that the limitation in the foregoing
proviso shall not affect, limit, restrict or impair the grant by any Grantor of
a security interest pursuant to this Agreement in any money or other amounts
due or to become due under any Account, contract, agreement or General
Intangible. In addition, the Security Interests created by this Agreement do not
extend to the last day of the term of any lease or agreement for lease of real
property. Such last day shall be held by the Grantor in trust for the
Collateral Agent and, on the exercise by the Collateral Agent of any of its
rights under this Agreement following the occurrence and during the continuance
of an Event of Default, will be assigned by the Grantor as directed by the
Collateral Agent.


 


(c)           Each
Grantor confirms that value has been given by the Collateral Agent and the
other Secured Parties to the Grantor, that the Grantor has rights in the
Collateral (other than after-acquired property) and that the Grantor and the
Collateral Agent have not agreed to postpone the time for attachment of the
Security Interests created by this Agreement to any of the Collateral.


 


(d)           Each
Grantor hereby irrevocably authorizes the Collateral Agent, in accordance with,
and to the extent consistent with, the Intercreditor Agreement, at any time and
from time to time to file in any relevant jurisdiction any financing statements
with respect to the Collateral or any part thereof and amendments thereto. Each
Grantor also ratifies its authorization for the Collateral Agent to file in any
relevant jurisdiction any financing statements or amendments thereto if filed
prior to the date hereof.


 


The Collateral Agent is further authorized to file
with the United States Patent and Trademark Office, the United States Copyright
Office or the Canadian Intellectual Property Office such documents as may be
necessary or advisable for the purpose of perfecting, confirming, continuing,
enforcing or protecting the Security Interest in and to the Intellectual
Property granted by each Grantor, without the signature of any Grantor (but,
prior to the occurrence of any Event of Default or Default, the Collateral
Agent shall provide notice of such filing to such Grantor), and naming any
Grantor or the Grantors as debtors and the Collateral Agent as secured party.


 


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SECTION 2.02.      No
Assumption of Liability. The Security Interest is granted as security only
and shall not subject the Collateral Agent or any other Secured Party to, or in
any way alter or modify, any obligation or liability of any Grantor with
respect to or arising out of the Collateral.


 


ARTICLE III


 


Representations and
Warranties


 


The Grantors jointly and severally represent and
warrant to the Collateral Agent and the Secured Parties that:


 


SECTION 3.01.      Title
and Authority. Each Grantor has good and valid rights in and title to the
Collateral with respect to which it has purported to grant a Security Interest
hereunder and has full power and authority to grant to the Collateral Agent the
Security Interest in such Collateral pursuant hereto and to execute, deliver
and perform its obligations in accordance with the terms of this Agreement,
without the consent or approval of any other Person other than any consent or
approval which has been obtained or the failure of which to obtain could not
reasonably be expected to have a Material Adverse Effect.


 


Each Grantor further represents and warrants that all
Intellectual Property owned by such Grantor, and all rights of the Grantor
pursuant to any Trademark License, Patent License or Copyright License to use
any Intellectual Property (collectively, “Intellectual Property Rights”),
are described in the attached schedules and the Perfection Certificate. To the
best of the Grantor’s knowledge, each such Intellectual Property Right is
valid, subsisting, unexpired, enforceable and has not been abandoned. Except as
set out in the Perfection Certificate and the schedules hereto, none of such
Intellectual Property Rights has been licensed or franchised by the Grantor to
any Person.


 


SECTION 3.02.      Filings.
(a) The Perfection Certificate has been duly prepared, completed and executed
and the information set forth therein is correct and complete. Personal Property Security Act financing
statements in each relevant jurisdiction are all the filings, recordings and
registrations (other than filings, recordings and registrations required to be
made in the United States Patent and Trademark Office, the United States
Copyright Office or the Canadian Intellectual Property Office in order to
perfect the Security Interest in Collateral consisting of Intellectual Property)
that are necessary to publish notice of and protect the validity of and to
establish a legal, valid and perfected security interest in favor of the
Collateral Agent (for the ratable benefit of the Secured Parties) in respect of
all Collateral in which the Security Interest may be perfected by filing,
recording or registration in any relevant jurisdiction, and no further or
subsequent filing, refiling, recording, rerecording, registration or
reregistration is necessary in any such jurisdiction, except as provided under
applicable law with respect to the filing of continuation statements and such
filings, recordings and registrations as may be necessary to perfect the
Security Interest as a result of any event described in Section 5.03 of the
Credit Agreement.


 


(b)           Each
Grantor represents and warrants that fully executed security agreements in the
form hereof (or a fully executed short-form agreement in form and substance
reasonably


 


11

















 


satisfactory to the Collateral Agent) and containing a
description of all Collateral consisting of Intellectual Property of such
Grantor acquired or developed in the United States (“U.S. Intellectual
Property”) shall have been received and recorded (i) on or before the date
of execution of this Agreement with respect to United States Patents, United
States registered Trademarks (and Trademarks for which United States
registration applications are pending) and United States registered Copyrights
owned by the Grantors prior to November 21, 2005 by the United States Patent
and Trademark Office and the United States Copyright Office and (ii) within 10
days after the execution of this Agreement with respect to United States
Patents, United States registered Trademarks (and Trademarks for which United
States registration applications are pending) and United States registered
Copyrights by the United States Patent and Trademark Office and the United
States Copyright Office acquired by the Grantors after November 21, 2005, in
each case pursuant to 35 U.S.C. § 261,
15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as
applicable, to protect the validity of and to establish a legal, valid and
perfected security interest in favor of the Collateral Agent (for the ratable
benefit of the Secured Parties) in respect of all Collateral consisting of U.S.
Intellectual Property in which a security interest may be perfected by filing,
recording or registration in the United States (or any political subdivision
thereof) and no further or subsequent filing, refiling, recording, rerecording,
registration or reregistration is necessary (other than such actions as are
necessary to perfect the Security Interest with respect to any Collateral
consisting of U.S. Intellectual Property (or registration or application for
registration thereof) acquired or developed after the date hereof).


 


SECTION 3.03.      Validity
of Security Interest. The Security Interest constitutes (a) a legal and
valid security interest in all the Collateral securing the payment and
performance of the Obligations, (b) subject to the filings described in Section
3.02, a perfected security interest in all Collateral in which a security
interest may be perfected by filing, recording or registering a financing
statement or analogous document in the United States or Canada (or any
political subdivision of either) pursuant to the Uniform Commercial Code, the
PPSA or other applicable law in such jurisdictions and (c) a security interest
that shall be perfected in all Collateral in which a security interest may be
perfected in the United States Patent and Trademark Office and the United
States Copyright Office upon the receipt and recording of this Agreement with
the United States Patent and Trademark Office and the United States Copyright
Office, as applicable, within the period provided in Section 3.02(b)
pursuant to 35 U.S.C. § 261, 15
U.S.C. § 1060 or 17 U.S.C. § 205
and otherwise as may be required pursuant to the laws of any other necessary
jurisdiction. The Security Interest is and shall be prior to any other Lien on
any of the Collateral, other than Liens expressly permitted to be prior to the
Security Interest pursuant to Section 6.03 of the Credit Agreement.


 


SECTION 3.04.      Absence
of Other Liens. Except for the Security Interest created by this Agreement
and other Liens expressly permitted pursuant to Section 6.03 of the Credit
Agreement, the Grantors own (or, with respect to any leased or licensed
property forming part of the Collateral, hold a valid leasehold or licensed
interest in) the Collateral free and clear of any Liens. No security agreement,
financing statement or other notice with respect to any or all of the
Collateral is on file or on record in any public office, except for filings in
favour of the Collateral Agent or with respect to Liens expressly permitted
pursuant to Section 6.03 of the Credit Agreement.


 


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ARTICLE IV


 


Covenants


 


SECTION 4.01.      Records.
Each Grantor agrees to maintain, at its own cost and expense, such complete and
accurate records with respect to the Collateral owned by it as is consistent
with its current practices and in accordance with such prudent and standard
practices used in industries that are the same as or similar to those in which
such Grantor is engaged, but in any event to include complete accounting
records indicating all payments and proceeds received with respect to any part
of the Collateral, and, at such time or times as the Collateral Agent may
reasonably request, promptly to prepare and deliver to the Collateral Agent a
duly certified schedule or schedules in form and detail reasonably satisfactory
to the Collateral Agent showing the identity, amount and location of any and
all Collateral.


 


SECTION 4.02.      Protection
of Security. Each Grantor shall, at its own cost and expense, take any and
all actions necessary to defend title to the Collateral against all persons and
to defend the Security Interest of the Collateral Agent in the Collateral and
the priority thereof against any Lien not expressly permitted pursuant to
Section 6.03 of the Credit Agreement.


 


SECTION 4.03.      Further
Assurances. Each Grantor agrees, at its own expense, to execute,
acknowledge, deliver and cause to be duly filed all such further instruments
and documents and take all such actions as the Collateral Agent, in accordance
with, and to the extent consistent with, the terms of the Intercreditor
Agreement, may from time to time reasonably request to better assure, preserve,
protect and perfect the Security Interest and the rights and remedies created
hereby, including the payment of any fees and taxes required in connection with
the execution and delivery of this Agreement, the granting of the Security
Interest and the filing of any financing statements or other documents in
connection herewith or therewith. If any amount payable under or in connection
with any of the Collateral shall be or become evidenced by any promissory note
or other instrument, such note or instrument shall be immediately pledged and
delivered to the Collateral Agent, duly endorsed in a manner satisfactory to
the Collateral Agent.


 


Without limiting the generality of the foregoing, each
Grantor hereby authorizes the Collateral Agent, with prompt notice thereof to
the Grantors, to supplement this Agreement by supplementing Schedule II,
III, IV or V or adding additional schedules hereto to
specifically identify any registered asset or item that may constitute
Copyrights, Patents or Trademarks; provided, however, that any
Grantor shall have the right, exercisable within [30 days] after it has been
notified by the Collateral Agent of the specific identification of such
Collateral, to advise the Collateral Agent in writing of any inaccuracy of the
representations and warranties made by such Grantor hereunder with respect to
such Collateral. Each Grantor agrees that it will use its best efforts to take
such action as shall be necessary in order that all representations and
warranties hereunder shall be true and correct with respect to such Collateral
within [30 days] after the date it has been notified by the Collateral Agent of
the specific identification of such Collateral.


 


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SECTION 4.04.      Inspection
and Verification. Subject to the limitations set forth in Section 5.09 of
the Credit Agreement, any Agent and such Persons as such Agent may reasonably
designate shall have the right, at the Grantors’ own cost and expense, to
inspect the Collateral, all records related thereto (and to make extracts and
copies from such records) and the premises upon which any of the Collateral is
located, to discuss the Grantors’ affairs with the officers of the Grantors and
their independent accountants and to verify under reasonable procedures the
validity, amount, quality, quantity, value, condition and status of, or any
other matter relating to, the Collateral, including, in the case of Accounts or
Collateral in the possession of any third party, by contacting Account Debtors
or the third person possessing such Collateral for the purpose of making such a
verification. The Agents shall have the absolute right to share any information
it gains from such inspection or verification with any Secured Party (it being
understood that any such information shall be deemed to be “Information”
subject to the provisions of Section 10.12 of the Credit Agreement).


 


SECTION 4.05.      Taxes;
Encumbrances. In accordance with, and to the extent consistent with, the
terms of the Intercreditor Agreement, at its option, the Collateral Agent may
discharge past due taxes, assessments, charges, fees, Liens, security interests
or other encumbrances at any time levied or placed on the Collateral and not
permitted pursuant to Section 6.03 of the Credit Agreement, and may pay for the
maintenance and preservation of the Collateral to the extent any Grantor fails
to do so as required by the Credit Agreement or this Agreement, and each
Grantor jointly and severally agrees to reimburse the Collateral Agent on
demand for any payment made or any expense incurred by the Collateral Agent
pursuant to the foregoing authorization; provided, however, that
nothing in this Section 4.05 shall be interpreted as excusing any
Grantor from the performance of, or imposing any obligation on the Collateral
Agent or any Secured Party to cure or perform, any covenants or other promises
of any Grantor with respect to taxes, assessments, charges, fees, Liens,
security interests or other encumbrances and maintenance as set forth herein or
in the other Loan Documents.


 


SECTION 4.06.      Assignment
of Security Interest. If at any time any Grantor shall take a security
interest in any property of an Account Debtor or any other Person to secure
payment and performance of an Account, such Grantor shall promptly assign such
security interest to the Collateral Agent. Such assignment need not be filed of
public record unless necessary to continue the perfected status of the security
interest against creditors of and transferees from the Account Debtor or other
Person granting the security interest.


 


SECTION 4.07.      Continuing
Obligations of the Grantors. Each Grantor shall remain liable to observe
and perform all the conditions and obligations to be observed and performed by
it under each contract, agreement or instrument relating to the Collateral, all
in accordance with the terms and conditions thereof, and each Grantor jointly
and severally agrees to indemnify and hold harmless the Collateral Agent and
the Secured Parties from and against any and all liability for such
performance.


 


SECTION 4.08.      Use
and Disposition of Collateral. None of the Grantors shall make or permit to
be made an assignment, pledge or hypothecation of the Collateral or shall grant
any other Lien in respect of the Collateral, except as expressly permitted by
Section 6.03 of the Credit Agreement. Unless and (in accordance with, and to
the extent consistent with, the terms of the Intercreditor Agreement) until the
Collateral Agent shall notify the Grantors that (i) an


 


14

















 


Event of Default shall have occurred and be continuing
and (ii) during the continuance thereof the Grantors shall not sell, convey,
lease, assign, transfer or otherwise dispose of any Collateral (which notice
may be given by telephone if promptly confirmed in writing), the Grantors may
use and dispose of the Collateral in any lawful manner not inconsistent with
the provisions of this Agreement, the Credit Agreement or any other Loan
Document. Without limiting the generality of the foregoing, each Grantor agrees
that it shall not permit any Inventory to be in the possession or control of
any warehouseman, bailee, agent or processor at any time, other than Inventory
that is in transit by any means, unless such warehouseman, bailee, agent or
processor shall have been notified of the Security Interest and each Grantor
shall use its best efforts to obtain a written agreement in form and substance
reasonably satisfactory to the Collateral Agent to hold the Inventory subject
to the Security Interest and the instructions of the Collateral Agent and to
waive and release any Lien held by it with respect to such Inventory, whether
arising by operation of law or otherwise.


 


SECTION 4.09.      Limitation
on Modification of Accounts. None of the Grantors will, without the
Collateral Agent’s prior written consent, grant any extension of the time of
payment of any of the Accounts Receivable, compromise, compound or settle the
same for less than the full amount thereof, release, wholly or partly, any
Person liable for the payment thereof or allow any credit or discount
whatsoever thereon, other than extensions, credits, discounts, compromises or
settlements granted or made in the ordinary course of business and consistent
with its current practices and in accordance with such prudent and standard
practices used in industries that are the same as or similar to those in which
such Grantor is engaged.


 


SECTION 4.10.      Insurance.
The Grantors, at their own expense, shall maintain or cause to be maintained
insurance covering physical loss or damage to the Inventory and Equipment in
accordance with Section 5.07 of the Credit Agreement. Subject to the
Intercreditor Agreement, each Grantor irrevocably makes, constitutes and
appoints the Collateral Agent (and all officers, employees or agents designated
by the Collateral Agent) as such Grantor’s true and lawful agent (and
attorney-in-fact) for the purpose, during the continuance of an Event of
Default, of making, settling and adjusting claims in respect of Collateral
under policies of insurance, endorsing the name of such Grantor on any check,
draft, instrument or other item of payment for the proceeds of such policies of
insurance and for making all determinations and decisions with respect thereto.
Subject to the Intercreditor Agreement, in the event that any Grantor at any
time or times shall fail to obtain or maintain any of the policies of insurance
required hereby or to pay any premium in whole or part relating thereto, the
Collateral Agent may, without waiving or releasing any obligation or liability
of the Grantors hereunder or any Event of Default, in its sole discretion,
obtain and maintain such policies of insurance and pay such premium and take
any other actions with respect thereto as the Collateral Agent deems reasonably
advisable. Subject to the Intercreditor Agreement, all sums disbursed by the
Collateral Agent in connection with this Section 4.10, including
reasonable attorneys’ fees, court costs, expenses and other charges relating
thereto, shall be payable, upon demand, by the Grantors to the Collateral Agent
and shall be additional Obligations secured hereby.


 


SECTION 4.11.      Legend.
Each Grantor shall legend, in form and manner reasonably satisfactory to the
Collateral Agent, its Accounts Receivable and its books, records and documents
evidencing or pertaining thereto with an appropriate reference to the fact that
such


 


15

















 


Accounts Receivable have been assigned to the
Collateral Agent for the benefit of the Secured Parties and that the Collateral
Agent has a security interest therein.


 


SECTION 4.12.      Covenants
Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor
agrees that it will not, nor will it permit any of its licensees to, do any
act, or omit to do any act, whereby any Patent which is material to the conduct
of such Grantor’s business may become invalidated or dedicated to the public,
and agrees, to the extent practicable, that it shall continue to mark any
products covered by a Patent with the relevant patent number as necessary and sufficient
to establish and preserve its maximum rights under applicable patent laws.


 


(b)           Each
Grantor (either itself or through its licensees or its sublicensees) will, for
each Trademark material to the conduct of such Grantor’s business, (i) maintain
such Trademark in full force free from any claim of abandonment or invalidity
for nonuse, (ii) maintain the quality of products and services offered under
such Trademark, (iii) display such Trademark with notice of Federal or foreign
registration to the extent necessary and sufficient to establish and preserve
its maximum rights under applicable law and (iv) not knowingly use or knowingly
permit the use of such Trademark in violation of any third party rights.


 


(c)           Each
Grantor (either itself or through licensees) will, for each work covered by a
material Copyright, continue to publish, reproduce, display, adopt and
distribute the work with appropriate copyright notice as necessary and
sufficient to establish and preserve its maximum rights under applicable copyright
laws.


 


(d)           Each
Grantor shall notify the Collateral Agent promptly if it knows that any Patent,
Trademark or Copyright material to the conduct of its business may become
abandoned, lost or dedicated to the public, or of any adverse determination or
development (including the institution of, or any such determination or
development in, any proceeding in the United States Patent and Trademark Office
or United States Copyright Office for U.S. Intellectual Property, or the
Canadian Intellectual Property Office for Intellectual Property) regarding such
Grantor’s ownership of any Patent, Trademark or Copyright, its right to
register the same, or to keep and maintain the same.


 


(e)           In
no event shall any Grantor, either itself or through any agent, employee,
licensee or designee, file an application for any Patent, Trademark or
Copyright (or for the registration of any Trademark or Copyright) with the
United States Patent and Trademark Office, United States Copyright Office for
U.S. Intellectual Property or the Canadian Intellectual Property Office for
Intellectual Property, unless it (i) in the case of any Patent or Trademark,
promptly informs the Collateral Agent and (ii) in the case of any Copyright,
gives five (5) Business Days prior written notice thereof to the Collateral
Agent, and, in accordance with, and to the extent consistent with, the terms of
the Intercreditor Agreement, upon request of the Collateral Agent, executes and
delivers any and all agreements, instruments, documents and papers as the Collateral
Agent may request to evidence the Collateral Agent’s security interest in such
Patent, Trademark or Copyright, and, in accordance with, and to the extent
consistent with, the terms of the Intercreditor Agreement, each Grantor hereby
appoints the Collateral Agent as its attorney-in-fact to execute and file such
writings for the foregoing purposes (and, prior to the occurrence of any Event
of Default or Default, such Grantor shall be notified of such filing), all


 


16

















 


acts of such attorney being hereby ratified and
confirmed; such power, being coupled with an interest, is irrevocable.


 


(f)            Each
Grantor will take all necessary steps that are consistent with the practice in
any proceeding before the United States Patent and Trademark Office, United
States Copyright Office for U.S. Intellectual Property or the Canadian
Intellectual Property Office for Intellectual Property, to maintain and pursue
each material application relating to the Patents, Trademarks and/or Copyrights
(and to obtain the relevant grant or registration) and to maintain each issued
Patent and each registration of the Trademarks and Copyrights that is material
to the conduct of any Grantor’s business, including timely filings of applications
for renewal, affidavits of use, affidavits of incontestability and payment of
maintenance fees, and, if consistent with good business judgment, to initiate
opposition, interference and cancellation proceedings against third parties.


 


(g)           In
the event that any Grantor has reason to believe that any Collateral consisting
of a Patent, Trademark or Copyright material to the conduct of any Grantor’s
business has been or is about to be infringed, misappropriated or diluted by a
third party, such Grantor promptly shall notify the Collateral Agent and shall,
if consistent with good business judgment, promptly sue for infringement,
misappropriation or dilution and to recover any and all damages for such
infringement, misappropriation or dilution, and take such other actions as are
appropriate under the circumstances to protect such Collateral.


 


(h)           Upon
and during the continuance of an Event of Default, each Grantor shall use its
reasonable best efforts to obtain all requisite consents or approvals by the
licensor of each Copyright License, Patent License or Trademark License to
effect the assignment of all of such Grantor’s right, title and interest
thereunder to the Collateral Agent or their designees for the benefit of the
Secured Parties in accordance with the Intercreditor Agreement.


 


SECTION 4.13.      Deposit
Accounts. Each Grantor will, on or before the Effective Date, enter into
control agreements in form and substance reasonably satisfactory to the
Collateral Agent with each depository bank (other than the Collateral Agent)
with which it maintains any deposit accounts (other than, prior to the 2004
Notes First Lien Transition Date, the Notes Collateral Account (each as defined
in the Intercreditor Agreement)) and thereafter shall cause all cash held by
such Grantor (other than, prior to the 2004 Notes First Lien Transition Date,
cash held by such Grantor in a Notes Collateral Account in accordance with the
terms of the 2004 Indenture (as in effect on the date hereof) to be maintained
in such accounts.


 


SECTION 4.14.      Letter-of-Credit
Rights. If any Grantor is at any time a beneficiary under a letter of
credit now or hereafter issued in favor of such Grantor in an amount exceeding
U.S.$1,000,000, such Grantor shall promptly notify the Collateral Agent thereof
and, at the request and option of the Collateral Agent, such Grantor shall,
pursuant to an agreement in form and substance reasonably satisfactory to the
Collateral Agent, either (i) arrange for the issuer and any confirmer of such
letter of credit to consent to an assignment to the Collateral Agent of the
proceeds of any drawing under the letter of credit or (ii) arrange for the
Collateral Agent to become the transferee beneficiary of the letter of credit,
with the Collateral Agent agreeing, in each case, that the proceeds of any
drawing under the letter of credit are to be paid to the applicable Grantor
unless an Event of Default has occurred or is continuing.


 


17

















 


ARTICLE V


 


Collections


 


SECTION 5.01.      Cash
Management Accounts. (a) Each Grantor will establish and maintain, on or
before the Effective Date, (i) one Cash Concentration Account and (ii) one or
more Collection Deposit Accounts, in the case of this clause (ii), with the
Collateral Agent or with any financial institution selected by such Grantor
that (A) is reasonably satisfactory to the Collateral Agent and (B) enters into
a Collection Deposit Letter Agreement with respect to the Collection Deposit
Accounts of such Grantor with such financial institution. Each financial
institution with which a Collection Deposit Account is maintained is referred
to herein as a “Collection Deposit Bank”.


 


(b)           Each
Grantor, commencing on the Effective Date, will deposit on each Business Day
all Daily Receipts into either (i) a Collection Deposit Account or (ii) a Cash
Concentration Account. Each Grantor shall use all reasonable efforts to prevent
any funds that are not Daily Receipts from being deposited into, or otherwise
commingled with, the funds held in the Collection Deposit Accounts or the Cash
Concentration Accounts.


 


(c)           On
each Business Day, all collected funds on deposit in each Collection Deposit
Account will be transferred to the applicable Cash Concentration Account to the
extent provided in the applicable Collection Deposit Letter Agreement.


 


(d)           On
each Business Day, all collected funds on deposit in the Cash Concentration
Accounts will be transferred to the Collateral Proceeds Account to be applied
by the Administrative Agent, on behalf of the Borrowers, to prepay Revolving
Loans, Swingline Loans and Protective Advances in the manner provided in
Section 2.10 of the Credit Agreement, until all outstanding Swingline Loans and
Revolving Borrowings have been repaid, and thereafter to be transferred to the
General Funds Account, subject to paragraph (f) below.


 


(e)           No
Grantor shall have any control over, or any right or power to withdraw any
funds on deposit in, any Collection Deposit Account or Cash Concentration
Account; provided, however, that any Grantor may instruct any
Collection Deposit Bank to withdraw funds from its Collection Deposit Account
to honor ACH instructions of such Grantor to transfer funds to the Cash
Concentration Account. The Parent Borrower may at any time withdraw any funds
contained in the General Funds Account for use, subject to the provisions of
the Credit Agreement, for general corporate purposes.


 


(f)            Upon
the occurrence and during the continuance of an Event of Default, any funds
held in the Collection Deposit Accounts, the Cash Concentration Accounts or the
Collateral Proceeds Account may be applied as provided in Section 2.17(b) of
the Credit Agreement so long as an Event of Default is continuing. The
Collateral Agent will not be required to transfer any funds from the Collateral
Proceeds Account to the General Funds Account until all Events of Default are
cured or waived.


 


(g)           All
payments by any Grantor into any Collection Deposit Account or Cash
Concentration Account pursuant to this Article V, whether in the form of
cash, checks, notes,


 


18

















 


drafts, bills of exchange, money orders or otherwise,
shall be deposited in the relevant Collection Deposit Account or Cash
Concentration Account in precisely the form in which received (but with any
endorsements of such Grantor necessary for deposit or collection), and until
they are so deposited such payments shall be held in trust by such Grantor for
and as the property of the Collateral Agent.


 


SECTION 5.02.      Collections.
(a) Each Grantor agrees promptly to notify and direct each Account Debtor and
every other Person obligated to make payments with respect to the Accounts
Receivable or Inventory to make all such payments directly to a Collection
Deposit Account or the applicable Cash Concentration Account (subject to the
proviso in the following sentence). Each Grantor shall use all reasonable
efforts to cause each Account Debtor and every other Person identified in the
preceding sentence to make all payments with respect to the Accounts Receivable
or Inventory either directly to a Collection Deposit Account or a Cash
Concentration Account; provided that Credit Card Payments shall be made
directly to the Cash Concentration Account.


 


(b)           In
the event that a Grantor directly receives any Daily Receipts, notwithstanding
the arrangements for payment directly into the Collection Deposit Accounts
pursuant to Section 5.02, such remittances shall be held for the benefit
of the Collateral Agent and the Secured Parties and shall be segregated from
other funds of such Grantor, subject to the Security Interest granted hereby,
and such Grantor shall cause such remittances and payments to be deposited into
a Collection Deposit Account or a Cash Concentration Account, as applicable, as
soon as practicable after such Grantor’s receipt thereof.


 


(c)           Without
the prior written consent of the Collateral Agent, no Grantor shall, under any
circumstances whatsoever, change the general instructions given to Account
Debtors and other Persons obligated to make payments with respect to the
Accounts Receivable or Inventory regarding the deposit of payments with respect
to the Accounts Receivable or Inventory in a Collection Deposit Account or a
Cash Concentration Account, as applicable. Each Grantor shall, and the
Collateral Agent hereby authorizes each Grantor to, enforce and collect all
amounts owing with respect to the Accounts Receivable or Inventory for the
benefit and on behalf of the Collateral Agent and the other Secured Parties; provided,
however, that such privilege may at the option of the Collateral Agent
be terminated upon the occurrence and during the continuance of an Event of
Default.


 


ARTICLE VI


 


Power of Attorney


 


SECTION 6.01.      Each
Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and
all officers, employees or agents designated by the Collateral Agent) as such
Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the
Collateral Agent shall have the right, with power of substitution for each
Grantor and in each Grantor’s name or otherwise, for the use and benefit of the
Collateral Agent and the Secured Parties, upon the occurrence and during the
continuance of an Event of Default (a) to receive, endorse, assign and/or
deliver any and all notes, acceptances, checks, drafts, money orders or other
evidences of payment relating to the Collateral or any part thereof; (b) to
demand, collect, receive payment of,


 


19

















 


give receipt for and give discharges and releases of
all or any of the Collateral; (c) to sign the name of any Grantor on any
invoice or bill of lading relating to any of the Collateral; (d) to send
verifications of Accounts Receivable to any Account Debtor; (e) to commence and
prosecute any and all suits, actions or proceedings at law or in equity in any
court of competent jurisdiction to collect or otherwise realize on all or any
of the Collateral or to enforce any rights in respect of any Collateral; (f) to
settle, compromise, compound, adjust or defend any actions, suits or proceedings
relating to all or any of the Collateral; (g) to notify, or to require any
Grantor to notify, Account Debtors to make payment directly to the Collateral
Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with
respect to or otherwise deal with all or any of the Collateral, and to do all
other acts and things necessary to carry out the purposes of this Agreement, as
fully and completely as though the Collateral Agent were the absolute owner of
the Collateral for all purposes; provided, however, that nothing
herein contained shall be construed as requiring or obligating the Collateral
Agent or any Secured Party to make any commitment or to make any inquiry as to
the nature or sufficiency of any payment received by the Collateral Agent or
any Secured Party, or to present or file any claim or notice, or to take any
action with respect to the Collateral or any part thereof or the moneys due or
to become due in respect thereof or any property covered thereby, and no action
taken or omitted to be taken by the Collateral Agent or any Secured Party with
respect to the Collateral or any part thereof shall give rise to any defense,
counterclaim or offset in favor of any Grantor or (unless such action is the
result of gross negligence or willful misconduct) to any claim or action
against the Collateral Agent or any Secured Party. It is understood and agreed
that the appointment of the Collateral Agent as the agent and attorney-in-fact
of the Grantors for the purposes set forth above is coupled with an interest
and is irrevocable. The provisions of this Section shall in no event relieve
any Grantor of any of its obligations hereunder or under any other Loan
Document with respect to the Collateral or any part thereof or impose any
obligation on the Collateral Agent or any Secured Party to proceed in any
particular manner with respect to the Collateral or any part thereof, or in any
way limit the exercise by the Collateral Agent or any Secured Party of any
other or further right which it may have on the date of this Agreement or
hereafter, whether hereunder, under any other Loan Document, by law or
otherwise.


 


Notwithstanding anything in this Article VI to
the contrary, the Collateral Agent agrees that it will not exercise any rights
under the power of attorney provided for in this Article VI unless it
does so in accordance with, and to the extent consistent with, the
Intercreditor Agreement.


 


ARTICLE VII


 


Remedies


 


SECTION 7.01.      Remedies
upon Default. In accordance with, and to the extent consistent with, the
terms of the Intercreditor Agreement, upon the occurrence and during the
continuance of an Event of Default, each Grantor agrees to deliver each item of
Collateral to the Collateral Agent on demand, and it is agreed that the
Collateral Agent shall have the right to take any of or all the following
actions at the same or different times: (a) with respect to any Collateral
consisting of Intellectual Property, on demand, to cause the Security Interest
to become an assignment, transfer and conveyance of any of or all such
Collateral by the applicable Grantors to the Collateral Agent, or to license or
sublicense, whether general, special or


 


20

















 


otherwise, and whether on an exclusive or nonexclusive
basis, any such Collateral throughout the world on such terms and conditions
and in such manner as the Collateral Agent shall determine (other than in
violation of any then-existing licensing or contractual arrangements to the
extent that waivers cannot be obtained), and (b) with or without legal process
and with or without prior notice or demand for performance, to take possession
of the Collateral and without liability for trespass to enter any premises
where the Collateral may be located for the purpose of taking possession of or
removing the Collateral and, generally, to exercise any and all rights afforded
to a secured party under the PPSA and any other applicable statute, or
otherwise available to the Collateral Agent at law or in equity. Without limiting
the generality of the foregoing, in accordance with, and to the extent
consistent with, the terms of the Intercreditor Agreement, each Grantor agrees
that the Collateral Agent shall have the right, subject to the mandatory
requirements of applicable law, to sell or otherwise dispose of all or any part
of the Collateral, at public or private sale or at any broker’s board or on any
securities exchange, for cash, upon credit or for future delivery as the
Collateral Agent shall deem appropriate. The Collateral Agent shall be
authorized at any such sale (if it deems it advisable to do so) to restrict the
prospective bidders or purchasers to persons who will represent and agree that
they are purchasing the Collateral for their own account for investment and not
with a view to the distribution or sale thereof, and upon consummation of any
such sale the Collateral Agent shall have the right to assign, transfer and
deliver to the purchaser or purchasers thereof the Collateral so sold. Each
such purchaser at any such sale shall hold the property sold absolutely, free
from any claim or right on the part of any Grantor, and each Grantor hereby
waives (to the extent permitted by law) all rights of redemption, stay and
appraisal which such Grantor now has or may at any time in the future have
under any rule of law or statute now existing or hereafter enacted.


 


The Collateral Agent shall give the Grantors such
prior written notice of the Collateral Agent’s intention to make any sale of
Collateral as may be required by the PPSA or other applicable law. Such notice,
in the case of a public sale, shall state the time and place for such sale and,
in the case of a sale at a broker’s board or on a securities exchange, shall
state the board or exchange at which such sale is to be made and the day on
which the Collateral, or portion thereof, will first be offered for sale at
such board or exchange. Any such public sale shall be held at such time or
times within ordinary business hours and at such place or places as the
Collateral Agent may fix and state in the notice (if any) of such sale. At any
such sale, the Collateral, or portion thereof, to be sold may be sold in one
lot as an entirety or in separate parcels, as the Collateral Agent may (in its
sole and absolute discretion) determine. The Collateral Agent shall not be
obligated to make any sale of any Collateral if it shall determine not to do
so, regardless of the fact that notice of sale of such Collateral shall have
been given. The Collateral Agent may, without notice or publication, adjourn
any public or private sale or cause the same to be adjourned from time to time
by announcement at the time and place fixed for sale, and such sale may,
without further notice, be made at the time and place to which the same was so
adjourned. In case any sale of all or any part of the Collateral is made on
credit or for future delivery, the Collateral so sold may be retained by the
Collateral Agent until the sale price is paid by the purchaser or purchasers
thereof, but the Collateral Agent shall not incur any liability in case any
such purchaser or purchasers shall fail to take up and pay for the Collateral
so sold and, in case of any such failure, such Collateral may be sold again
upon like notice. At any public (or, to the extent permitted by law, private)
sale made pursuant to this Section, any Secured Party may bid for or purchase,
free (to the extent permitted by law) from any right of redemption, stay,
valuation or appraisal on the part of any Grantor (all said rights being also
hereby waived and


 


21

















 


released to
the extent permitted by law), the Collateral or any part thereof offered for
sale and may make payment on account thereof by using any claim then due and
payable to such Secured Party from any Grantor as a credit against the purchase
price, and such Secured Party may, upon compliance with the terms of sale,
hold, retain and dispose of such property without further accountability to any
Grantor therefor. For purposes hereof, a written agreement to purchase the
Collateral or any portion thereof shall be treated as a sale thereof; the
Collateral Agent shall be free to carry out such sale pursuant to such
agreement and no Grantor shall be entitled to the return of the Collateral or
any portion thereof subject thereto, notwithstanding the fact that after the
Collateral Agent shall have entered into such an agreement all Events of
Default shall have been remedied and the Obligations paid in full. As an
alternative to exercising the power of sale herein conferred upon it, in
accordance with, and to the extent consistent with, the terms of the
Intercreditor Agreement, the Collateral Agent may (i) proceed by a suit or
suits at law or in equity to foreclose this Agreement and to sell the
Collateral or any portion thereof pursuant to a judgment or decree of a court
or courts having competent jurisdiction or pursuant to a proceeding by a
court-appointed receiver or (ii) appoint by instrument in writing one or more
Receivers of any Grantor or any or all of the Collateral with such rights,
powers and authority (including any or all of the rights, powers and authority
of the Collateral Agent under this Agreement) as may be provided for in the
instrument of appointment or any supplemental instrument, and remove and
replace any such Receiver from time to time to the extent permitted by
applicable law. Any Receiver appointed by the Collateral Agent will (for
purposes relating to responsibility for the Receiver’s acts or omissions) be
considered to be the agent of such Grantor and not of the Collateral Agent.


 


SECTION 7.02.      Standstill and Enforcement Rights of
the Domestic B Agent and the Domestic B Lenders. Notwithstanding any rights
or remedies available to the Secured Parties, under any of the Loan Documents,
applicable law or otherwise, prior to the Maturity Date, the Domestic B Agent
and the Domestic B Lenders shall not exercise any Lien Enforcement Action with
respect to any Collateral or exercise any remedies with respect thereto
(including, by setoff or notification of account debtors) or commence any legal
proceedings against or with respect to any Collateral to facilitate a Lien
Enforcement Action; provided, that (i) if the Domestic B Agent
determines in its commercially reasonable judgment that Exigent Circumstances
exist with respect to the Obligations owing to the Domestic B Lenders or the
Collateral, the Domestic B Agent may instruct the Collateral Agent to take any
action to enforce its Liens on the Collateral, or (ii) absent the existence of
any Exigent Circumstances, upon the occurrence of an Event of Default under the
Credit Agreement (A) the Domestic B Agent may instruct the Administrative Agent
to accelerate (to the extent not already due) all indebtedness of the Borrowers
thereunder and (B) commencing 120 days after the receipt by the Administrative
Agent of the demand to so accelerate (or the earlier acceleration of the
Loans), the Domestic B Agent may instruct the Collateral Agent to take any
action to enforce its Liens on the Collateral, but in any such case, the
Domestic B Agent may only make such demand to the Collateral Agent if the
Collateral Agent is not itself diligently pursuing in good faith the exercise
of its enforcement rights or remedies against, or diligently in good faith
attempting to vacate any stay or enforcement of its Lien on such Collateral.
Nothing contained in this Section 7.02 shall restrict the Domestic B
Agent from engaging consultants and performing audits, examinations, and
appraisals of the Collateral in advance of taking any Lien Enforcement Action.


 


22

















 


SECTION 7.03.      Grant of License to Use Intellectual
Property. In accordance with, and to the extent consistent with, the terms
of the Intercreditor Agreement, for the purpose of enabling the Collateral
Agent to exercise rights and remedies under this Article at such time as the
Collateral Agent shall be lawfully entitled to exercise such rights and
remedies, each Grantor hereby grants to the Collateral Agent an irrevocable,
non-exclusive license (exercisable without payment of royalty or other
compensation to the Grantors) to the extent that such license does not violate
any then existing licensing arrangements (to the extent that waivers cannot be
obtained) to use, license or sub-license any of the Collateral consisting of Intellectual
Property now owned or hereafter acquired by such Grantor, and wherever the same
may be located, and including in such license reasonable access to all media in
which any of the licensed items may be recorded or stored and to all computer
software and programs used for the compilation or printout thereof and
sufficient rights of quality control in favor of Grantor to avoid the
invalidation of the Trademarks subject to the license. The use of such license
by the Collateral Agent shall be exercised, at the option of the Collateral
Agent, upon the occurrence and during the continuation of an Event of Default; provided
that any license, sub-license or other transaction entered into by the
Collateral Agent in accordance herewith shall be binding upon the Grantors
notwithstanding any subsequent cure of an Event of Default.


 


ARTICLE VIII


 


Miscellaneous


 


SECTION 8.01.      Notices. All communications and
notices hereunder shall (except as otherwise expressly permitted herein) be in
writing and given as provided in Section 10.01 of the Credit Agreement. All
communications and notices hereunder to any Grantor shall be given to it at its
address or telecopy number set forth on Schedule I, with a copy to the
Parent Borrower.


 


SECTION 8.02.      Security Interest Absolute. All
rights of the Collateral Agent hereunder, the Security Interest and all
obligations of the Grantors hereunder shall be absolute and unconditional
irrespective of (a) any lack of validity or enforceability of the Credit
Agreement, any other Loan Document, any agreement with respect to any of the
Obligations or any other agreement or instrument relating to any of the
foregoing, (b) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations, or any other amendment or waiver
of or any consent to any departure from the Credit Agreement, any other Loan
Document or any other agreement or instrument, (c) any exchange, release or
non-perfection of any Lien on other collateral, or any release or amendment or
waiver of or consent under or departure from any guarantee, securing or
guaranteeing all or any of the Obligations, or (d) any other circumstance that
might otherwise constitute a defense available to, or a discharge of, any
Grantor in respect of the Obligations or this Agreement.


 


SECTION 8.03.      Survival of Agreement. All
covenants, agreements, representations and warranties made by any Grantor
herein and in the certificates or other instruments prepared or delivered in
connection with or pursuant to this Agreement shall be considered to have been
relied upon by the Secured Parties and shall survive the making by the Lenders
of the Loans, and the execution and delivery to the Lenders of any notes
evidencing such Loans, regardless of any


 


23

















 


investigation
made by the Lenders or on their behalf, and shall continue in full force and
effect until this Agreement shall terminate.


 


SECTION 8.04.      Binding Effect; Several Agreement.
This Agreement shall become effective as to any Grantor when a counterpart
hereof executed on behalf of such Grantor shall have been delivered to the
Collateral Agent and a counterpart hereof shall have been executed on behalf of
the Collateral Agent, and thereafter shall be binding upon such Grantor and the
Collateral Agent and their respective successors and assigns, and shall inure
to the benefit of such Grantor, the Collateral Agent and the other Secured
Parties and their respective successors and assigns, except that no Grantor
shall have the right to assign or transfer its rights or obligations hereunder
or any interest herein or in the Collateral (and any such assignment or
transfer shall be void) except as expressly contemplated by this Agreement or
the Credit Agreement. This Agreement shall be construed as a separate agreement
with respect to each Grantor and may be amended, modified, supplemented, waived
or released with respect to any Grantor without the approval of any other
Grantor and without affecting the obligations of any other Grantor hereunder.


 


SECTION 8.05.      Successors and Assigns. Whenever in
this Agreement any of the parties hereto is referred to, such reference shall
be deemed to include the successors and assigns of such party; and all
covenants, promises and agreements by or on behalf of any Grantor or the
Collateral Agent that are contained in this Agreement shall bind and inure to
the benefit of their respective successors and assigns.


 


SECTION 8.06.      Collateral Agent’s Expenses;
Indemnification. In accordance with, and to the extent consistent with, the
terms of the Intercreditor Agreement, (a) each Grantor jointly and severally
agrees to pay upon demand to the Collateral Agent the amount of any and all
reasonable expenses, including the reasonable fees, disbursements and other
charges of its counsel and of any experts or agents, which the Collateral Agent
may incur in connection with (i) the administration of this Agreement, (ii) the
custody or preservation of, or the sale of, collection from or other
realization upon any of the Collateral, (iii) the exercise, enforcement or
protection of any of the rights of the Collateral Agent hereunder or (iv) the
failure of any Grantor to perform or observe any of the provisions hereof.


 


(b)           Without limitation of its
indemnification obligations under the other Loan Documents, each Grantor
jointly and severally agrees to indemnify the Collateral Agent and the other
Indemnitees against, and hold each of them harmless from, any and all losses,
claims, damages, liabilities and related expenses, including reasonable fees,
disbursements and other charges of counsel, incurred by or asserted against any
of them arising out of, in any way connected with, or as a result of, the
execution, delivery or performance of this Agreement or any claim, litigation,
investigation or proceeding relating hereto or to the Collateral, whether or
not any Indemnitee is a party thereto; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses have resulted from the gross
negligence or willful misconduct of such Indemnitee.


 


(c)           Any such amounts payable as provided
hereunder shall be additional Obligations secured hereby and by the other
Security Documents. The provisions of this Section 8.06 shall remain operative and in full force
and effect regardless of the termination of this Agreement or


 


24

















 


any other Loan
Document, the consummation of the transactions contemplated hereby, the
repayment of any of the Loans, the invalidity or unenforceability of any term
or provision of this Agreement or any other Loan Document, or any investigation
made by or on behalf of the Collateral Agent or any Lender. All amounts due
under this Section 8.06 shall
be payable on written demand therefor.


 


SECTION 8.07.      GOVERNING
LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA
APPLICABLE THEREIN.


 


SECTION 8.08.      Waivers; Amendment. (a) No failure
or delay of the Collateral Agent in exercising any power or right hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof
or the exercise of any other right or power. The rights and remedies of the
Collateral Agent hereunder and of the Collateral Agent, the Issuing Bank, the
Administrative Agent, the other Agents and the Lenders under the other Loan
Documents are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provisions of this Agreement or any
other Loan Document or consent to any departure by any Grantor therefrom shall
in any event be effective unless the same shall be permitted by paragraph (b)
below, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice to or demand on any
Grantor in any case shall entitle such Grantor or any other Grantor to any
other or further notice or demand in similar or other circumstances.


 


(b)           Neither this Agreement nor any
provision hereof may be waived, amended or modified except (i) pursuant to an
agreement or agreements in writing entered into by the Collateral Agent and the
Grantor or Grantors with respect to which such waiver, amendment or
modification is to apply, subject to (A) any consent required in accordance
with Section 10.02 of the Credit Agreement and (B) to the limitations in the
Intercreditor Agreement or (ii) as provided in the Intercreditor Agreement.


 


SECTION 8.09.      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 AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. 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 AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.09.


 


25

















 


SECTION 8.10.      Severability. In the event any one
or more of the provisions contained in this Agreement should be held invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any
way be affected or impaired thereby (it being understood that the invalidity of
a particular provision in a particular jurisdiction shall not in and of itself
affect the validity of such provision in any other jurisdiction). The parties
shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.


 


SECTION 8.11.      Counterparts. This Agreement may be
executed in any number of counterparts, each of which shall constitute an
original but all of which when taken together shall constitute but one contract
(subject to Section 8.04), and shall become effective as provided in Section
8.04. Delivery of an executed signature page to this Agreement by facsimile
transmission or other electronic transmission shall be effective as delivery of
a manually executed counterpart hereof,


 


SECTION 8.12.      Headings. Article and Section
headings used herein are for the purpose of reference only, are not part of
this Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.


 


SECTION 8.13.      Jurisdiction; Consent to Service of
Process. (a) Each Grantor hereby irrevocably and unconditionally submits,
for itself and its property, to the nonexclusive jurisdiction of any Ontario
court or federal court of Canada sitting in such province, and any appellate
court from any thereof, in any action or proceeding arising out of or relating
to this Agreement, 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 Ontario court 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.
Nothing in this Agreement shall affect any right that the Collateral Agent, the
Administrative Agent, the Issuing Bank or any Lender may otherwise have to
bring any action or proceeding relating to this Agreement or the other Loan
Documents against any Grantor or its properties in the courts of any
jurisdiction.


 


(b)           Each Grantor 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 Agreement in
any Ontario court or federal court of Canada sitting in such province. 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.


 


(c)           Each party to this Agreement
irrevocably consents to service of process in the manner provided for notices
in Section 8.01. Nothing in this Agreement will affect the right of any
party to this Agreement to serve process in any other manner permitted by law.


 


SECTION 8.14.      Termination. (a) This Agreement and
the Security Interest shall continue in effect (notwithstanding the fact that
from time to time there may be no Obligations


 


26

















 


outstanding)
until (i) the Credit Agreement has terminated pursuant to its express terms and
(ii) all of the Obligations (other than contingent obligations for which no
claim has been made) have been indefeasibly paid and performed in full (or with
respect to any outstanding Letters of Credit, a cash deposit has been delivered
to the Administrative Agent as required by the Credit Agreement) and no
commitments of the Agents or the Lenders which would give rise to any
Obligations are outstanding. Upon payment in full in cash of the outstanding
Obligations and the expiration or termination of the Commitments, the security
interest granted hereby shall terminate and all rights to the Collateral shall
revert to the Grantors or any other Person entitled thereto. Upon such
termination, the Administrative Agent will authorize the filing of appropriate
UCC termination statements to terminate such security interests and shall, at
the expense of the Grantors, execute and deliver to such Grantor such documents
as such Grantor shall reasonably request to evidence the termination of such
security interests or the release of such Collateral, as applicable.


 


(b)           A Grantor shall automatically be
released from its obligations hereunder and the Security Interest in the
Collateral of such Grantor shall be automatically released in the event that
all the capital stock of such Grantor shall be sold, transferred or otherwise
disposed of to a Person that is not an Affiliate of the Parent Borrower in
accordance with the terms of the Credit Agreement; provided that the
Required Lenders shall have consented to such sale, transfer or other
disposition (to the extent required by the Credit Agreement) and the terms of
such consent did not provide otherwise.


 


(c)           Upon any sale or other transfer by
any Grantor of any Collateral that is permitted under the Credit Agreement, provided
that the Required Lenders shall have consented to such transaction (to the
extent required by the Credit Agreement) and the terms of such consent did not
provide otherwise, or upon the effectiveness of any written consent to the
release of the security interest granted hereby in any Collateral pursuant to
Section 10.02 of the Credit Agreement, the security interest in such Collateral
shall be automatically released.


 


(d)           If any of the 2004 Notes First Lien
Collateral (as defined in the Intercreditor Agreement) shall become subject to
the release provisions set forth in Section 5.l(c) of the Intercreditor
Agreement, such Collateral shall be automatically released from the Security
Interest to the extent provided in Section 5.1 (c) of the Intercreditor
Agreement.


 


(e)           In connection with any termination or
release pursuant to paragraph (a), (b), (c) or (d) above, the Collateral Agent
shall execute and deliver to the Grantors, at the Grantors’ expense, all Personal Property Security Act financing
change statements and similar documents which the Grantor shall reasonably
request to evidence such termination or release. Any execution and delivery of
termination statements or release documents pursuant to this Section 8.14
shall be without recourse to or warranty by the Collateral Agent.


 


SECTION 8.15.      Additional Grantors. Upon execution
and delivery by the Collateral Agent and a Subsidiary organized under the laws
of Canada or any province thereof of an instrument in the form of Annex 2,
such Subsidiary shall become a Grantor hereunder with the same force and effect
as if originally named as a Grantor herein. The execution and delivery of any
such instrument shall not require the consent of any Grantor hereunder. The
rights and


 


27

















 


obligations of
each Grantor hereunder shall remain in full force and effect notwithstanding
the addition of any new Grantor as a party to this Agreement.


 


SECTION 8.16.      Subject to Intercreditor Agreement.
Notwithstanding anything herein to the contrary, the Lien and security interest
granted to the Collateral Agent pursuant to this Agreement and the exercise of
any right or remedy by the Collateral Agent hereunder are subject to the
provisions of the Intercreditor Agreement. In the event of any conflict between
the terms of the Intercreditor Agreement and this Agreement, the terms of the
Intercreditor Agreement shall govern.


 


SECTION 8.17.      2004 Indenture. The Collateral
Agent acknowledges and agrees, on behalf of itself and the Secured Parties,
that, any provision of this Agreement to the contrary notwithstanding, until
the 2004 Notes First Lien Transition Date (as defined in the Intercreditor
Agreement), the Grantors shall not be required to act or refrain from acting
with respect to any 2004 Notes First Lien Collateral on which the 2004 Trustee
(as defined in the Intercreditor Agreement) has a Lien superior in priority to
the Collateral Agent’s Lien thereon in any manner that would result in a
default under the terms and provisions of the 2004 Indenture (as defined in the
Intercreditor Agreement).


 


SECTION 8.18.      Reaffirmation of Grantor Obligations.
This Agreement constitutes an amendment and restatement of the Prior Canadian
Security Agreement. Each of the parties hereto acknowledges and agrees that the
Obligations represent, among other things, the amendment, restatement, renewal,
extension, consolidation and modification of the obligations of Grantors under
the Prior Canadian Security Agreement. Each of the parties hereto further
acknowledges and agrees that this Agreement supercedes and replaces the Prior
Canadian Security Agreement but does not extinguish the obligations thereunder
and that by entering into and performing its obligations hereunder, this
transaction shall not constitute a novation. Each of the parties hereto further
acknowledges and agrees that the security interests granted to the Prior
Administrative Agent for the benefit of itself and the parties entitled to
benefits of the Prior Canadian Security Agreement (including, without
limitation, each Lender, the Issuing Bank or any Agent party to the Prior
Credit Agreement, and their respective successors and assigns) shall remain
outstanding and in full force and effect in accordance with the terms hereof
and the other Loan Documents and shall continue to secure the Obligations
without interruption or impairment of any kind and all such security interests
are hereby ratified, confirmed and continued.


 


[REMAINDER OF
PAGE INTENTIONALLY LEFT BLANK]


 


28

















 


IN WITNESS
WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.


 


	
  GRANTOR:

  	
  UNIPLAST INDUSTRIES CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PLIANT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PLIANT PACKAGING OF CANADA,

  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PLIANT SOLUTIONS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



AMANDED AND RESTATED CANADIAN
SECURITY AGREEMENT


 

















 


	
  COLLATERAL AGENT:

  	
  GENERAL ELECTRIC CAPITAL

  
	
   

  	
  CORPORATION, as Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


30

















 


Schedule I to the


Amended and Restated Canadian Security Agreement


 


GRANTORS


 


	
  Grantor

  	
   

  	
  Address for Notices

  	
   

  	
  Fascimile

  
	
  Uniplast
  Industries Co.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


Schedule I


 


PLIANT CORPORATION


 


Copyright Schedule


 


	
  Owner

  	
   

  	
  Class

  	
   

  	
  Registration

  No.

  	
   

  	
  Registration

  Date

  	
   

  	
  Title

  
	
  Pliant
  Corporation

  	
   

  	
  Textual Works;

  	
   

  	
  TX1955822

  	
   

  	
  11/14/86

  	
   

  	
  Baby Talk
  Magazine

  
	
   

  	
   

  	
  Serial

  	
   

  	
  TX1973056

  	
   

  	
  01/12/87

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TX1975683

  	
   

  	
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  TX2010782

  	
   

  	
  02/17/87

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TX2011249

  	
   

  	
  03/12/87

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TX2057536

  	
   

  	
  04/20/87

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TX2065628

  	
   

  	
  05/13/87

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pliant
  Corporation

  	
   

  	
  Textual Works;

  	
   

  	
  TX1856716

  	
   

  	
  06/30/86

  	
   

  	
  Baby Talk
  Magazine

  
	
   

  	
   

  	
  Serial

  	
   

  	
  TX1868011

  	
   

  	
  07/14/86

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TX1876984

  	
   

  	
  08/11/86

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TX1905997

  	
   

  	
  09/12/86

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TX1934224

  	
   

  	
  10/15/86

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pliant
  Corporation

  	
   

  	
  Textual Works;

  	
   

  	
  TX1734654

  	
   

  	
  01/13/86

  	
   

  	
  Baby Talk
  Magazine

  
	
   

  	
   

  	
  Serial

  	
   

  	
  TX1738073

  	
   

  	
  01/15/86

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TX1756461

  	
   

  	
  02/10/86

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TX1780533

  	
   

  	
  03/10/86

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TX1791752

  	
   

  	
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  TX1817050

  	
   

  	
  05/09/86

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pliant
  Corporation

  	
   

  	
  Textual Works;

  	
   

  	
  TX1586293

  	
   

  	
  06/13/85

  	
   

  	
  Baby Talk
  Magazine

  
	
   

  	
   

  	
  Serial

  	
   

  	
  TX1622145

  	
   

  	
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  TX1648083

  	
   

  	
  08/15/85

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TX1653848

  	
   

  	
  09/13/85

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TX1665954

  	
   

  	
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  TX1696919

  	
   

  	
  11/13/85

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pliant
  Corporation

  	
   

  	
  Textual Works;

  	
   

  	
  TX1496139

  	
   

  	
  11/13/84

  	
   

  	
  Baby Talk
  Magazine

  
	
   

  	
   

  	
  Serial

  	
   

  	
  TX1495374

  	
   

  	
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  TX1501441

  	
   

  	
  01/16/85

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TX1534586

  	
   

  	
  02/19/85

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TX1527339

  	
   

  	
  03/14/85

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
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  Pliant
  Corporation

  	
   

  	
  Textual Works;

  	
   

  	
  TX1348528

  	
   

  	
  04/13/84

  	
   

  	
  Baby Talk
  Magazine

  
	
   

  	
   

  	
  Serial

  	
   

  	
  TX1357671

  	
   

  	
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  TX1375646

  	
   

  	
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  Owner

  	
   

  	
  Class

  	
   

  	
  Registration

  No.

  	
   

  	
  Registration

  Date

  	
   

  	
  Title

  
	
  Pliant Corporation

  	
   

  	
  Textual Works;

  	
   

  	
  TX1264709

  	
   

  	
  01/09/84

  	
   

  	
  Baby Talk
  Magazine

  
	
   

  	
   

  	
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  Pliant
  Corporation

  	
   

  	
  Textual Works;

  	
   

  	
  TX1130295

  	
   

  	
  05/11/83

  	
   

  	
  Baby Talk
  Magazine

  
	
   

  	
   

  	
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  Pliant
  Corporation

  	
   

  	
  Textual Works;

  	
   

  	
  TX1047307

  	
   

  	
  01/11/83

  	
   

  	
  Baby Talk
  Magazine

  
	
   

  	
   

  	
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  Pliant
  Corporation

  	
   

  	
  Textual Works;

  	
   

  	
  TX957739

  	
   

  	
  08/13/82

  	
   

  	
  Baby Talk
  Magazine

  
	
   

  	
   

  	
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  Pliant
  Corporation

  	
   

  	
  Textual Works;

  	
   

  	
  TX829849

  	
   

  	
  11/12/81

  	
   

  	
  Baby Talk
  Magazine

  
	
   

  	
   

  	
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  Pliant
  Corporation

  	
   

  	
  Textual Works;

  	
   

  	
  TX731851

  	
   

  	
  07/20/81

  	
   

  	
  Baby Talk
  Magazine

  
	
   

  	
   

  	
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  Pliant
  Corporation

  	
   

  	
  Textual Works;

  	
   

  	
  TX612739

  	
   

  	
  01/12/81

  	
   

  	
  Baby Talk
  Magazine

  
	
   

  	
   

  	
  Seria1

  	
   

  	
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  06/16/81

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pliant
  Corporation

  	
   

  	
  Textual Works;

  	
   

  	
  TX504295

  	
   

  	
  06/18/80

  	
   

  	
  Baby Talk
  Magazine

  
	
   

  	
   

  	
  Seria1

  	
   

  	
  TX518209

  	
   

  	
  07/14/80

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TX567874

  	
   

  	
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  Date

  	
   

  	
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  TX567921

  	
   

  	
  10/20/80

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
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  11/16/80

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pliant
  Corporation

  	
   

  	
  Textual Works;

  	
   

  	
  TX432159

  	
   

  	
  11/19/79

  	
   

  	
  Baby Talk
  Magazine

  
	
   

  	
   

  	
  Seria1

  	
   

  	
  TX428269

  	
   

  	
  01/23/80

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
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  Pliant
  Corporation

  	
   

  	
  Textual Works;

  	
   

  	
  TX376834

  	
   

  	
  07/13/79

  	
   

  	
  Baby Talk
  Magazine

  
	
   

  	
   

  	
  Seria1

  	
   

  	
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  10/23/79

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pliant
  Corporation

  	
   

  	
  Textual Works;

  	
   

  	
  TX221628

  	
   

  	
  01/09/79

  	
   

  	
  Baby Talk
  Magazine

  
	
   

  	
   

  	
  Seria1

  	
   

  	
  TX186383

  	
   

  	
  01/18/79

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
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  02/09/79

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
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  04/10/79

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
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  05/21/79

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TX277202

  	
   

  	
  06/14/79

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pliant
  Corporation

  	
   

  	
  Textual Works;Seria1

  	
   

  	
  TX82466

  	
   

  	
  06/15/78

  	
   

  	
  Baby Talk
  Magazine

  
	
   

  	
   

  	
   

  	
   

  	
  TX82412

  	
   

  	
  07/31/78

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TX84202

  	
   

  	
  08/11/78

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TX114262

  	
   

  	
  09/22/78

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TX124530

  	
   

  	
  10/18/78

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TX142502

  	
   

  	
  11/13/78

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pliant
  Corporation

  	
   

  	
  Textual Works;Seria1

  	
   

  	
  TX6172

  	
   

  	
  01/06/78

  	
   

  	
  Baby Talk
  Magazine

  
	
   

  	
   

  	
   

  	
   

  	
  TX10020

  	
   

  	
  01/23/78

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TX36893

  	
   

  	
  02/16/78

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TX28665

  	
   

  	
  03/22/78

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TX63343

  	
   

  	
  04/14/78

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TX47871

  	
   

  	
  05/19/78

  	
   

  	
   

  



 

















 


Schedule III to the


Amended and Restated Canadian Security Agreement


 


LICENSES


 


NIL


 

















 


Schedule IV to the


Amended and Restated Canadian Security Agreement


 


PATENTS


 


NIL


 

















 


Schedule V to the


Amended and Restated Canadian Security Agreement


 


TRADEMARKS


 


CANADIAN TRADEMARKS


 


	
  Trademark

  	
   

  	
  Registered Owner

  	
   

  	
  Registration Number

  	
   

  	
  Expiration Date

  
	
  UNIPLAST
  FILMS & Design

  	
   

  	
  Uniplast
  Industries Co.

  	
   

  	
  REGISTERED

  April 16,2003 TMA579648

  	
   

  	
  April 16, 20
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AQUAWRAP

  	
   

  	
  Uniplast
  Industries Co.

  	
   

  	
  ABANDONED
  (SECTION 36)

  (Registered May 4, 2000)

  	
   

  	
  Abandoned
  (June 11,2002)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UNIPLAST

  	
   

  	
  Uniplast
  Industries Co.

  	
   

  	
  REGISTERED

  May 10, 1998

  TMA49 1 154

  	
   

  	
  March
  10,2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BRYTEC

  	
   

  	
  Uniplast
  Industries Co.

  	
   

  	
  REGISTERED

  March 2, 1990

  TMA366337

  	
   

  	
  March 2,
  2005

  



 

















 


Annex 2 to the


Amended and Restated Canadian Security Agreement


 


SUPPLEMENT NO.
         dated as of                     ,
20        to the Amended and Restated
Canadian Security Agreement (as amended, restated, supplemented or otherwise
modified from time to time, the “Domestic Security Agreement”) dated as
of November 21, 2005, each of the parties listed on the signature pages thereto
and those additional entities that thereafter become parties thereto (each a “Grantor”
and collectively, the “Grantors”) and GENERAL ELECTRIC CAPITAL
CORPORATION, as collateral agent (in such capacity, the “Collateral Agent”)
for the Secured Parties (as defined therein).


 


A             Reference is made to (a) the
Amended and Restated Credit Agreement dated as of November 21, 2005 (as
amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the Parent Borrower, the domestic subsidiary borrowers
party thereto, the Canadian Subsidiary Borrower, the lenders from time to time
party thereto (the “Lenders”), Morgan Stanley Senior Funding, Inc., as
Domestic A Agent, General Electric Capital Corporation, as Domestic A Agent and
Administrative Agent, and the Collateral Agent, and (b) the Amended and Restated
Guarantee Agreement dated as of November 21, 2004 (as amended, supplemented or
otherwise modified from time to time, the “Guarantee Agreement”), among,
inter alia, the certain Grantors
and the Collateral Agent.


 


B             Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to such terms in
the Canadian Security Agreement and the Credit Agreement.


 


C             The Grantors have entered into the
Canadian Security Agreement in order to induce the Lenders to make Loans and
the Issuing Bank to issue Letters of Credit. Section 8.15 of the Canadian
Security Agreement provides that additional Subsidiaries organized under the
laws of Canada or any province thereof may become Grantors under the Canadian
Security Agreement by execution and delivery of an instrument in the form of
this Supplement. The undersigned Subsidiary (the “New Grantor”) is executing this Supplement in accordance
with the requirements of the Credit Agreement to become a Grantor under the
Canadian Security Agreement in order to induce the Lenders to make additional
Loans and the Issuing Bank to issue additional Letters of Credit and as
consideration for Loans previously made and Letters of Credit previously
issued.


 


Accordingly,
the Collateral Agent and the New Grantor agree as follows:


 


SECTION 1.           In accordance with Section 8.15 of
the Canadian Security Agreement, the New Grantor by its signature below becomes
a Grantor under the Canadian Security Agreement with the same force and effect
as if originally named therein as a Grantor and the New Grantor hereby (a)
agrees to all the terms and provisions of the Canadian Security Agreement
applicable to it as a Grantor thereunder and (b) represents and warrants that
the representations and warranties made by it as a Grantor thereunder are true
and correct on and as of the date hereof. In furtherance of the foregoing, the
New Grantor, as security for the payment and performance in full of the
Obligations (as defined in the Canadian Security Agreement), does hereby create
and grant to the Collateral Agent, its successors and assigns, for the benefit
of the Secured Parties,


 

















 


their
successors and assigns, a security interest in and lien on all of the New
Grantor’s right, title and interest in and to the Collateral (as defined in the
Canadian Security Agreement) of the New Grantor. Each reference to a “Grantor”
in the Canadian Security Agreement shall be deemed to include the New Grantor.
The Canadian Security Agreement is hereby incorporated herein by reference.


 


SECTION 2.           The New Grantor represents and
warrants to the Collateral Agent and the other Secured Parties that this
Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms.


 


SECTION 3.           This Supplement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Supplement shall become effective when
the Collateral Agent shall have received counterparts of this Supplement that,
when taken together, bear the signatures of the New Grantor and the Collateral
Agent. Delivery of an executed signature page to this Supplement by facsimile
transmission or other electronic transmission shall be effective as delivery of
a manually signed counterpart of this Supplement.


 


SECTION 4.           The New Grantor hereby represents and
warrants that (a) set forth on Schedule I attached hereto is a true and
correct schedule of the location of any and all Collateral of the New Grantor
and (b) set forth under or above its signature hereto, is the true and correct
legal name of the New Subsidiary, its jurisdiction of formation, its organizational
identification number (if any) and the location of the chief executive office
of the New Grantor.


 


SECTION 5.           Except as expressly supplemented
hereby, the Canadian Security Agreement shall remain in full force and effect.


 


SECTION 6.           THIS
SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.


 


SECTION 7.           In case any one or more of the
provisions contained in this Supplement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and in the Canadian Security Agreement
shall not in any way be affected or impaired thereby (it being understood that
the invalidity of a particular provision in a particular jurisdiction shall not
in and of itself affect the validity of such provision in any other
jurisdiction). The parties hereto shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.


 


SECTION 8.           All communications and notices
hereunder shall be in writing and given as provided in Section 10.01 of the
Credit Agreement. All communications and notices hereunder to the New Grantor
shall be given to it at the address set forth under its signature below.


 

















 


SECTION 9.           The New Grantor agrees to reimburse
the Collateral Agent for its reasonable out-of-pocket expenses in connection
with this Supplement, including the reasonable fees, other charges and
disbursements of counsel for the Collateral Agent.


 


[REMAINDER OF
PAGE INTENTIONALLY LEFT BLANK]


 

















 


IN WITNESS
WHEREOF, the New Grantor and the Collateral Agent have duly executed this
Supplement to the Canadian Security Agreement as of the day and year first
above written.


 


	
   

  	
  [Name Of New
  Grantor],

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
  Organizational
  I.D.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL

  CORPORATION, as the Collateral Agent,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
  Organizational
  ID:

  



 

















 


SCHEDULE I


to Supplement No.       to the


Amended and Restated Canadian Security Agreement


 


LOCATION OF COLLATERAL


 




	
  Description

  	
   

  	
  Location