exv4w2






Exhibit 4.2




EXECUTION VERSION




 





 





CANADIAN SECURITY AGREEMENT




made by



RSC EQUIPMENT RENTAL OF CANADA LTD.




in favour of



DEUTSCHE BANK AG CANADA BRANCH,

as Canadian Collateral Agent



Dated as of February 9, 2011







 





 





CANADIAN SECURITY AGREEMENT






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	SECTION 1 DEFINED TERMS
	 	 	2	 
	1.1 Definitions
	 	 	2	 
	1.2 Other Definitional Provisions
	 	 	8	 
	 
	 	 	 	 
	SECTION 2 GRANT OF SECURITY INTEREST
	 	 	9	 
	2.1 Grant
	 	 	9	 
	2.2 Certain Limited Exceptions
	 	 	10	 
	2.3 Attachment
	 	 	12	 
	2.4 Deficiency
	 	 	12	 
	 
	 	 	 	 
	SECTION 3 REPRESENTATIONS AND WARRANTIES
	 	 	12	 
	3.1 Title; No Other Liens
	 	 	12	 
	3.2 Perfected First Priority Liens
	 	 	12	 
	3.3 Jurisdiction of Organization and Locations of Collateral
	 	 	14	 
	3.4 Accounts Receivable
	 	 	14	 
	3.5 Patents, Trade-marks, Copyrights and Industrial Designs
	 	 	14	 
	3.6 All Shares Pledged
	 	 	15	 
	3.7 Shares Duly and Validly Issued
	 	 	15	 
	3.8 Grantor Beneficial Owner
	 	 	15	 
	3.9 Valid Interest
	 	 	15	 
	 
	 	 	 	 
	SECTION 4 COVENANTS
	 	 	16	 
	4.1 Delivery of Instruments and Chattel Paper
	 	 	16	 
	4.2 Maintenance of Insurance
	 	 	16	 
	4.3 Payment of Obligations
	 	 	17	 
	4.4 Maintenance of Perfected Security Interest; Further Documentation
	 	 	17	 
	4.5 Changes in Name, Jurisdiction of Organization, etc.
	 	 	17	 
	4.6 Notices
	 	 	18	 
	4.7 Pledged Stock
	 	 	18	 
	4.8 Accounts Receivable
	 	 	18	 
	4.9 Maintenance of Records
	 	 	18	 
	4.10 Acquisition of Intellectual Property
	 	 	19	 
	4.11 Protection of Trade Secrets
	 	 	19	 
	4.12 Grant of License to Use Intellectual Property
	 	 	19	 
	4.13 Deposit
Accounts; Etc.
	 	 	19	 
	4.14 Protection of Trade-marks
	 	 	20	 
	4.15 Protection of Intellectual Property
	 	 	20	 
	4.16 Assignment of Letter of Credit Rights
	 	 	20	 
	4.17 Additional Shares
	 	 	20	 
	4.18 Maintenance of Pledged Stock
	 	 	21	 
	4.19 Pledged Notes
	 	 	21	 
	4.20 Maintenance of Security Interest
	 	 	21	 
	 
	 	 	 	 
	SECTION 5 REMEDIAL PROVISIONS
	 	 	22	 






CANADIAN SECURITY AGREEMENT





(i)









 








	 	 	 	 	 
	 	 	Page	 
	5.1 Certain Matters Relating to Accounts
	 	 	22	 
	5.2 Communications with Obligors; Grantors Remain Liable
	 	 	23	 
	5.3 Pledged Stock
	 	 	24	 
	5.4 Proceeds to be Turned Over To Canadian Collateral Agent
	 	 	25	 
	5.5 Application of Proceeds
	 	 	25	 
	5.6 PPSA and Other Remedies
	 	 	27	 
	5.7 Registration Rights
	 	 	29	 
	5.8 Waiver; Deficiency
	 	 	30	 
	 
	 	 	 	 
	SECTION 6 THE CANADIAN COLLATERAL AGENT
	 	 	30	 
	6.1 Canadian Collateral Agent’s Appointment as Attorney-in-Fact, etc.
	 	 	30	 
	6.2 Duty of Canadian Collateral Agent
	 	 	32	 
	6.3 Financing Statements
	 	 	32	 
	6.4 Authority of Canadian Collateral Agent
	 	 	33	 
	6.5 Right of Inspection
	 	 	33	 
	 
	 	 	 	 
	SECTION 7 NON-LENDER SECURED PARTIES
	 	 	33	 
	7.1 Rights to Collateral
	 	 	33	 
	7.2 Appointment of Agent
	 	 	34	 
	7.3 Waiver of Claims
	 	 	35	 
	 
	 	 	 	 
	SECTION 8 MISCELLANEOUS
	 	 	35	 
	8.1 Amendments in Writing
	 	 	35	 
	8.2 Notices
	 	 	35	 
	8.3 No Waiver by Course of Conduct; Cumulative Remedies
	 	 	36	 
	8.4 Further Assurances
	 	 	36	 
	8.5 Enforcement Expenses
	 	 	36	 
	8.6 Successors and Assigns
	 	 	37	 
	8.7 Counterparts
	 	 	37	 
	8.8 Severability
	 	 	37	 
	8.9 Section Headings
	 	 	37	 
	8.10 Integration
	 	 	38	 
	8.11 Governing Law
	 	 	38	 
	8.12 Submission To Jurisdiction; Waivers
	 	 	38	 
	8.13 Waiver Of Jury Trial
	 	 	38	 
	8.14 Releases
	 	 	39	 
	8.15 Judgment Currency
	 	 	39	 
	8.16 Attachment of Security Interest
	 	 	40	 
	8.17 Copy of Agreement; Verification Statement
	 	 	40	 
	8.18 Amalgamation
	 	 	40	 
	8.19 Undertaking
	 	 	41	 
	8.20 Language
	 	 	41	 






(ii)









 






	 

	SCHEDULE 1

	 

	NOTICE ADDRESSES OF GRANTOR

	 

	SCHEDULE 2

	 

	PLEDGED SECURITIES

	 

	SCHEDULE 3

	 

	PERFECTION MATTERS

	 

	SCHEDULE 4

	 

	LOCATIONS

	 

	SCHEDULE 5

	 

	INTELLECTUAL PROPERTY

	 

	SCHEDULE 6

	 

	CONTRACTS

	 

	Annex 1 CONFIRMATION OF SECURITY INTEREST IN INTELLECTUAL PROPERTY







(iii)









 






CANADIAN SECURITY AGREEMENT




          CANADIAN SECURITY AGREEMENT, dated as of February [9], 2011, made by RSC Equipment
Rental of Canada Ltd., a corporation incorporated and existing under the laws of the Province of
Alberta (together with its successors and assigns, the “Grantor”) in favour of Deutsche
Bank AG Canada Branch (“DBCB”), as Canadian collateral agent (in such capacity, the
“Canadian Collateral Agent”) for the benefit of the banks and other financial institutions
(collectively, the “Lenders”; individually, a “Lender”) from time to time party to the
Credit Agreement described below and the other Secured Parties (as defined below).




W I T N E S S E T H:



          WHEREAS, pursuant to that certain Credit Agreement, dated as of the date hereof (as amended,
amended and restated, waived, supplemented or otherwise modified from time to time, together with
any agreement extending the maturity of, or restructuring, refunding, refinancing or increasing the
Indebtedness under such agreement or successor agreements, the “Credit Agreement”), among
RSC Holdings II, LLC (“Holdings”), RSC Holdings III, LLC (the “Parent Borrower”)
and RSC Equipment Rental Inc. (together with the Parent Borrower, and as further defined in the
Credit Agreement, the “U.S. Borrowers”), the Grantor (together with any other entity that
becomes a borrower pursuant to subsection 7.9(c) of the Credit Agreement, the “Canadian
Borrowers”), Deutsche Bank AG New York Branch, as administrative agent (in such capacity, the
“U.S. Administrative Agent”) and as collateral agent (the “U.S. Collateral Agent”),
DBCB as the Canadian administrative agent for the lenders (the “Canadian Administrative
Agent”), the Canadian Collateral Agent, the Lenders and the other parties thereto, the Lenders
have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to
the conditions set forth therein (the Lenders, each Issuing Lender, the U.S. Administrative Agent,
the Canadian Administrative Agent, the U.S. Collateral Agent, the Canadian Collateral Agent and
each other Agent are herein collectively referred to as the “Lender Creditors”);




          WHEREAS, each Canadian Borrower and/or one or more of their respective Subsidiaries or
Affiliates may at any time and from time to time enter into one or more Interest Rate Protection
Agreements or Permitted Hedging Arrangements with one or more Lenders or any affiliate thereof
(each such Lender or affiliate, even if the respective Lender subsequently ceases to be a Lender
under the Credit Agreement for any reason, together with such Lender’s or affiliate’s successors
and assigns, if any, collectively, the “Other Creditors” and, together with the Lender
Creditors, the “Secured Parties”);




          WHEREAS, it is a condition to the obligation of the Lenders to make their respective
extensions of credit to the Canadian Borrowers under the Credit Agreement that the Grantor shall
execute and deliver this Agreement to the Canadian Collateral Agent for the benefit of the Secured
Parties (as defined below);




          NOW, THEREFORE, in consideration of the premises and to induce the Canadian Administrative
Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their
respective extensions of credit to the Canadian Borrowers thereunder,




CANADIAN SECURITY AGREEMENT






 









 







the Grantor hereby agrees with the Canadian Collateral Agent, for the rateable benefit of the
Secured Parties, as follows:




SECTION 1 DEFINED TERMS




          1.1 Definitions.




          (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement, and the following terms that
are defined in the PPSA and the STA (as in effect on the date hereof) are used herein as so
defined: Certificated Security, Chattel Paper, Control, Documents of Title, Equipment, Financial
Asset, Fixtures, Intangibles, Investment Property, Money, Personal Property, Securities Account,
and Uncertificated Security;




          (b) The following terms shall have the following meanings:




     “Accounts”: all accounts (as defined in the PPSA) of the Grantor,
including, without limitation, all Accounts (as defined in the Credit Agreement) and Accounts
Receivable of the Grantor, but in any event excluding all Accounts that have been sold or otherwise
transferred (and not transferred back to the Grantor) in connection with a Special Purpose
Financing.



     “Accounts Receivable”: any right to payment for goods sold or leased or
for services rendered, which is not evidenced by an Instrument or Chattel Paper.



     “Agreement”: this Canadian Security Agreement, as the same may be
amended, restated, supplemented, waived or otherwise modified from time to time.



     “Bankruptcy Case”: (i) Holdings or any of its Subsidiaries commencing any
case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic
or foreign, relating to bankruptcy, insolvency, reorganization, arrangement, conservatorship or
relief of debtors (including any proceeding under applicable corporate law seeking an arrangement
or compromise of some or all of the debts of any Borrower or Material Subsidiary, or a stay of
proceedings to enforce some or all claims of creditors against any Borrower or Material
Subsidiary), seeking to have an order for relief entered with respect to it, or seeking to
adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition, stay of proceedings of enforcement or other
relief with respect to it or its debts, or (B) seeking appointment of a receiver, receiver-manager,
interim receiver, trustee, monitor, custodian, conservator or other similar official for it or for
all or any substantial part of its assets, or Holdings or any of its Subsidiaries making a general
assignment for the benefit of its creditors; or (ii) there being commenced against Holdings or any
of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i)
above which (A) results in the entry of an order for relief or any such adjudication or appointment
or (B)remains undismissed, undischarged or unbonded for a period of 60 days.



     “Borrowers”: the U.S. Borrowers, the Canadian Borrowers and, from
and after the date on which it executes and delivers to the U.S. Administrative Agent, a Borrower Joinder
Agreement, Canadian Finco or any other entity that becomes a Borrower pursuant to subsection 7.9(c)
of the Credit Agreement.




CANADIAN SECURITY AGREEMENT





- 2 -









 








     “Canadian Administrative Agent”: as defined in the recitals hereto.



     “Canadian Borrowers”: as defined in the recitals hereto.



     “Canadian Collateral Account Bank”: DBCB, an Affiliate thereof or another bank which
at all times is a Lender as selected by the Grantor and consented to in writing by the Canadian
Collateral Agent (such consent not to be unreasonably withheld or delayed).



     “Canadian Collateral Agent”: as defined in the Preamble hereto.



     “Canadian Collateral Proceeds Account”: shall mean a non-interest bearing cash
collateral account established and maintained by the Grantor at an office of the Canadian
Collateral Account Bank in the name, and in the sole dominion and control of, the Canadian
Collateral Agent for the benefit of the Secured Parties.



     “Collateral”: as defined in Section 2; provided that, for purposes of subsection 5.5.7
and Section 7, “Collateral” shall have the meaning assigned to such term in the Credit Agreement.



     “Commitments”: the collective reference to (i) the Incremental Term Loan Commitments,
(ii) the RCF Commitments and (iii) the obligation of the Issuing Lenders to issue Letters of Credit
to the Borrowers pursuant to subsection 3.1 of the Credit Agreement.



     “Contracts”: all contracts, agreements, instruments and indentures in any form and
portions thereof (except for contracts listed on Schedule 6 hereto), to which the Grantor is a
party or under which the Grantor or any property of the Grantor is subject, as the same may from
time to time be amended, supplemented, waived or otherwise modified, including, without limitation,
(i) all rights of the Grantor to receive moneys due and to become due to it thereunder or in
connection therewith, (ii) all rights of the Grantor to damages arising thereunder and (iii) all
rights of the Grantor to perform and to exercise all remedies thereunder.



     “Copyright Licenses”: all written license agreements of the Grantor providing for the
grant by or to the Grantor of any right under any copyright of the Grantor, other than agreements
with any Person who is an Affiliate or a Subsidiary of the Parent Borrower or the Grantor,
including, without limitation, any material license agreements listed on
Schedule 5 hereto, subject, in each case, to the terms of such license agreements, and the
right to prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered by
such licenses.



     “Copyrights”: all of the Grantor’s right, title and interest in and to all Canadian
and foreign copyrights, whether or not the underlying works of authorship have been published or
registered, all Canadian and foreign copyright registrations and copyright applications, including,
without limitation, any copyright registrations and copyright applications listed on Schedule 5
hereto, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and
hereafter due and/or payable with respect thereto, including, without limitation, payments under
all licenses entered into in connection therewith, and damages and payments for past or future
infringements thereof and (iii) the right to sue or otherwise recover for past, present and future
infringements and misappropriations thereof.



     “Credit Agreement”: has the meaning provided in the recitals hereto.



CANADIAN SECURITY AGREEMENT






- 3 -









 








     “Excluded Assets”: as defined in Section 2.2.



     “General Fund Account”: the general fund account of the Grantor established at the
same office of the Canadian Collateral Account Bank as the Canadian Collateral Proceeds Account.



     “Grantor”: as defined in the Preamble hereto.



     “Holdings” has the meaning provided in the recitals hereto.



     “Industrial Design License”: all written agreements, now or hereafter in effect,
granting to any third party that is not an Affiliate or a Subsidiary of the Parent Borrower any
right to make, use or sell any Industrial Design, now or hereafter owned by the Grantor or that the
Grantor otherwise has the right to license, is in existence, or granting to the Grantor any right
to make, use or sell any Industrial Design, now or hereafter owned by any third party, is in
existence, and all rights of the Grantor under any such agreement including, without limitation,
the license agreements listed on Schedule 5 hereto, subject, in each case, to the terms of such
license agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory
now or hereafter covered by such licenses.



     “Industrial Designs”: all of the following, now owned or hereafter acquired by the
Grantor: (a) all industrial designs, design patents and other designs that the Grantor now or
hereafter owns or uses, including but not limited to all industrial designs, design
patents and other designs listed on Schedule 5 hereto and all renewals and extensions thereof,
(b) all registrations and recordings thereof and all applications that have been or shall be made
or filed Canada or any other country or political subdivision thereof and all records thereof and
all reissues, extensions or renewals thereof, and (c) all common law and other rights in the above.



     “Instruments”: has the meaning specified in the PPSA, but excluding the Pledged
Securities.



     “Intellectual Property”: the collective reference to the Grantor’s (i) Copyrights;
(ii) Copyright Licenses; (iii) Patents; (iv) Patent Licenses; (v) Trade Secrets; (vi) Trade-marks;
(vii) Trade-mark Licenses; (viii) Industrial Designs; (ix) Industrial Design Licenses; (x) computer
software and programs (both source code and object code form), all proprietary rights in the
computer software and programs and all documentation and other materials related to the computer
software and programs; (xi) mask works, mask work registrations and applications for mask work
registrations; (xii) trade names, business names, corporate names, domain names, website names and
world wide web addresses, common law trade-marks, trade-mark registrations, trade mark
applications, trade dress and logos, and the goodwill associated with any of the foregoing; and
(xiii) any other intellectual property and industrial property.



     “Intercompany Note”: any promissory note in a principal amount in excess of $3,500,000
evidencing loans made by the Grantor to Holdings or any of its Subsidiaries.



     “Inventory”: all inventory (as defined in the PPSA) of the Grantor, including, without
limitation, all Inventory (as defined in the Credit Agreement) of the Grantor.



CANADIAN SECURITY AGREEMENT






- 4 -









 








     “Issuers”: the collective reference to the Persons identified on Schedule
2 as the issuers of Pledged Stock, together with any successors to such companies (including,
without limitation, any successors contemplated by subsection 8.5 of the Credit Agreement).



     “Lender Creditors”: as defined in the recitals hereto.



     “Lenders”: as defined in the Preamble hereto.



     “Non-Lender Secured Parties”: any person who, at the time of entering into any
Interest Rate Protection Agreement or Permitted Hedging Arrangement or Bank Products Agreement or
Management Loan secured hereby, was a Lender or an affiliate of any Lender and their respective
successors and assigns.



     “Obligations”: the collective reference to all obligations and liabilities of the
Grantor in respect of (i) the unpaid principal of, premium (if any) and interest on (including,
without limitation, interest accruing after the maturity of the Loans and Reimbursement Obligations
and interest accruing after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to the Grantor, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding) the Loans, the Reimbursement
Obligations, and all other obligations and liabilities of the Grantor to the Secured Parties,
whether direct or indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, the
Loans, the Letters of Credit, the other Loan Documents (including without limitation all
obligations, indebtedness and liabilities of the Grantor under any Canadian Guarantee Agreement)
(all such obligations, liabilities and indebtedness under this clause (i), except to the extent
consisting of obligations and indebtedness with respect to Interest Rate Protection Agreements or
Permitted Hedging Arrangements, being herein collectively referred to as “Loan Document
Obligations”); (ii) any Interest Rate Protection Agreement or Permitted Hedging Arrangement
entered into with any Person who was at the time of entry into of such agreement a Lender or an
affiliate of any Lender (all such obligations, liabilities and indebtedness under this clause (ii)
being herein collectively called the “Other Obligations”), in each case whether on account
of principal, interest, reimbursement obligations, amounts payable in connection with the provision
of such cash management services or a termination of any transaction entered into pursuant to any
such Interest Rate Protection Agreement or Permitted Hedging Arrangement, fees, indemnities, costs,
expenses or otherwise (including, without limitation, all reasonable fees, expenses and
disbursements of counsel to the Canadian Administrative Agent or any other Secured Party that are
required to be paid by such Borrower pursuant to the terms of the Credit Agreement or any other
Loan Document).



     “Other Creditors”: as defined in the recitals hereto.



     “Parent Borrower”: as defined in the recitals hereto.



     “Patent Licenses”: all written license agreements of the Grantor providing for the
grant by or to the Grantor of any right under any patent, patent applicable or patentable invention
other than agreements with any Person who is an Affiliate or a Subsidiary of the Parent Borrower or
the Grantor, including, without limitation, the material license agreements listed on Schedule
5



CANADIAN SECURITY AGREEMENT








- 5 -









 







hereto, subject, in each case, to the terms of such license agreements, and the right to
prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered by such
licenses.




     “Patents”: all of the Grantor’s right, title and interest in and to all
Canadian and foreign patents, patent applications and patentable inventions and all reissues and
extensions thereof, including, without limitation, all patents and patent applications identified
in Schedule 5 hereto, and including, without limitation, (i) all inventions
and improvements described and claimed therein, (ii) the right to sue or otherwise recover for any
and all past, present and future infringements and misappropriations thereof, (iii) all income,
royalties, damages and other payments now and hereafter due and/or payable with respect thereto
(including, without limitation, payments under all licenses entered into in connection therewith,
and damages and payments for past, present or future infringements thereof), and (iv) all other
rights corresponding thereto and all reissues, divisions, continuations, continuations-in-part,
substitutes, renewals, and extensions thereof, all improvements thereon, and all other rights of
any kind whatsoever of the Grantor accruing thereunder or pertaining thereto.



     “Permitted Hedging Arrangement”: as defined in subsection 8.17 of the
Credit Agreement.



     “Pledged Collateral”: the Pledged Securities now owned or at any time
hereafter acquired by the Grantor, and any Proceeds thereof.



     “Pledged Notes”: all promissory notes issued to or held by the Grantor in
a principal amount in excess of $3,500,000 (other than promissory notes issued in connection with
an extension of trade credit by the Grantor in the ordinary course of business) and all
Intercompany Notes at any time issued to, or held or owned by, the Grantor.



     “Pledged Securities”: the collective reference to the Pledged Notes and
the Pledged Stock.



     “Pledged Stock”: the shares of Capital Stock listed on
Schedule 2 as held by the Grantor, together with any other shares of Capital
Stock required to be pledged by the Grantor pursuant to subsection 6.1(k) of the Credit Agreement,
as well as any other shares, stock certificates, options or rights of any nature whatsoever in
respect of the Capital Stock of any Person that may be issued or granted to, or held by, the
Grantor while this Agreement is in effect.



     “PPSA”: the Personal Property Security Act (Ontario),
including the regulations thereto, provided that, if perfection or the effect of perfection or
non-perfection or the priority of any Lien created hereunder on the Collateral is governed by the
personal property security legislation or other applicable legislation with respect to personal
property security as in effect in a jurisdiction other than Ontario, “PPSN’ means the
Personal Property Security Act or such other applicable legislation as in effect from
time to time in such other jurisdiction or purposes of the provisions hereof relating to such
perfection, effect of perfection or non-perfection or priority.



     “Primary Obligations”: as defined in subsection 5.5.2.



     “Pro Rata Share”: as defined in subsection 5.5.2.



CANADIAN SECURITY AGREEMENT





- 6 -











 





     “Proceeds”: all “proceeds” as such term is defined in the PPSA and, in any event,
Proceeds of Pledged Securities shall include, without limitation, all dividends or other income
from the Pledged Securities, collections thereon or distributions or payments with respect thereto.



     “Restrictive Agreements”: as defined in subsection
2.2(a).



     “Secondary Obligations”: as defined in subsection
5.5.2.



     “Secured Parties”: as defined in the recitals hereto.



     “Securities”: means security as defined in the STA but excludes any ULC shares.



     “Security Interest”: as defined in Section 2.2.



     “Specified Asset”: as defined in subsection 3.2 hereof.



     “STA”: the Securities Transfer Act (Ontario).



     “Trade Secret Licenses”: all written license agreements of the Grantor providing for
the grant by or to the Grantor of any right under any trade secrets, including, without limitation,
know how, processes, formulae, compositions, designs, and confidential business and technical
information, and all rights of any kind whatsoever accruing thereunder or pertaining thereto, other
than agreements with any Person who is an Affiliate or a Subsidiary of the Parent Borrower or the
Grantor, subject, in each case, to the terms of such license agreements, and the right to prepare
for sale, sell and advertise for sale, all Inventory now or hereafter covered by such licenses.



     “Trade Secrets”: all of the Grantor’s right, title and interest in and to all Canadian
trade secrets, including, without limitation, know-how, processes, formulae, compositions, designs,
and confidential business and technical information, and all rights of any kind whatsoever accruing
thereunder or pertaining thereto, including, without limitation, (i) all income, royalties, damages
and payments now and hereafter due and/or payable with respect thereto, including, without
limitation, payments under all licenses, non-disclosure agreements and memoranda of understanding
entered into in connection therewith, and damages and payments for past or future misappropriations
thereof, and (ii) the right to sue or otherwise recover for past, present or future
misappropriations thereof.



     “Trade-mark Licenses”: all written license agreements of the Grantor providing for the
grant by or to the Grantor of any right under any trade-marks, service marks, trade names, trade
dress or other indicia of trade origin or business identifiers, and all rights of any kind
whatsoever accruing thereunder or pertaining thereto, other than agreements with any Person who is
an Affiliate or a Subsidiary of the Parent Borrower or the Grantor, including, without limitation,
the material license agreements listed on Schedule 5 hereto, subject, in each case, to the terms of
such license agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered
by such licenses.



CANADIAN SECURITY AGREEMENT





- 7 -









 








     “Trade-marks”: all of the Grantor’s right, title and interest in and to all
Canadian and foreign Trade-marks, service marks, trade names, trade dress or other indicia of trade
origin or business identifiers, Trade-mark and service mark registrations, and applications for
Trade-mark or service mark registrations (except for “intent to use” applications for Trade-mark or
service mark registrations filed) and any renewals thereof, including, without limitation, each
registration and application identified in Schedule 5 hereto, and including, without limitation,
(i) the right to sue or otherwise recover for any and all past, present and future infringements or
dilutions thereof, (ii) all income, royalties, damages and other payments now and hereafter due
and/or payable with respect thereto (including, without limitation, payments under all licenses
entered into in connection therewith, and damages and payments for past or future infringements
thereof), and (iii) all other rights corresponding thereto and all other rights of any kind
whatsoever of the Grantor accruing thereunder or pertaining thereto in Canada, together in each
case with the goodwill of the business connected with the use of, and symbolized by, each such
Trade-mark, service mark, trade name, trade dress or other indicia of trade origin or business
identifiers.



     “ULC Shares”: shares in any unlimited company at any time owned or otherwise held by
the Grantor.



     “U.S. Administrative Agent”: as defined in the recitals hereto.



     “U.S. Collateral Agent”: as defined in the recitals hereto.




1.2 Other Definitional Provisions.



          (a) The words “hereof’, “herein”, “hereto” and “hereunder” and words of similar import when
used in this Agreement shall refer to this Agreement as a whole and not to any particular provision
of this Agreement, and Section, Schedule and Annex references are to this Agreement unless
otherwise specified.




          (b) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.




          (c) Where the context requires, terms relating to the Collateral or Pledged Collateral, or any
part thereof, when used in relation to the Grantor shall refer to the Collateral or Pledged
Collateral or the relevant part thereof




          (d) All references in this Agreement to any of the property described in the definition of the
term “Collateral” or “Pledged Collateral”, or to any Proceeds thereof, shall be deemed to be
references thereto only to the extent the same constitute Collateral or Pledged Collateral,
respectively.




          (e) Any reference in any Loan Document to Liens permitted by the Credit Agreement and any
right of the Grantor to create or suffer to exist Liens permitted by the Credit Agreement are not
intended to and do not and will not subordinate the Security
Interest granted hereunder to any such Lien or give priority to any Person over the Secured
Parties.




CANADIAN SECURITY AGREEMENT





- 8 -









 








SECTION 2 GRANT OF SECURITY INTEREST





2.1 Grant.



          The Grantor hereby grants to the Canadian Collateral Agent for the rateable benefit of
the Secured Parties a first priority security interest in, and mortgages, charges, assigns,
hypothecates and pledges to the Canadian Collateral Agent for the rateable benefit of the Secured
Parties, in each case, subject to existing licenses to use the Copyrights, Patents, Trade-marks,
Industrial Designs and Trade Secrets granted by the Grantor in the ordinary course of business, all
of the Collateral of the Grantor, as collateral security for the prompt and complete payment and
performance when due (whether at the stated maturity, by acceleration or otherwise) of the
Obligations of the Grantor, except as provided in subsection 2.2. The term “Collateral” means the
following property (wherever located) now owned or at any time hereafter acquired by the Grantor or
in which the Grantor now has or at any time in the future may acquire any right, title or interest,
except as provided in subsection 2.2:





	 	(a)	 	all present and after-acquired Personal Property;
	 
	 	(b)	 	all Accounts;
	 
	 	(c)	 	all Accounts Receivable;
	 
	 	(d)	 	all Money (including all cash);
	 
	 	(e)	 	all Cash Equivalents;
	 
	 	(f)	 	all Chattel Paper;
	 
	 	(g)	 	all Contracts;
	 
	 	(h)	 	all demand, time, savings, passbook or similar account maintained with a bank
(collectively, the “Deposit Accounts”) (including DDAs);
	 
	 	(i)	 	all Documents of Title;
	 
	 	(j)	 	all Equipment;
	 
	 	(k)	 	all intangibles including all security interests, goodwill, choses in action,
contracts, contract rights, licenses and other contractual benefits;
	 
	 	(1)	 	all Instruments;
	 
	 	(m)	 	all insurance proceeds;
	 
	 	(n)	 	all Intellectual Property;
	 
	 	(o)	 	all Inventory;
	 
	 	(p)	 	all Investment Property and Financial Assets;





CANADIAN SECURITY AGREEMENT





- 9 -









 









	 	(q)	 	all Letter of Credit Rights;
	 
	 	(r)	 	all Securities;
	 
	 	(s)	 	all Securities Accounts and all of the credit balances, Securities Entitlements,
other Financial Assets and items or property (or their value) standing to the credit from
time to time in such Securities Accounts
	 
	 	(t)	 	all Rental Fleet;
	 
	 	(u)	 	all Pledged Collateral, including the Pledged Stock and the Pledged Notes listed in
Schedule 2;
	 
	 	(v)	 	all Vehicles (other than Rental Fleet);
	 
	 	(w)	 	all Fixtures;
	 
	 	(x)	 	all books and records
pertaining to any of the foregoing;
	 
	 	(y)	 	the Collateral Proceeds
Account;
	 
	 	(z)	 	all substitutions and replacements of and increases, additions and,
where applicable, accessions to the property described in (a) through (y)
inclusive; and





          (aa) to the extent not otherwise included, all Proceeds and products of any and all of the
foregoing and all collateral security and guarantees given by any Person with respect to any of the
foregoing.





2.2 Certain Limited Exceptions.



          No security interest, mortgage, charge, assignment, hypothecation or pledge (collectively,
“Security Interest”) is or will be granted pursuant hereto in any right, title or interest
of the Grantor under or in (collectively, the “Excluded Assets”):




          (a) any Instruments, Contracts, Chattel Paper, Intangibles, Copyright Licenses, Patent
Licenses, Trade-mark Licenses, Trade Secret Licenses, Industrial Design Licenses or other contracts
or agreements with or issued by Persons other than Holdings, a Subsidiary of Holdings or an
Affiliate thereof, (collectively, “Restrictive Agreements”) that would otherwise be
included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a
part of the Collateral) for so long as, and to the extent that,
the granting of such a security interest pursuant hereto would result in a breach, default or
termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to
the PPSA or other applicable law, the granting of security interests therein can be made without
resulting in a breach, default or termination of such Restrictive Agreements). The security
interest with respect to each Restrictive Agreement will constitute a trust in favour of the
Canadian Collateral Agent, for the benefit of the Secured Parties, pursuant to which the Grantor
holds as trustee all Proceeds arising under or in connection with the Restrictive Agreement in
trust for the Canadian Collateral Agent,




CANADIAN SECURITY AGREEMENT





- 10 -









 







for the benefit of the Secured Parties, on the following basis: (i) subject to the Credit
Agreement, until the security interest is enforceable, the Grantor is entitled to receive all such
Proceeds; and (ii) whenever the security interest is enforceable, (A) all rights of the Grantor to
receive such Proceeds cease and all such Proceeds will be immediately paid over to the Canadian
Collateral Agent for the benefit of the Secured Parties, and (B) the Grantor will take all actions
requested by the Canadian Collateral Agent to collect and enforce payment and other rights arising
under the Restrictive Agreement;




          (b) any Equipment that would otherwise be included in the Collateral (and such Equipment shall
not be deemed to constitute a part of the Collateral) if such Equipment is subject to a Lien
permitted by subsection 8.3(h) of the Credit Agreement (but only for so long as such Liens are in
place);




          (c) any property that would otherwise be included in the Collateral (and such property shall
not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise
transferred in connection with a Sale and Leaseback Transaction permitted under subsection 8.11 of
the Credit Agreement, or is subject to any Liens permitted under subsection 8.3(n) of the Credit
Agreement. Notwithstanding the foregoing, the security interest of the Collateral Agent shall
attach to any money, securities or other consideration received by the Grantor as consideration for
the sale or other disposition of such property;




          (d) any Money, cash, cheques, other negotiable instrument, funds and other evidence of payment
held in any Deposit Account of the Parent Borrower or any of its Subsidiaries (i) for the benefit
of customers of the Grantor or any of its Subsidiaries in the ordinary course of business and (ii)
in the nature of security deposit with respect to obligations for the benefit of the Parent
Borrower or any of its Subsidiaries, which must be held for or returned to the applicable
counterparty under applicable law or pursuant to Contractual Obligations;




          (e) any ULC Shares. If the Grantor acquires any ULC Shares, it shall immediately notify the
Canadian Collateral Agent. Upon the request of the Canadian Collateral Agent, the Grantor shall
execute and deliver all such agreements and deliver all such other documents, opinions and
certificates (including without limitation share certificates evidencing such ULC Shares) as the
Canadian Collateral Agent may reasonably require to receive a perfected, first ranking priority
Security Interest in the ULC Shares, in each case, in form and substance reasonably acceptable to
the Canadian Collateral Agent.




          (f) the Collateral shall not include the last day of the term of any lease or agreement
therefor but upon the enforcement of the security interest granted hereby in the Collateral, the
Grantor shall stand possessed of such last day in trust to assign the same to any person acquiring
such term;




          (g) the term “Goods” when used in this Agreement shall not include
“consumer goods” of the Grantor as that term is defined in the PPSA;




          (h) notwithstanding Section 2.1, the Grantor’s grant of security in Trade-marks (as defined in
the Trade- marks Act (Canada)) under this Agreement shall be limited to a grant by




CANADIAN SECURITY AGREEMENT






- 11 -









 







the Grantor of a security interest in all of the Grantor’s right, title and interest in such
Trademarks;





2.3 Attachment.



          The Grantor and the Canadian Collateral Agent hereby acknowledge that (a) value has been given
in respect of the security interests granted herein; (b) the Grantor has rights in the Collateral
in which it has granted a security interest; and (c) this Agreement constitutes a security
agreement as that term is defined in the PPSA.





2.4 Deficiency.



          If the Collateral is realized upon and the security interest in the Collateral is not
sufficient to satisfy all of the Obligations, the Grantor acknowledges and agrees that, subject to
the provisions of the PPSA, the Grantor shall continue to be liable for any Obligations remaining
outstanding and the Canadian Collateral Agent shall be entitled to pursue full payment thereof.




SECTION 3 REPRESENTATIONS AND WARRANTIES




          To induce the Canadian Collateral Agent and the Lenders to enter into the Credit Agreement and
to induce the Lenders to make their respective extensions of credit to the Canadian Borrowers
thereunder, the Grantor hereby represents and warrants to the Canadian Collateral Agent and each
other Secured Party that, in each case after giving effect to the Transaction:





3.1 Title; No Other Liens.



          Except for the security interests granted to the Canadian Collateral Agent for the
rateable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to
exist on the Collateral by the Credit Agreement (including, without limitation, subsection 8.3
thereof), the Grantor owns each item of the Collateral free and clear of any and all Liens. Except
as set forth on Schedule 3, no currently effective financing statement or other
similar public notice with respect to all or any part of the Collateral is on file or of record in
any public office, except such as have been filed in favour of the Canadian Collateral Agent for
the rateable benefit of the Secured Parties pursuant to this Agreement or as are permitted by the
Credit Agreement (including without limitation subsection 8.3 thereof) or any other Loan Document
or for which financing change statements or discharges will be delivered on the Closing Date.





3.2 Perfected First Priority Liens.



          (a) This Agreement is effective to create, as collateral security for the Obligations of
the Grantor, valid and enforceable Liens on the Grantor’s Collateral in favour of the Canadian
Collateral Agent for the benefit of the Secured Parties, except (i)
with respect to all Intellectual Property that is an Excluded Asset, or (ii) as enforceability
may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditor’s rights generally, general
equitable principles (whether considered in a proceeding in equity or at law) and an implied
covenant of good faith and fair dealing.




CANADIAN SECURITY AGREEMENT





- 12 -









 








          (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any first
ranking priority liens or deemed trusts created in favour of the Canadian federal, provincial or
territorial government as required by law (if any), upon the completion of the Filings and, with
respect to Instruments, Chattel Paper, Pledged Securities, Securities and Documents of Title upon
the earlier of such Filing or the delivery to and continuing possession by the Canadian Collateral
Agent of all Instruments, Chattel Paper, Pledged Securities, Securities and Documents of Title, a
security interest in which is perfected by possession, the Liens created pursuant to this Agreement
will constitute valid Liens on and (to the extent provided herein) perfected security interests in
the Grantor’s Collateral in favour of the Canadian Collateral Agent for the benefit of the Secured
Parties, and will be prior to all other Liens of all other Persons other than Permitted Liens, and
enforceable as such as against all other Persons other than Ordinary Course Transferees, except to
the extent that the recording of an assignment or other transfer of title to the Canadian
Collateral Agent or the recording of other applicable documents, in each case, in the Canadian
Intellectual Property Office may be necessary for perfection or enforceability, and except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors’ rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity or at law) or by an implied
covenant of good faith and fair dealing. As used in this subsection 3.2(b), the following terms
shall have the following meanings:





     “Filings”: the filing, registration or recording of (i) the Financing
Statements as set forth in Schedule 3, (ii) this Agreement or a notice thereof with respect
to Intellectual Property as set forth in Schedule 3, and (iii) any filings after the Closing
Date in any other jurisdiction as may be necessary under any Requirement of Law.




     “Financing Statements”: the financing statements delivered to the Canadian
Collateral Agent by the Grantor on the Closing Date for filing in the jurisdictions listed
in Schedule 3.




     “Ordinary Course Transferees”: (i) with respect to goods only, buyers in the
ordinary course of business and lessees in the ordinary course of business, (ii) with
respect to intangibles only, licensees in the ordinary course of business, and (iii) any
other Person who is entitled to take free of the Lien.




     “Permitted Liens”: Liens permitted pursuant to the Credit Documents, including
without limitation those permitted to exist pursuant to subsection 8.3 of the Credit
Agreement.




     “Specified Assets”: the following property and assets of the Grantor:




	 	(1)	 	Patents, Patent Licenses, Trade-marks, Trade-mark Licenses, Industrial Designs and
Industrial Design Licenses to the extent that (a) Liens thereon cannot be perfected by the
filing of financing statements under the PPSA or by the filing
and acceptance thereof in the Canadian Intellectual Property Office (including Liens on
such Patents, Patent Licenses, Trade-marks, Trade-mark Licenses, Industrial Designs and
Industrial Design Licenses that are non-Canadian Patents, Patent Licenses, Trade-marks,
Trade-mark Licenses, Industrial Designs or Industrial





CANADIAN SECURITY AGREEMENT





- 13 -









 









	 	 	 	Design Licenses) or (b) such Patents, Patent Licenses, Trade-marks, Trade-mark
Licenses, Industrial Designs and Industrial Design Licenses are not, individually or in
the aggregate, material to the business of any Canadian Borrower and its Subsidiaries
taken as a whole;
	 
	 	(2)	 	Copyrights and Copyright Licenses with respect thereto and Accounts or receivables arising
therefrom to the extent that the PPSA is not applicable to the creation or perfection of Liens
thereon;
	 
	 	(3)	 	Collateral for which the perfection of Liens thereon requires filings in or other actions
under the laws of jurisdictions outside of Canada, any province or territory;
	 
	 	(4)	 	goods included in Collateral received by any Person from the Grantor for “sale or return” to
the extent of claims of creditors of such Person;
	 
	 	(5)	 	Equipment constituting fixtures (other than any such Equipment subject to a Mortgage);
	 
	 	(6)	 	Proceeds of Accounts or Inventory which do not themselves constitute Collateral or which have
not yet been transferred to or deposited in the Collateral Proceeds Account (if any) or to a
Blocked Account; and
	 
	 	(7)	 	Uncertificated Securities to the extent a security interest is not perfected by the filing of
a financing statement.






3.3 Jurisdiction of Organization and Locations of Collateral.



          On the date hereof, the Grantor’s jurisdiction of incorporation or amalgamation, chief
executive office, and the locations of its Collateral, are as specified on Schedule 4.





3.4 Accounts Receivable.



          The amounts represented by the Grantor to the Canadian Administrative Agent or the other
Secured Parties from time to time as owing by each account debtor or by all account debtors in
respect of the Grantor’s Accounts Receivable constituting Collateral will at such time be the
correct amount, in all material respects, actually owing by such account debtor or debtors
thereunder, except to the extent that appropriate reserves therefor have been established on the
books of the Grantor in accordance with GAAP. Unless otherwise indicated in writing to the Canadian
Administrative Agent, each Account Receivable of the Grantor arises out of a bona fide sale and
delivery of goods or rendition of services by the Grantor. The Grantor has not given any account
debtor any deduction in respect of the amount due under any such Account, except in the ordinary
course of business or as the Grantor may otherwise advise the Canadian Administrative
Agent in writing.





3.5 Patents, Trade-marks, Copyrights and Industrial Designs.



          Schedule 5 lists all material Trade-marks, material Copyrights, material
Patents




CANADIAN SECURITY AGREEMENT





- 14 -









 







and material Industrial Designs, in each case registered in the Canadian Intellectual Property
Office and owned by the Grantor in its own name as of the date hereof, and all material Trademark
Licenses, all material Copyright Licenses, all material Patent Licenses and material Industrial
Designs (including, without limitation, material Trade-mark Licenses for registered Trade-marks,
all material Copyright Licenses for registered Copyrights, material Patent Licenses for registered
Patents and material Industrial Design Licenses for registered Industrial Designs) owned by the
Grantor in its own name as of the date hereof.





3.6 All Shares Pledged.



          Except as provided in subsection 2.2, the shares of Pledged Stock pledged by the Grantor
hereunder constitute in the case of shares of a Subsidiary, all the issued and outstanding shares
of all classes of the Capital Stock of such Subsidiary owned by the Grantor as is specified on
Schedule 2.





3.7 Shares Duly and Validly Issued.



          All the shares of the Pledged Stock pledged by the Grantor hereunder have been duly and
validly issued and are fully paid and non-assessable (or the equivalent, if any, under applicable
foreign law).





3.8 Grantor Beneficial Owner.



          The Grantor is the record and beneficial owner of, and has good title to, the Pledged
Securities pledged by it hereunder, free of any and all Liens or options in favour of, or claims
of, any other Person, except the security interest created by this Agreement and Liens arising by
operation of law or expressly permitted by the Credit Agreement.





3.9 Valid Interest.



          Upon the delivery to the Canadian Collateral Agent of the certificates evidencing the Pledged
Securities held by the Grantor together with executed undated stock powers or other instruments of
transfer, the security interest created in such Pledged Securities constituting certificated
securities by this Agreement, assuming the continuing possession of such Pledged Securities by the
Canadian Collateral Agent will constitute a valid, perfected first priority security interest in
such Pledged Securities to the extent provided in and governed by the PPSA, enforceable in
accordance with its terms against all creditors of the Grantor and any Persons purporting to
purchase such Pledged Securities from the Grantor, except as enforceability may be affected by
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors’ rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.




          Upon the earlier of (x) (to the extent a security in Uncertificated Securities may be
perfected by the filing of a financing statement) the filing of the financing statements listed on
Schedule 3 hereto and (y) the obtaining and maintenance of Control by the Canadian
Collateral Agent (or its agents appointed for the purposes of perfection) of all Pledged Securities
that constitute Uncertificated Securities, the security interest created by this Agreement in such




CANADIAN SECURITY AGREEMENT





- 15 -









 







Pledged Securities that constitute Uncertificated Securities, will constitute a valid,
perfected first priority security interest in such Pledged Securities constituting Uncertificated
Securities, enforceable in accordance with its terms against all creditors of the Grantor and any
persons purporting to purchase such Pledged Securities from the Grantor, except as enforceability
may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors’ rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing.




SECTION 4 COVENANTS




          The Grantor covenants and agrees with the Canadian Collateral Agent and the other Secured
Parties that, from and after the date of this Agreement until the earlier to occur of (i) the date
upon which the Loans (including the face amount of all outstanding Bankers’ Acceptance Loans), any
Reimbursement Obligations and all other Obligations then due and owing shall have been paid in full
in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash
collateralized in a manner satisfactory to the Issuing Lender) and the Commitments shall have
terminated or (ii) the date upon which all the Capital Stock of the Grantor shall have been sold or
otherwise disposed of (to a Person other than Holdings, the Parent Borrower or a Subsidiary of
either) as permitted under the terms of the Credit Agreement:





4.1 Delivery of Instruments and Chattel Paper.



          If any amount payable under or in connection with any of the Collateral shall be or become
evidenced by any Instrument or Chattel Paper, the Grantor shall (except as provided in the
following sentence) be entitled to retain possession of all Collateral of the Grantor evidenced by
any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Canadian
Collateral Agent, for the rateable benefit of the Secured Parties. In the event that an Event of
Default shall have occurred and be continuing, upon the request of the Canadian Collateral Agent,
such Instrument or Chattel Paper (other than ordinary course rental contracts for Rental Fleet
Vehicles) shall be promptly delivered to the Canadian Collateral Agent duly endorsed in a manner
satisfactory to the Canadian Collateral Agent to be held as Collateral pursuant to this Agreement.
The Grantor shall not permit any other Person to possess any such Collateral at any time other than
in connection with any sale or other disposition of such Collateral in a transaction permitted by
the Credit Agreement.





4.2 Maintenance of Insurance.



          The Grantor will maintain with financially sound and reputable insurance companies insurance
on all property material to the business of the Parent Borrower and its Subsidiaries, taken as a
whole, in at least such amounts and against at least such risks (but including in any event public
liability, product liability and business interruption) as are usually insured against in the same
general area by companies of similar size engaged
in the same or a similar business; furnish to the Canadian Collateral Agent, upon written
request, information in reasonable detail as to the insurance carried; and ensure that at all times
the Canadian Collateral Agent and the other Secured Parties, shall be named as additional insureds
with respect to




CANADIAN SECURITY AGREEMENT





- 16 -









 







liability policies and the Canadian Collateral Agent shall be names as loss payee with
respect to the casualty insurance maintained by the Grantor with respect to the Collateral.





4.3 Payment of Obligations.



          The Grantor will pay and discharge or otherwise satisfy at or before maturity or before they
become delinquent, as the case may be, all material taxes, assessments and governmental charges or
levies imposed upon the Collateral or in respect of income or profits therefrom, as well as all
material claims of any kind (including, without limitation, material claims for labour, materials
and supplies) against or with respect to the Collateral, except that no such tax, assessment,
charge or levy need be paid or satisfied if the amount or validity thereof is currently being
contested in good faith by appropriate proceedings and reserves in conformity with GAAP with
respect thereto have been provided on the books of the Grantor.





4.4 Maintenance of Perfected Security Interest; Further Documentation.



          (a) The Grantor shall maintain the security interest created by this Agreement in the
Collateral as a perfected security interest having at least the priority described in subsection
3.2 and shall defend such security interest against the claims and demands of all Persons
whomsoever.




          (b) The Grantor will furnish to the Canadian Collateral Agent from time to time statements and
schedules further identifying and describing the Collateral and such other reports in connection
with the Collateral as the Canadian Collateral Agent may reasonably request in writing, all in
reasonable detail.




          (c) At any time and from time to time, upon the written request of the Canadian Collateral
Agent, and at the sole expense of the Grantor, the Grantor will promptly and duly execute and
deliver such further instruments and documents and take such further actions as the Canadian
Collateral Agent may reasonably request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted by the Grantor, including,
without limitation, the filing of any financing or financing change statements under the PPSA with
respect to the security interests created hereby.





4.5 Changes in Name, Jurisdiction of Organization, etc.



          The Grantor will not, except upon not less than 30 days’ prior written notice to the Canadian
Collateral Agent, change its name or jurisdiction of organization (whether by amalgamation or
otherwise) or chief executive office or move any of its Collateral to a new jurisdiction other than
disclosed in Schedule 4; provided that, promptly after receiving a written request
therefor from the Canadian Collateral Agent, the Grantor shall deliver to the Canadian Collateral
Agent all additional financing
statements or financing change statement and other documents reasonably requested by the
Canadian Collateral Agent to maintain the validity, perfection and priority of the security
interests as and to the extent provided for herein.




CANADIAN SECURITY AGREEMENT





- 17 -









 









4.6 Notices.



          The Grantor will advise the Canadian Administrative Agent promptly, in reasonable detail,
of:




          (a) any Lien (other than security interests created hereby or Liens expressly permitted under
the Credit Agreement) on any of the Collateral which would materially adversely affect the ability
of the Canadian Collateral Agent to exercise any of its remedies hereunder; and




          (b) the occurrence of any other event which would reasonably be expected to have a material
adverse effect on the security interests created hereby.





4.7 Pledged Stock.



          In the event the Grantor is an Issuer within the meaning of any Canadian Security
Agreement, the Grantor agrees that (i) it will be bound by the terms of this Agreement (or such
other Canadian Security Agreement, as applicable) relating to the Pledged Stock issued by it and
will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the
Canadian Collateral Agent promptly in writing of the occurrence of any of the events described in
subsection 4.17 with respect to the Pledged Stock issued by it and (iii) the terms of subsections
5.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that
may be required of it pursuant to subsection 5.3(c) or 5.7 with respect to the Pledged Stock issued
by it.





4.8 Accounts Receivable.



          (a) With respect to the Accounts Receivable constituting Collateral, other than in the
ordinary course of business or as permitted by the Loan Documents, the Grantor will not
(i) grant any extension of the time of payment of any of the Grantor’s Accounts Receivable, (ii)
compromise or settle any such Account Receivable for less than the full amount thereof, (iii)
release, wholly or partially, any Person liable for the payment of any Account Receivable, (iv)
allow any credit or discount whatsoever on any such Account Receivable or (v) amend,
supplement or modify any Account Receivable unless such extensions, compromises, settlements,
releases, credits or discounts would not reasonably be expected to materially adversely affect the
value of the Accounts Receivable constituting Collateral taken as a whole.




          (b) The Grantor will deliver to the Canadian Collateral Agent a copy of each material demand,
notice or document received by it that questions or calls into doubt
the validity or enforceability of more than 10% of the aggregate amount of the then
outstanding Accounts Receivable.





4.9 Maintenance of Records.



          The Grantor will keep and maintain at its own cost and expense reasonably satisfactory
and complete records of its Collateral, including, without limitation, a record of all payments
received and all credits granted with respect to such Collateral, and shall mark such records to
evidence this Agreement and the Liens and the security interests created hereby.




CANADIAN SECURITY AGREEMENT







- 18 -









 









4.10 Acquisition of Intellectual Property.



          Within 90 days after the end of each calendar year, the Grantor will notify the Canadian
Collateral Agent of any acquisition of (i) any registration of any material Copyright, Patent,
Trade-mark or Industrial Design or (ii) any exclusive rights under a material Copyright License,
Patent License, Trade-mark License or Industrial Design License constituting Collateral, and,
except with respect to Intellectual Property that is an Excluded Asset, shall take such actions as
may be reasonably requested by the Canadian Collateral Agent (but only to the extent such actions
are within the Grantor’s control) to perfect the security interest granted to the Canadian
Collateral Agent and the other Secured Parties therein, to the extent provided herein in respect of
any Copyright, Patent, Trade-mark or Industrial Design constituting Collateral on the date hereof,
by (x) the execution and delivery of a Confirmation of Security Interest in Intellectual Property
in the form of Annex 1 hereto and the recordation thereof in the Canadian Intellectual Property
Office and (y) the making of appropriate registrations of financing statements under the PPSA.





4.11 Protection of Trade Secrets.



          The Grantor shall take all steps which it deems commercially reasonable to preserve and
protect the secrecy of all material Trade Secrets of the Grantor.





4.12 Grant of License to Use Intellectual Property.



          For the purpose of enabling the Canadian Collateral Agent to exercise rights and remedies
under this Agreement at such time as the Canadian Collateral Agent shall be lawfully entitled to
exercise such rights and remedies, the Grantor hereby grants to the Canadian Collateral Agent an
irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to
the Grantor) to use, license or sublicense any of the Collateral consisting of Intellectual
Property now owned or hereafter acquired by the 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. The use of such license by the Canadian Collateral Agent may be exercised, at the option
of the Canadian Collateral Agent, upon the occurrence and during the continuation of an Event of
Default, provided that any license, sublicense or other transaction entered into by the Canadian
Collateral Agent in accordance herewith shall be binding upon the Grantor notwithstanding any
subsequent cure of an Event of Default.





4.13 Deposit Accounts; Etc.



          The Grantor shall take, or refrain from taking, as the case may be, each action that is
necessary to be taken or not taken, as the case maybe, so that no breach of subsection 4.16 of the
Credit Agreement is caused by the failure to take such action or to refrain from taking such action
by the Grantor or any of its Subsidiaries.




CANADIAN SECURITY AGREEMENT





- 19 -









 









4.14 Protection of Trade-marks.



          The Grantor shall not, with respect to any Trade-marks that are material to the business of
the Grantor, cease the use of any of such Trade-marks or fail to maintain the level of the quality
of products sold and services rendered under any of such Trade-mark at a level at least
substantially consistent with the quality of such products and services as of the date hereof, and
the Grantor shall take all steps reasonably necessary to insure that licensees of such Trademarks
use such consistent standards of quality.





4.15 Protection of Intellectual Property.



          Subject to the Credit Agreement, the Grantor shall not do any act or omit to do any act
whereby any of the Intellectual Property which is material to the business of the Grantor may
lapse, expire, or become abandoned, or unenforceable.





4.16 Assignment of Letter of Credit Rights.



          In the case of any Letter-of-Credit Rights of the Grantor in any letter of credit exceeding
$5,000,000 in value acquired following the Closing Date, the Grantor shall use its commercially
reasonable efforts to promptly obtain the consent of the issuer thereof and any nominated person
thereon to the assignment of the proceeds of the related letter of credit, pursuant to an agreement
in form and substance reasonably satisfactory to the Canadian Administrative Agent.





4.17 Additional Shares.



          If the Grantor shall, as a result of its ownership of its Pledged Stock, become entitled to
receive or shall receive any stock certificate (including, without limitation, any stock
certificate representing a stock or share dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any certificate issued in connection with any
reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer,
whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of
the Pledged Stock, or otherwise in respect thereof, the Grantor shall accept the same as the agent
of the Canadian Collateral Agent and the other Secured Parties, hold the same in trust for the
Canadian Collateral Agent and the other Secured Parties and deliver the same forthwith to the
Canadian Collateral Agent (who will hold the same on behalf of the Secured Parties) in the exact
form received, duly endorsed by the Grantor to the Canadian Collateral Agent, if required, together
with an undated stock power covering such certificate duly executed in blank by the Grantor, to be
held by the Canadian Collateral Agent, subject to the terms hereof, as additional collateral
security for the Obligations (subject to subsection 2.2). Any sums paid upon or in respect of the
Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or
dissolution of any Subsidiary of the Parent Borrower in accordance with the Credit Agreement) shall
be paid over to the Canadian Collateral Agent to be held by it hereunder as additional collateral
security for the Obligations, and in case any
distribution of capital shall be made on or in respect of the Pledged Stock or any property
shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or
reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the
property so distributed shall, unless




CANADIAN SECURITY AGREEMENT





- 20 -









 







otherwise subject to a perfected security interest in favour of the Canadian Collateral
Agent, be delivered to the Canadian Collateral Agent to be held by it hereunder as additional
collateral security for the Obligations. If any sums of money or property so paid or distributed in
respect of the Pledged Stock shall be received by the Grantor, the Grantor shall, until such money
or property is paid or delivered to the Canadian Collateral Agent, hold such money or property in
trust for the Secured Parties, segregated from other funds of the Grantor, as additional collateral
security for the Obligations.





4.18 Maintenance of Pledged Stock.



          Without the prior written consent of the Canadian Collateral Agent, the Grantor will not
(except as permitted by the Credit Agreement) (i) vote to enable, or take any other action to
permit, any Issuer to issue any stock or other equity securities of any nature or to issue any
other securities convertible into, or granting the right to purchase or exchange for, any stock or
other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or
otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds
thereof, (iii) create, incur or permit to exist any Lien or option in favour of, or any material
adverse claim of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or
any interest therein, except for the security interests created by this Agreement or Liens arising
by operation of law or (iv) enter into any agreement or undertaking restricting the right or
ability of the Grantor or the Canadian Collateral Agent to sell, assign or transfer any of the
Pledged Securities or Proceeds thereof.





4.19 Pledged Notes.



          The Grantor shall, on the date of this Agreement, deliver to the Canadian Collateral Agent all
Pledged Notes then held by the Grantor (excluding any Pledged Note the principal amount of which
does not exceed $3,500,000), endorsed in blank or, at the request of the Canadian Collateral Agent,
endorsed to the Canadian Collateral Agent. Furthermore, within ten Business Days after any Grantor
obtains a Pledged Note with a principal amount in excess of $5,000,000, the Grantor shall cause
such Pledged Note to be delivered to the Canadian Collateral Agent, endorsed in blank or, at the
request of the Canadian Collateral Agent, endorsed to the Canadian Collateral Agent.





4.20 Maintenance of Security Interest.



          The Grantor shall maintain the security interest created by this Agreement in the Grantor’s
Pledged Collateral as a perfected security interest having at least the priority described in
subsection 3.2 and shall defend such security interest against the claims and demands of all
Persons whomsoever. At any time and from time to time, upon the written request of the Canadian
Collateral Agent and at the sole expense of the Grantor, the Grantor will promptly and duly execute
and deliver such further instruments and documents and take such further actions as the Canadian
Collateral Agent may reasonably request for the purpose of obtaining or preserving the full
benefits of this
Agreement and of the rights and powers herein granted by the Grantor.




CANADIAN SECURITY AGREEMENT





- 21 -









 








SECTION 5 REMEDIAL PROVISIONS





5.1 Certain Matters Relating to Accounts.



          (a) At any time and from time to time after the occurrence and during the continuance of an
Event of Default, the Canadian Collateral Agent shall have the right to make test verifications of
the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable
medium that it reasonably considers advisable, and the Grantor shall furnish all such assistance
and information as the Canadian Collateral Agent may reasonably require in connection with such
test verifications. At any time and from time to time after the occurrence and during the
continuance of an Event of Default, upon the Canadian Collateral Agent’s reasonable request and at
the expense of the Grantor, the Grantor shall cause independent public or chartered accountants or
others reasonably satisfactory to the Canadian Collateral Agent to furnish to the Canadian
Collateral Agent reports showing reconciliations, aging and test verifications of, and trial
balances for, the Accounts Receivable constituting Collateral.




          (b) The Canadian Collateral Agent hereby authorizes the Grantor to collect the Grantor’s
Accounts Receivable constituting Collateral and the Canadian Collateral Agent may curtail or
terminate said authority at any time after the occurrence and during the continuance of an Event of
Default specified in subsection 9(a) of the Credit Agreement. If required by the Canadian
Collateral Agent at any time after the occurrence and during the continuance of an Event of Default
specified in subsection 9(a) of the Credit Agreement, any Proceeds constituting payments or other
cash proceeds of Accounts Receivables constituting Collateral, when collected by the Grantor, (i)
shall be forthwith (and, in any event, within two Business Days of receipt by the Grantor)
deposited in, or otherwise transferred by the Grantor to the Collateral Proceeds Account, subject
to withdrawal by the Canadian Collateral Agent for the account of the Secured Parties only as
provided in subsection 5.5, and (ii) until so turned over, shall be held by the Grantor in trust
for the Canadian Collateral Agent and the other Secured Parties, segregated from other funds of the
Grantor. All Proceeds constituting collections or other cash proceeds of Accounts Receivable
constituting Collateral while held by the Canadian Collateral Account Bank (or by the Grantor in
trust for the benefit of the Canadian Collateral Agent and the other Secured Parties) shall
continue to be collateral security for all of the Obligations and shall not constitute payment
thereof until applied as hereinafter provided. At any time when an Event of Default specified in
subsection 9(a) of the Credit Agreement has occurred and is continuing, at the Canadian Collateral
Agent’s election, each of the Canadian Administrative Agent and the Canadian Collateral Agent may
apply all or any part of the funds on deposit in the Canadian Collateral Proceeds Account
established by the Grantor to the payment of the Obligations of the Grantor then due and owing,
such application to be made as set forth in subsection 5.5 hereof. So long as no Event of Default
has occurred and is continuing, the funds on deposit in the Canadian Collateral Proceeds Account
shall be remitted as provided in subsection 5.1(d) hereof.




          (c) At any time and from time to time after the occurrence and during the continuance of an
Event of Default specified in subsection 9(a) of the Credit Agreement, at the Canadian Collateral
Agent’s request, the Grantor shall deliver to the Canadian Collateral Agent copies or, if required
by the Canadian Administrative Agent for the enforcement thereof or foreclosure thereon, originals
of all documents held by the Grantor evidencing, and relating to,




CANADIAN SECURITY AGREEMENT





- 22 -









 







the agreements and transactions which gave rise to the Grantor’s Accounts Receivable
constituting Collateral, including, without limitation, all statements relating to the Grantor’s
Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts.




          (d) So long as no Event of Default has occurred and is continuing, the Canadian Collateral
Agent shall instruct the Canadian Collateral Account Bank to promptly remit any funds on deposit in
the Grantor’s Canadian Collateral Proceeds Account to the Grantor’s General Fund Account. In the
event that an Event of Default has occurred and is continuing, the Canadian Collateral Agent and
the Grantors agree that the Canadian Collateral Agent, at its option, may require that each
Collateral Proceeds Account and the General Fund Account of the Grantor be established at the
Canadian Collateral Agent. The Grantor shall have the right, at any time and from time to time, to
withdraw such of its funds from its General Fund Account, and to maintain such balances in its
General Fund Account, as it shall deem to be necessary or desirable.





5.2 Communications with Obligors; Grantors Remain Liable.



          (a) The Canadian Collateral Agent, in its own name or in the name of others, may at any time
and from time to time after the occurrence and during the continuance of an Event of Default
specified in subsection 9(a) of the Credit Agreement, communicate with obligors under the Accounts
Receivable constituting Collateral and parties to the Contracts (in each case, to the extent
constituting Collateral) to verify with them to the Canadian Collateral Agent’s satisfaction the
existence, amount and terms of any Accounts Receivable constituting Collateral or Contracts.




          (b) Upon the request of the Canadian Collateral Agent at any time after the occurrence and
during the continuance of an Event of Default specified in subsection 9(a) of the Credit Agreement,
the Grantor shall notify obligors on the Grantor’s Accounts Receivable and parties to the Grantor’s
Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and
such Contracts have been assigned to the Canadian Collateral Agent, for the rateable benefit of the
Secured Parties, and that payments in respect thereof shall be made directly to the Canadian
Collateral Agent.




          (c) Anything herein to the contrary notwithstanding, the Grantor shall remain liable under
each of its Accounts Receivable to observe and perform all the conditions and obligations to be
observed and performed by it thereunder, all in accordance with the terms of any agreement giving
rise thereto. None of the Canadian Collateral Agent, the Canadian Administrative Agent or any other
Secured Party shall have any obligation or liability under any Account Receivable (or any agreement
giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Canadian
Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Canadian
Collateral Agent or any other Secured Party be obligated in any manner to perform any of the
obligations of the Grantor under or pursuant to any Account Receivable (or any agreement giving
rise thereto) to make any payment, to make any
inquiry as to the nature or the sufficiency of any payment received by it or as to the
sufficiency of any performance by any party thereunder, to present or file any claim, to take any
action to enforce any performance or to collect the payment of any amounts that may have been
assigned to it or to which it may be entitled at any time or times.




CANADIAN SECURITY AGREEMENT






- 23 -









 









5.3 Pledged Stock.



          (a) Unless an Event of Default shall have occurred and be continuing and the Canadian
Collateral Agent shall have given notice to the Grantor of the Canadian Collateral Agent’s intent
to exercise its corresponding rights pursuant to subsection 5.3(b), the Grantor shall be permitted
to receive all cash dividends and distributions paid in respect of the Pledged Stock (subject to
the last two sentences of subsection 4.17 of this Agreement) and all payments made in respect of
the Pledged Notes, to the extent permitted in the Credit Agreement, and to exercise all voting and
corporate rights with respect to the Pledged Stock; provided, however, that no vote shall be cast
or corporate right exercised or such other action taken (other than in connection with a
transaction expressly permitted by the Credit Agreement) which, in the Canadian Collateral Agent’s
reasonable judgment, would materially impair the Pledged Stock or the related rights or remedies of
the Secured Parties or which would be inconsistent with or result in any violation of any provision
of the Credit Agreement, this Agreement or any other Loan Document.




          (b) If an Event of Default shall occur and be continuing and the Canadian Collateral Agent
shall give notice of its intent to exercise such rights to the Grantor, (i) the Canadian Collateral
Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid
in respect of the Pledged Stock and make application thereof to the Obligations of the Grantor in
such order as is provided in subsection 5.5, and (ii) any or all of the Pledged Stock shall be
registered in the name of the Canadian Collateral Agent or its nominee, and the Canadian Collateral
Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining
to such Pledged Stock at any meeting of shareholders of the relevant Issuer or Issuers or otherwise
and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges
or options pertaining to such Pledged Stock as if it were the absolute owner thereof (including,
without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon
the merger, consolidation, reorganization, recapitalization or other fundamental change in the
corporate structure of any Issuer, or upon the exercise by the Grantor or the Canadian Collateral
Agent of any right, privilege or option pertaining to such Pledged Stock, and in connection
therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee,
depositary, transfer agent, registrar or other designated agency upon such terms and conditions as
the Canadian Collateral Agent may reasonably determine), all without liability (other than for its
gross negligence or wilful misconduct) except to account for property actually received by it, but
the Canadian Collateral Agent shall have no duty to the Grantor to exercise any such right,
privilege or option and shall not be responsible for any failure to do so or delay in so doing,
provided that the Canadian Collateral Agent shall not exercise any voting or other consensual
rights pertaining to the Pledged Stock in any way that would constitute an exercise of the remedies
described in subsection 5.6 other than in accordance with subsection 5.6.




          (c) The Grantor hereby authorizes and instructs each Issuer or maker of any Pledged Securities
pledged by the Grantor hereunder to (i) comply with any
instruction received by it from the Canadian Collateral Agent in writing that (x) states that
an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the
terms of this Agreement, without any other or further instructions from the Grantor, and the
Grantor agrees that each Issuer or maker shall be fully protected in so complying, and (ii) unless
otherwise expressly




CANADIAN SECURITY AGREEMENT







- 24 -









 







permitted hereby, pay any dividends or other payments with respect to the Pledged Securities
directly to the Canadian Collateral Agent.




          (d) The Canadian Collateral Agent may, if an Event of Default shall occur and be continuing,
sell, transfer, use or otherwise deal with any Investment Property included in the Collateral over
which the Canadian Collateral Agent has Control, on such conditions and in such marmer as the
Canadian Collateral Agent in its sole discretion may determine.





5.4 Proceeds to be Turned Over To Canadian Collateral Agent.



          In addition to the rights of the Canadian Collateral Agent and the other Secured Parties
specified in subsection 5.1 with respect to payments of Accounts Receivable constituting
Collateral, if an Event of Default shall occur and be continuing, and the Canadian Collateral Agent
shall have instructed the Grantor to do so, all Proceeds received by the Grantor consisting of
cash, cheques and other Cash Equivalent items shall be held by the Grantor in trust for the
Canadian Collateral Agent and the other Secured Parties hereto, or as applicable, segregated from
other funds of the Grantor, and shall, forthwith upon receipt by the Grantor, be turned over to the
Canadian Collateral Agent (or its agents appointed for purposes of perfection) in the exact form
received by the Grantor (duly endorsed by the Grantor to the Canadian Collateral Agent if
required). All Proceeds received by the Canadian Collateral Agent hereunder shall be held by the
Canadian Collateral Agent in the relevant Canadian Collateral Proceeds Account maintained under its
sole dominion and control. All Proceeds while held by the Canadian Collateral Agent in such
Canadian Collateral Proceeds Account (or by the Grantor in trust for the Canadian Collateral Agent
and the other Secured Parties) shall continue to be held as collateral security for all the
Obligations of the Grantor and shall not constitute payment thereof until applied as provided in
subsection 5.5.





5.5 Application of Proceeds.



          5.5.1 It is agreed that if an Event of Default shall occur and be continuing, any and all
Proceeds of the Collateral received by the Canadian Collateral Agent (whether from the Grantor or
otherwise) shall be held by the Canadian Collateral Agent for the benefit of the Secured Parties as
collateral security for the Obligations of the Grantor (whether matured or unmatured), and/or then
or at any time thereafter may, in the sole discretion of the Canadian Collateral Agent, be applied
by the Canadian Collateral Agent against the Obligations of the Grantor then due and owing as
follows:




          (a) first, to the payment of all amounts owing the Canadian Collateral Agent for (i)
any amounts advanced by the Canadian Collateral Agent in order to preserve the Collateral or
preserve its security interest in the Collateral, (ii) in the event of the enforcement of any
indebtedness, obligations, or liabilities of the Grantor, after an Event of Default shall have
occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or
lease, selling or otherwise disposing of or
realizing on the Collateral, or of any exercise by the Canadian Collateral Agent of its rights
hereunder, together with reasonable attorneys’ fees and court costs and (iii) all amounts paid to
which the Canadian Collateral Agent has the right to reimbursement under subsection 8.5;




CANADIAN SECURITY AGREEMENT





- 25 -












 





          (b) second, to the extent proceeds remain after the application pursuant to the
preceding clause (a), to the payment of all amounts owing to any Agent pursuant to any of the Loan
Documents in its capacity as such;




          (c)third, to the extent proceeds remain after the application pursuant to the
preceding clauses (a) and (b), an amount equal to the outstanding Primary Obligations shall be paid
to the Secured Parties as provided in subsection 5.5.2 hereof, with each Secured Party receiving an
amount equal to its outstanding Primary Obligations or, if the proceeds are insufficient to pay in
full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed;




          (d) fourth, to the extent proceeds remain after the application pursuant to the
preceding clauses (a) through (c), an amount equal to the outstanding Secondary Obligations shall
be paid to the Secured Parties as provided in subsection 5.5.2 hereof, with each Secured Party
receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are
insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount
remaining to be distributed;




          (e) fifth, to the extent proceeds remain after the application pursuant to preceding
clauses (a) through (d), inclusive, ratably to any then remaining unpaid Obligations; and




          (f) sixth, to the extent proceeds remain after the application pursuant to the
preceding clauses (a) through (e), inclusive, and following the termination of this Agreement, to
the Grantor or to whomever may be lawfully entitled to receive such surplus.




          5.5.2 For purposes of this Agreement, (i) “Pro Rata Share” shall mean, when
calculating a Secured Party’s portion of any distribution or amount, that amount (expressed as a
percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured
Party’s Primary Obligations or Secondary Obligations, as the case may be, and the denominator of
which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the
case may be, (ii) “Primary Obligations” shall mean (x) in the case of the Loan Document
Obligations, all unpaid principal (or, face amount or Stated Amount, as applicable) of, premium, if
any, fees and interest on, all Loans, all Reimbursement Obligations, the Letters of Credit and all
fees and expenses due and owing pursuant to the Credit Agreement and (y) in the case of the Other
Obligations, all amounts due under each Interest Rate Protection Agreement or Permitted Hedging
Arrangement with an Other Creditor (other than indenmities, fees (including, without limitation,
attorneys’ fees) and similar obligations and liabilities), and (iii) “Secondary
Obligations” shall mean all Obligations other than Primary Obligations.




          5.5.3 Each of the Secured Parties, by their acceptance of the benefits hereof and of
the other Security Documents, agrees and acknowledges that if the Lender Creditors receive a
distribution on account of undrawn amounts with respect to Letters of
Credit issued under the Credit Agreement (which shall only occur after all Loans and
Reimbursement Obligations constituting Primary Obligations have been paid in full), such amounts
shall be paid to the Canadian Administrative Agent under the Credit Agreement and held by it, for
the equal and ratable benefit of the respective Lender Creditors, as cash security for the
repayment of Obligations owing to the Lender Creditors as such. If any amounts are held as cash
security




CANADIAN SECURITY AGREEMENT





 - 26 - 









 








pursuant to the immediately preceding sentence, then upon the termination of all outstanding
Letters of Credit under the Credit Agreement constituting Primary Obligations and after the
application of all such cash security to the repayment of all Obligations owing to the respective
Lender Creditors after giving effect to the termination of all such Letters of Credit, if there
remains any excess cash, such excess cash shall be returned by the Canadian Administrative Agent to
the Canadian Collateral Agent for distribution in accordance with subsection 5.5.1 hereof.




          5.5.4 All payments required to be made hereunder shall be made (x) if to the Lender
Creditors, to the Canadian Administrative Agent for the account of the Lender Creditors and (y) if
to the Other Creditors, to the trustee, paying agent or other similar representative (each, a
“Representative”) for the Other Creditors or, in the absence of such a Representative,
directly to the Other Creditors.




          5.5.5 For purposes of applying payments received in accordance with this subsection
5.5.5, the Canadian Collateral Agent shall be entitled to rely upon (i) the Administrative Agents
and (ii) the Representative or, in the absence of such a Representative, upon the Other Creditors
for a determination (which the Administrative Agents, each Representative and the Other Creditors
agree (or shall agree) to provide upon request of the Canadian Collateral Agent) of the outstanding
Primary Obligations and Secondary Obligations owed to the Lender Creditors or the Other Creditors,
as the case may be. Unless it has received written notice from a Lender Creditor or an Other
Creditor to the contrary, the Administrative Agents and each Representative, in furnishing
information pursuant to the preceding sentence, and the Canadian Collateral Agent, in acting
hereunder, shall be entitled to assume that no Secondary Obligations are outstanding. Unless it has
written notice from an Other Creditor to the contrary, the Canadian Collateral Agent, in acting
hereunder, shall be entitled to assume that no Interest Rate Protection Agreements or Permitted
Hedging Arrangements with an Other Creditor are in existence.




          5.5.6 The Grantor shall remain liable to the extent of any deficiency between the
amount of the proceeds of the Collateral and the aggregate amount of the Obligations.




          5.5.7 To the extent any other Loan Document requires Proceeds of Collateral under such
Loan Document to be applied in accordance with the provisions of this Agreement, the Canadian
Collateral Agent or holder under such other Loan Document shall apply such Proceeds in accordance
with this Section.




          5.6 PPSA and Other Remedies.




          (a) If an Event of Default shall occur and be continuing, the Canadian Collateral Agent, on
behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted
to them in this Agreement, the Credit Agreement and in any other instrument or agreement securing,
evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and
remedies of a secured party under the PPSA, any other applicable law and in equity. Without
limiting the generality of the foregoing, and except to the extent restricted by applicable law,
the Canadian Collateral Agent, without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice




CANADIAN SECURITY AGREEMENT




 - 27 - 









 







required by law referred to below) to or upon the Grantor or any other Person (all and each of
which demands, defenses, advertisements and notices are hereby waived), may in such circumstances,
enter onto any premises where Collateral consisting of tangible Personal Property may be located,
forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof;
and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose
of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one
or more parcels at public or private sale or sales, at any exchange, broker’s board or office of
the Canadian Collateral Agent or any other Secured Party or elsewhere upon such terms and
conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit
or for future delivery without assumption of any credit risk. The Canadian Collateral Agent or any
other Secured Party shall have the right, except to the extent restricted by applicable law, upon
any such sale or sales, to purchase the whole or any part of the Collateral so sold, free of any
right or equity of redemption in the Grantor, which right or equity is hereby waived and released.
The Grantor further agrees, at the Canadian Collateral Agent’s request, to assemble the Collateral
and make it available to the Canadian Collateral Agent at places which the Canadian Collateral
Agent shall reasonably select, whether at the Grantor’s premises or elsewhere. The Canadian
Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection
5.6, after deducting all reasonable costs and expenses of every kind incurred in connection
therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating
to the Collateral or the rights of the Canadian Collateral Agent and the other Secured Parties
hereunder, including, without limitation, reasonable legal fees and disbursements, to the payment
in whole or in part of the Obligations of the Grantor then due and owing, in the
order of priority specified in subsection 5.5 above, and only after such application and after the
payment by the Canadian Collateral Agent of any other amount required by any provision of law, need
the Canadian Collateral Agent account for the surplus, if any, to the Grantor. To the extent
permitted by applicable law, (i) the Grantor waives all claims, damages and demands it may acquire
against the Canadian Collateral Agent or any other Secured Party arising out of the repossession,
retention or sale of the Collateral, other than any such claims, damages and demands that may arise
from the gross negligence or wilful misconduct of any of the Canadian Collateral Agent or such
other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Collateral
shall be required by law, such notice shall be deemed reasonable and proper if given at least 10
days before such sale or other disposition.




          (b) The Canadian Collateral Agent may appoint, remove or reappoint by instrument in writing,
any Person or Persons, whether an officer or officers or an employee or employees of the Grantor or
not, to be an interim receiver, receiver or receivers (hereinafter called a
“Receiver”, which term when used herein shall include a receiver and manager)
of such Collateral (including any interest, income or profits therefrom). Any such Receiver shall
act as agent for the Canadian Collateral Agent for the purposes of taking possession of the
Collateral but otherwise and for all other purpose, be deemed the agent of the Grantor and not of
the Canadian Collateral Agent. The Canadian Collateral Agent shall not be in any way responsible
for any misconduct, negligence or non-feasance on the part of any such Receiver or its servants,
agents or employees. The identity of the receiver, its replacement and its remuneration are within
the sole and unfettered discretion of the Canadian Collateral Agent. Subject to the provisions of
the instrument appointing it, any such Receiver shall (i) have such powers as have been granted to
the Canadian Collateral Agent under this Section 5 and (ii) shall be entitled to exercise such
powers at any time that such powers would otherwise be exercisable by the




CANADIAN SECURITY AGREEMENT




 - 28 - 









 







Canadian Collateral Agent under this Section 5, which powers shall include, but are not
limited to, the power to take possession of the Collateral, to preserve the Collateral or its
value, to carry on or concur in carrying on all or any part of the business of the Grantor and to
sell, lease, license or otherwise dispose of or concur in selling, leasing, licensing or otherwise
disposing of the Collateral. To facilitate the foregoing powers, any such Receiver may, to the
exclusion of all others, including the Grantor, enter upon, use and occupy all premises owned or
occupied by the Grantor wherein the Collateral may be situate, maintain the Collateral upon such
premises, borrow money on a secured or unsecured basis and use the Collateral directly in carrying
on the Grantor’s business or as security for loans or advances to enable the Receiver to carry on
the Grantor’s business or otherwise, as such Receiver shall, in its reasonable discretion,
determine. Except as may be otherwise directed by the Canadian Collateral Agent, all money received
from time to
time by such Receiver in carrying out his/her/its appointment shall be received in trust for
and be paid over to the Canadian Collateral Agent and any surplus shall be applied in accordance
with applicable law. Every such Receiver may, in the discretion of the Canadian Collateral Agent,
be vested with, in addition to the rights set out herein, all or any of the rights and powers of
the Canadian Administrative Agent, the Canadian Collateral Agent described in the Credit Agreement,
the PPSA, and any other applicable laws.




               5.7 Registration Rights.



          (a) If the Canadian Collateral Agent shall determine to exercise its right to sell any or all
of the Pledged Stock pursuant to subsection 5.6, and if in the reasonable opinion of the Canadian
Collateral Agent it is necessary or reasonably advisable to have the Pledged Stock, or that portion
thereof to be sold, registered under the provisions of applicable securities legislation, the
Grantor will use its reasonable best efforts to cause the Issuer thereof to (i) execute and
deliver, and use its best efforts to cause the directors and officers of such Issuer to execute and
deliver, all such instruments and documents, and do or cause to be done all such other acts as may
be, in the reasonable opinion of the Canadian Collateral Agent necessary or advisable to register
such Pledged Stock, or that portion thereof to be sold, under the provisions of the applicable
securities legislation, (ii) use its reasonable best efforts to cause the registration statement
relating thereto to become effective and to remain effective for a period of not more than one year
from the date of the first public offering of such Pledged Stock, or that portion thereof to be
sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the
reasonable opinion of the Canadian Collateral Agent are necessary or advisable, all in conformity
with the requirements of applicable securities legislation and the rules and regulations of any
applicable securities commission or regulation applicable thereto. The Grantor agrees to use its
reasonable best efforts to cause such Issuer to comply with the provisions of the securities laws
of any and all provinces and territories that the Canadian Collateral Agent shall reasonably
designate and to make available to its security holders, as soon as practicable, any statements
(which need not be audited) that will satisfy the provisions of applicable securities legislation.




          (b) The Grantor recognizes that the Canadian Collateral Agent may be unable to effect a public
sale of any or all such Pledged Stock, by reason of certain prohibitions contained in applicable
securities legislation or otherwise, and may be compelled to resort to one or more private sales
thereof to a restricted group of purchasers which will be obliged to agree, among other things, to
acquire such securities for their own account for investment and not with a view




CANADIAN SECURITY AGREEMENT




 - 29 - 









 







to the distribution or resale thereof. The Grantor acknowledges and agrees that any such
private sale may result in prices and other terms less favourable than if such sale were a public
sale and, notwithstanding such circumstances, to the extent permitted by applicable law, agrees
that any such private sale shall be deemed to have been made in a commercially reasonable manner.
The Canadian Collateral Agent shall not be under any obligation to delay a sale of any of the
Pledged Stock for the period of time necessary to permit the Issuer thereof to register such
securities for public sale under applicable securities legislation, even if such Issuer would agree
to do so.




          (c) The Grantor agrees to use its reasonable best efforts to do or cause to be done all such
other acts as may be necessary to make such sale or sales of all or any portion of such Pledged
Stock pursuant to this subsection 5.7 valid and binding and in compliance with any and all other
applicable Requirements of Law. The Grantor further agrees that a breach of any of the covenants
contained in this subsection 5.7 will cause irreparable injury to the Canadian Collateral Agent and
the Lenders, that the Canadian Collateral Agent and the Lenders have no adequate remedy at law in
respect of such breach and, as a consequence, that each and every covenant contained in this
subsection 5.7 shall be specifically enforceable against the Grantor, and to the extent permitted
by applicable law, the Grantor hereby waives and agrees not to assert any defenses against an
action for specific performance of such covenants except for a defense that no Event of Default has
occurred or is continuing under the Credit Agreement.




               5.8 Waiver; Deficiency.



          The Grantor shall remain liable for any deficiency if the proceeds of any sale or other
disposition of the Collateral are insufficient to pay in full, the Loans, Reimbursement Obligations
constituting Obligations of the Grantor and, to the extent then due and owing, all other
Obligations of the Grantor and the reasonable fees and disbursements of any legal counsel employed
by the Canadian Collateral Agent or any other Secured Party to collect such deficiency.




SECTION 6 THE CANADIAN COLLATERAL AGENT



               6.1 Canadian Collateral Agent’s Appointment as Attorney-in-Fact, etc.



          (a) The Grantor hereby irrevocably constitutes and appoints the Canadian Collateral Agent or
any authorized officer or agent thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and stead of the Grantor
and in the name of the Grantor or in its own name, for the purpose of carrying out the terms of
this Agreement, to take any and all appropriate action and to execute any and all documents and
instruments that may be reasonably necessary or desirable to accomplish the purposes of this
Agreement to the extent permitted by applicable law, provided that the Canadian Collateral
Agent agree not to exercise such power except upon the occurrence and during the continuance of any
Event of Default. Without limiting the generality of the foregoing, at any time when an Event of
Default has occurred and is continuing (in each case to the extent permitted by
applicable law), (x) the Grantor hereby gives the Canadian Collateral Agent the power and
right, on behalf of the Grantor, without notice or assent by the Grantor, to execute, in connection
with any sale provided for in subsection 5.6 or 5.7, any endorsements, assessments or other
instruments of conveyance or transfer with respect to the Grantor’s Pledged Collateral, and



CANADIAN SECURITY AGREEMENT



 - 30 - 









 







(y) the Grantor hereby gives the Canadian Collateral Agent the power and right, on behalf of
the Grantor, without notice to or assent by the Grantor, to do any or all of the following:





     (i) in the name of the Grantor or its own name, or otherwise, take possession of and
endorse and collect any cheques, drafts, notes, acceptances or other instruments for the
payment of moneys due under any Account Receivable of the Grantor that constitutes
Collateral or with respect to any other Collateral of the Grantor and file any claim or
take any other action or institute any proceeding in any court of law or equity or
otherwise deemed appropriate by the Canadian Collateral Agent for the purpose of collecting
any and all such moneys due under any Account Receivable of the Grantor that constitutes
Collateral or with respect to any other Collateral of the Grantor whenever payable;




     (ii) in the case of any Copyright, Patent, Trade-mark, or Industrial Design
constituting Collateral of the Grantor, execute and deliver any and all agreements,
instruments, documents and papers as the Canadian Collateral Agent may reasonably request
to the Grantor to evidence the Canadian Collateral Agent’s and the Lenders’ security
interest in such Copyright, Patent, Trade-mark or Industrial Design and the goodwill and
intangibles of the Grantor relating thereto or represented thereby;




     (iii) pay or discharge taxes and Liens, other than Liens permitted under this
Agreement or the other Loan Documents, levied or placed on the Collateral of the Grantor,
effect any repairs or any insurance called for by the terms of this Agreement and pay all
or any part of the premiums therefor and the costs thereof; and




     (iv) (A) direct any party liable for any payment under any of the Collateral of the
Grantor to make payment of any and all moneys due or to become due thereunder directly to
the Canadian Collateral Agent or as the Canadian Collateral Agent shall direct; (B) ask or
demand for, collect, receive payment of and receipt for, any and all moneys, claims and
other amounts due or to become due at any time in respect of or arising out of any
Collateral of the Grantor; (C) sign and endorse any invoices, freight or express bills,
bills of lading, storage or warehouse
receipts, drafts against debtors, assignments, verifications, notices and other
documents in connection with any of the Collateral of the Grantor; (D) commence and
prosecute any suits, actions or proceedings at law or in equity in any court of competent
jurisdiction to collect the Collateral of the Grantor or any portion thereof and to enforce
any other right in respect of any Collateral of the Grantor; (E) defend any suit, action or
proceeding brought against the Grantor with respect to any Collateral of the Grantor; (F)
settle, compromise or adjust any such suit, action or proceeding described in clause (E)
above and, in connection therewith, to give such discharges or releases as the Canadian
Collateral Agent may deem appropriate; (G) subject to any existing reserved rights or
licenses, license or sublicense, any Copyright, Patent, Trade-mark or Industrial Design
constituting Collateral of the Grantor (along with the goodwill of the business to which
any such Copyright, Patent, Trade-mark or Industrial Design pertains), for such term or
terms, on such conditions, and in such manner, as the Canadian Administrative Agent shall
in its sole discretion determine; and (H) generally, sell, transfer, pledge and make any
agreement with respect to or otherwise deal with any of the Collateral of the Grantor as
fully and completely as though the



CANADIAN SECURITY AGREEMENT




 - 31 - 









 








Canadian Collateral Agent were the absolute owner thereof for all purposes, and
do, at the Canadian Collateral Agent’s option and the Grantor’s expense, at any time, or
from time to time, all acts and things which the Canadian Collateral Agent deems necessary
to protect, preserve or realize upon the Collateral of the Grantor and the Canadian
Collateral Agent’s and the other Secured Parties’ security interests therein and to effect
the intent of this Agreement, all as fully and effectively as the Grantor might do.



          (b) The reasonable expenses of the Canadian Collateral Agent incurred in connection with
actions undertaken as provided in this subsection 6.1, together with interest thereon at a rate per
annum equal to the rate per annum at which interest would then be payable on past due Loans that
are RCF Loans, Incremental Term Loans or any extension of credit under any extended RCF Commitment
under the Credit Agreement, from the date of payment by the Canadian Collateral Agent to the date
reimbursed by the Grantor, shall be payable by the Grantor to the Canadian Collateral Agent on
demand.




          (c) The Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done
by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled
with an interest and are irrevocable as to the Grantor until this Agreement is terminated, and the
security interests in the Collateral of the Grantor created hereby are released.




               6.2 Duty of Canadian Collateral Agent.



          The Canadian Collateral Agent’s sole duty with respect to the custody, safekeeping and
physical preservation of the Collateral in its possession, shall be to deal with it in the same
manner as the Canadian Collateral Agent deals with similar property for its own account. None of
the Canadian Collateral Agent or any other Secured Party nor any of their respective officers,
directors, employees or agents shall be liable for failure to demand, collect or realize upon any
of the Collateral or for any delay in doing so or shall be under any obligation to sell or
otherwise dispose of any Collateral upon the request of the Grantor or any other Person or, except
as otherwise provided herein, to take any other action whatsoever with regard to the Collateral or
any part thereof. The powers conferred on the Canadian Collateral Agent and the other Secured
Parties hereunder are solely to protect the Canadian Collateral Agent’s and the other Secured
Parties’ interests in the Collateral and shall not impose any duty upon the Canadian Collateral
Agent or any other Secured Party to exercise any such powers. The Canadian Collateral Agent and the
other Secured Parties shall be accountable only for amounts that they actually receive as a result
of the exercise of such powers, and neither they nor any of their officers, directors, employees or
agents shall be responsible to the Grantor for any act or failure to act hereunder, except as
otherwise provided herein or for their own gross negligence or wilful misconduct.




               6.3 Financing Statements.



          Pursuant to any applicable law, the Grantor authorizes the Canadian Collateral Agent to file
or record financing statements, financing change statements and other filing or recording documents
or instruments with respect to the Grantor’s Collateral without the signature of the Grantor in
such form and in such offices as the Canadian Collateral Agent reasonably determine appropriate to
perfect the security interests of the Canadian Collateral Agent under




CANADIAN SECURITY AGREEMENT




 - 32 - 









 









	 	 	this Agreement. The Grantor authorizes the Canadian Collateral Agent to use any collateral
description determined by the Canadian Collateral Agent, including, without limitation, the
collateral description “all personal property” or “all assets” in any such financing statements or
financing change statements.





               6.4 Authority of Canadian Collateral Agent.



          The Grantor acknowledges that the rights and responsibilities of the Canadian Collateral Agent
under this Agreement with respect to any action taken by the Canadian Collateral Agent or the
exercise or non-exercise by the Canadian Collateral Agent of any option, voting right, request,
judgment or other right or remedy provided for herein or resulting or arising out of this Agreement
or any amendment, supplement or
other modification of this Agreement shall, as between the Canadian Collateral Agent and the
Secured Parties, be governed by the Credit Agreement and by such other agreements with respect
thereto as may exist from time to time among them, but, as between the Canadian Collateral Agent
and the Grantor, the Canadian Collateral Agent shall be conclusively presumed to be acting as agent
for the Secured Parties with full and valid authority so to act or refrain from acting, and the
Grantor shall not be under any obligation, or entitlement, to make any inquiry respecting such
authority.




               6.5 Right of Inspection.



          Upon reasonable written advance notice to the Grantor and as often as may reasonably be
desired, or at any time and from time to time after the occurrence and during the continuation of
an Event of Default, the Canadian Collateral Agent shall have reasonable access during normal
business hours to all the books, correspondence and records of the Grantor, and the Canadian
Collateral Agent and their respective representatives may examine the same, and to the extent
reasonable take extracts therefrom and make photocopies thereof, and the Grantor agrees to render
to the Canadian Collateral Agent at the Grantor’s reasonable cost and expense, such clerical and
other assistance as may be reasonably requested with regard thereto. The Canadian Collateral Agent
and their respective representatives shall also have the right, upon reasonable advance written
notice to the Grantor subject to any lease restrictions, to enter during normal business hours into
and upon any premises owned, leased or operated by the Grantor where any of the Grantor’s Inventory
or Equipment is located for the purpose of inspecting the same, observing its use or otherwise
protecting its interests therein.




SECTION 7 NON-LENDER SECURED PARTIES



               7.1 Rights to Collateral.



          (a) The Non-Lender Secured Parties shall not have any right whatsoever to do any of the
following: (i) exercise any rights or remedies with respect to the Collateral (such term, as used
in this Section 7, having the meaning assigned to it in the Credit Agreement), including, without
limitation, the right to (A) enforce any Liens or sell or otherwise foreclose on any portion of the
Collateral, (B) request any action, institute any proceedings, exercise any voting rights, give any
instructions, make any election, notify account debtors or make collections with respect to all or
any portion of the Collateral or (C) release the Grantor under this Agreement or release any
Collateral from the Liens of any Security Document or consent to




CANADIAN SECURITY AGREEMENT




 - 33 - 









 







or otherwise approve any such release; (ii) demand, accept or obtain any Lien on any
Collateral (except for Liens arising under, and subject to the terms of, this Agreement);
(iii) vote in any Bankruptcy Case or similar proceeding in respect of Holdings or any of its
Subsidiaries (any such proceeding, for purposes of this clause (a), a “Bankruptcy”)
with respect to, or take any other actions concerning the Collateral; (iv) receive any
proceeds from any sale, transfer or other disposition of any of the Collateral (except in
accordance with this Agreement); (v) oppose any sale, transfer or other disposition of the
Collateral; (vi) object to any debtor-in-possession financing in any Bankruptcy Case which is
provided by one or more Lenders among others; (vii) object to the use of cash collateral in respect
of the Collateral in any Bankruptcy; or (viii) seek, or object to the Lenders seeking on an equal
and rateable basis, any adequate protection or relief from the automatic stay with respect to the
Collateral in any Bankruptcy.




          (b) Each Non-Lender Secured Party, by its acceptance of the benefits of this Agreement and the
other Security Documents, agrees that in exercising rights and remedies with respect to the
Collateral, the Canadian Collateral Agent and the Lenders, with the consent of the Canadian
Collateral Agent, may enforce the provisions of the Security Documents and exercise remedies
thereunder and under any other Loan Documents (or refrain from enforcing rights and exercising
remedies), all in such order and in such manner as they may determine in the exercise of their sole
business judgment. Such exercise and enforcement shall include, without limitation, the rights to
collect, sell, dispose of or otherwise realize upon all or any part of the Collateral, to incur
expenses in connection with such collection, sale, disposition or other realization and to exercise
all the rights and remedies of a secured lender under the PPSA of any applicable jurisdiction. The
Non-Lender Secured Parties hereby agree by their acceptance of the benefits of this Agreement and
the other Security Documents not to contest or otherwise challenge any such collection, sale,
disposition or other realization of or upon all or any of the Collateral. Whether or not a
Bankruptcy Case has been commenced, the Non-Lender Secured Parties shall be deemed to have
consented to any sale or other disposition of any property, business or assets of Holdings or any
of its Subsidiaries and the release of any or all of the Collateral from the Liens of any Security
Document in connection therewith.




          (c) Notwithstanding any provision of this subsection 7.1, the Non-Lender Secured Parties shall
be entitled to file any necessary responsive or defensive pleadings in opposition to any motion,
claim, adversary proceeding or other pleadings (A) in order to prevent any Person from seeking to
foreclose on the Collateral or supersede the Non-Lender Secured Parties’ claim thereto or (B) in
opposition to any motion, claim, adversary proceeding or other pleading made by any Person
objecting to or otherwise seeking the disallowance of the claims of the Non-Lender Secured Parties.




          (d) Each Non-Lender Secured Party, by its acceptance of the benefit of this Agreement, agrees
that the Canadian Collateral Agent and the Lenders may deal with the Collateral, including any
exchange, taking or release of Collateral, may change or increase the amount of the Obligations,
and may release the Grantor from its Obligations hereunder, all without any liability or obligation
(except as may be otherwise expressly provided herein) to the Non-Lender Secured Parties.




CANADIAN SECURITY AGREEMENT




 - 34 - 









 









               7.2 Appointment of Agent.



          Each Non-Lender Secured Party, by its acceptance of the benefits of this Agreement and
the other Security Documents, shall be deemed irrevocably to make, constitute and appoint the
Canadian Collateral Agent as agent under the Credit Agreement (and all officers, employees or
agents designated by the Canadian Collateral Agent) as such Person’s true and lawful agent and
attorney-in-fact, and in such capacity, the Canadian Collateral Agent shall have the right, with
power of substitution for the Non-Lender Secured Parties and in each such Person’s name or
otherwise, to effectuate any sale, transfer or other disposition of the Collateral. It is
understood and agreed that the appointment of the Canadian Collateral Agent as the agent and
attorney-in-fact of the Non-Lender Secured Parties for the purposes set forth herein is coupled
with an interest and is irrevocable. It is understood and agreed that the Canadian Collateral Agent
has appointed the Canadian Administrative Agent as its agent for purposes of perfecting certain of
the security interests created hereunder and for otherwise carrying out certain of its obligations
hereunder.




               7.3 Waiver of Claims.



          To the maximum extent permitted by law, each Non-Lender Secured Party waives any claim it
might have against the Canadian Collateral Agent or the Lenders with respect to, or arising out of,
any action or failure to act or any error of judgment, negligence, or mistake or oversight
whatsoever on the part of the Canadian Collateral Agent or the Lenders or their respective
directors, officers, employees or agents with respect to any exercise of rights or remedies under
the Loan Documents or any transaction relating to the Collateral (including, without limitation,
any such exercise described in subsection 7.1(b) above), except for any such action or failure to
act which constitutes wilful misconduct or gross negligence of such Person. None of the Canadian
Collateral Agent or any Lender or any of their respective directors, officers, employees or agents
shall be liable for failure to demand, collect or realize upon any of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral
upon the request of Holdings, any Subsidiary of Holdings, any Non-Lender Secured Party or any other
Person or to take any other action or forbear from doing so whatsoever with regard to the
Collateral or any part thereof, except for any such action or failure to act which constitutes
wilful misconduct or gross negligence of such Person.




SECTION 8 MISCELLANEOUS



               8.1 Amendments in Writing.



          None of the terms or provisions of this Agreement may be waived, amended, supplemented or
otherwise modified except by a written instrument executed by the Grantor and the Canadian
Collateral Agent, provided that (a) any provision of this Agreement imposing
obligations on the Grantor may be waived by the Canadian Collateral Agent in a written instrument
executed by the Canadian Collateral Agent and (b) notwithstanding anything to the contrary in
subsection 11.1 of the Credit Agreement, no such waiver and no such amendment or modification shall
amend, modify or waive the definition of “Secured Party” or subsection 5.5 if such waiver,
amendment, or modification would adversely affect a Secured Party without the written consent of
each such affected Secured Party.





CANADIAN SECURITY AGREEMENT





 - 35 - 









 






               8.2 Notices.





          All notices, requests and demands to or upon the Canadian Collateral Agent or the Grantor
hereunder shall be effected in the manner provided for in subsection 11.2 of the Credit Agreement;
provided that any such notice, request or demand to or upon the Grantor shall be
addressed to the Grantor at its notice address set forth on Schedule 1, unless
and until the Grantor shall change such address by notice to the Canadian Collateral Agent and the
Canadian Administrative Agent given in accordance with subsection 11.2 of the Credit Agreement.




               8.3 No Waiver by Course of Conduct; Cumulative Remedies.



          None of the Canadian Collateral Agent or any other Secured Party shall by any act (except
by a written instrument pursuant to subsection 8.1), delay, indulgence, omission or otherwise be
deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event
of Default. No failure to exercise, nor any delay in exercising, on the part of the Canadian
Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall operate
as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Canadian Collateral Agent or any other Secured Party of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which
the Canadian Collateral Agent or such other Secured Party would otherwise have on any future
occasion. The rights and remedies herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any other rights or remedies provided by law.




               8.4 Further Assurances.



          The Grantor will do all acts and things and execute and deliver, or cause to
be executed and delivered, all agreements, documents and instruments that the Collateral Agent
may require, and take all further steps relating to the Collateral or any other property or assets
of the Grantor that the Collateral Agent may require for (i) protecting the Collateral, (ii)
perfecting, preserving and protecting the Security Interest, and (iii) exercising all powers,
authorities and discretions conferred upon the Canadian Collateral Agent. After the Security
Interest becomes enforceable, the Grantor will do all acts and things and execute and deliver all
documents and instruments that the Collateral Agent may require for facilitating the sale or other
disposition of the Collateral in connection with its realization.




               8.5 Enforcement Expenses.



          (a) The Grantor agrees to pay, and to save the Canadian Collateral Agent, the Canadian
Administrative Agent and the other Secured Parties harmless from, (x) any and all liabilities,
costs, losses and expenses of whatever kind with respect to, or resulting from any delay in paying,
any and all stamp, excise, sales or other similar taxes which may be payable or determined to be
payable with respect to any of the Collateral or in connection with any of the transactions
contemplated by this Agreement and (y) any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever with respect to the execution, delivery, enforcement, performance and administration of
this Agreement (collectively, the “indemnified liabilities”), in each case to
the extent the Parent Borrower would be required to do so pursuant to subsection 11.5 of the Credit





CANADIAN SECURITY AGREEMENT




 - 36 - 









 






Agreement, and in any event excluding any taxes or other indemnified liabilities arising from
gross negligence or wilful misconduct of the Canadian Collateral Agent or any other Secured Party.




          (b) The agreements in this subsection 8.5 shall survive repayment of the Obligations and all
other amounts payable under the Credit Agreement and the other Loan Documents.




               8.6 Successors and Assigns.



          This Agreement shall be binding upon and shall enure to the benefit of the Grantor, the
Canadian Collateral Agent and the Secured Parties and their respective successors and assigns;
provided that the Grantor may not assign, transfer or delegate any of its rights or obligations
under this Agreement without the prior written consent of the Canadian Collateral Agent.




               8.7 Counterparts.



          This Agreement may be executed by one or more of the parties to this Agreement on any number
of separate counterparts, and all of said counterparts taken together shall be deemed to constitute
one and the same instrument.




               8.8 Severability.



          Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction; provided that, with respect to any Pledged Stock issued by a
Subsidiary, all rights, powers and remedies provided in this Agreement may be exercised only to the
extent that they do not violate any provision of any law, rule or regulation of any Governmental
Authority applicable to any such Pledged Stock or affecting the legality, validity or
enforceability of any of the provisions of this Agreement against the Grantor (such laws, rules or
regulations, “Applicable Law”) and are intended to be limited to the extent necessary so
that they will not render this Agreement invalid, unenforceable or not entitled to be recorded,
registered or filed under the provisions of any Applicable Law.




               8.9 Section Headings.



          The Section headings used in this Agreement are for convenience of reference only and are not
to affect the construction hereof or be taken into consideration in the interpretation hereof.




CANADIAN SECURITY AGREEMENT





 - 37 - 









 








               8.10 Integration.



          This Agreement and the other Loan Documents represent the entire agreement of the
Grantor, the Canadian Collateral Agent and the other Secured Parties with respect to the subject
matter hereof, and there are no promises, undertakings, representations or warranties by the
Grantor, the Canadian Collateral Agent or any other Secured Party relative to subject matter hereof
not expressly set forth or referred to herein or in the other Loan Documents.




               8.11 Governing Law.



          This agreement and the rights and obligations of the parties under this agreement shall
be governed by, and construed and interpreted in accordance with, the laws of the Province of
Ontario and the federal laws of Canada applicable therein.




               8.12 Submission To Jurisdiction; Waivers.



          Each party hereto hereby irrevocably and unconditionally:




          (a) submits for itself and its property in any legal action or proceeding relating to this
Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement
of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the
Province of Ontario;




          (b) consents that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;




          (c) agrees that service of process in any such action or proceeding may be effected by mailing
a copy thereof by registered or certified mail (or any substantially similar form of mail), postage
prepaid, to such party at its address referred to in subsection 8.2 or at such other address of
which the Canadian Collateral Agent and the Canadian Administrative Agent (in the case of any other
party hereto) or the Parent Borrower (in the case of the Canadian Collateral Agent and the Canadian
Administrative Agent) shall have been notified pursuant thereto;




          (d) agrees that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other jurisdiction; and




          (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section any consequential or punitive
damages.




               8.13 Waiver Of Jury Trial.



          EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.




CANADIAN SECURITY AGREEMENT




 - 38 - 









 








               8.14 Releases.



          (a) At such time as the Loans (including the face amount of all
outstanding Bankers’ Acceptance Loans), the Reimbursement Obligations and the other
Obligations (other than any Obligations owing to a Non-Lender Secured Party in respect of the
provision of cash management services) then due and owing, in each case, shall have been paid in
full, the Commitments have been terminated and no Letters of Credit shall be outstanding, all
Collateral shall be released from the Liens created hereby, and this Agreement and all obligations
(other than those expressly stated to survive such termination) of the Canadian Collateral Agent
and the Grantor hereunder shall terminate, all without delivery of any instrument or performance of
any act by any party, and all rights to the Collateral shall revert to the Grantor. At the request
and sole expense of the Grantor following any such termination, the Canadian Collateral Agent shall
deliver to the Grantor any Collateral held by the Canadian Collateral Agent hereunder, and execute
and deliver to the Grantor such documents (including without limitation, PPSA financing change
statements and discharges) as the Grantor shall reasonably request to evidence such termination.




          (b) In connection with any sale or other disposition of Collateral permitted by the Credit
Agreement (other than any sale or disposition to another Grantor), the Lien pursuant to this
Agreement on such sold or disposed of Collateral shall be automatically released. In connection
with the sale or other disposition of all of the Capital Stock of the Grantor (other than to
Holdings, the Parent Borrower or a Subsidiary of either) or the sale or other disposition of
Collateral (other than a sale or disposition to another Grantor) permitted under the Credit
Agreement, the Canadian Collateral Agent shall, upon receipt from the Parent Borrower of a written
request for the release of the Grantor from its Guarantee, if applicable, or the release of the
Collateral subject to such sale or other disposition, identifying the Grantor or the relevant
Collateral and the terms of the sale or other disposition in reasonable detail, including the price
thereof and any expenses in connection therewith, together with a certification by the Parent
Borrower stating that such transaction is in compliance with the Credit Agreement and the other
Loan Documents, execute and deliver to the Grantor (at the sole cost and expense of the Grantor and
without representation or warranty of any kind) all releases or other documents (including without
limitation, PPSA financing change statements or discharges) necessary or reasonably desirable for
the release of such Guarantee or the Liens created hereby on such Collateral, as applicable, as the
Grantor may reasonably request.




               8.15 Judgment Currency.



          (a) The obligations of the Grantor hereunder and under the other Loan Documents to make
payments in Dollars or in Canadian Dollars, as the case may be (for the purposes of this Section
8.15, the “Obligation Currency”), shall not be discharged or satisfied by any tender or
recovery pursuant to any judgment expressed in or converted into any currency other than the
Obligation Currency, except to the extent that such tender or recovery results in the effective
receipt by the Canadian Collateral Agent or a Lender of the full amount of the Obligation Currency
expressed to be payable to the Canadian Collateral Agent or a Lender under this Agreement or the
other Loan Documents. If, for the purpose of obtaining or enforcing judgment against the Grantor or
any other Loan Party in any court or in any jurisdiction, it becomes necessary to convert into
or from any currency other than the Obligation Currency (for




CANADIAN SECURITY AGREEMENT





 - 39 - 









 







the purposes of this Section 8.15, such other currency being hereinafter referred to as the
“Judgment Currency”) an amount due in the Obligation Currency, the conversion
shall be made, at the rate of exchange prevailing, in each case, as of the date immediately
preceding the day on which the judgment is given (for the purposes of this Section 8.15, such
Business Day being hereinafter referred to as the “Judgment Currency Conversion
Date”).




          (b) If there is a change in the rate of exchange prevailing between the Judgment Currency
Conversion Date and the date of actual payment of the amount due, the Grantor covenants and agrees
to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser
amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will produce the amount of the
Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated
in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency
Conversion Date.




          (c) For purposes of determining the prevailing rate of exchange, such amounts shall include
any premium and costs payable in connection with the purchase of the Obligation Currency.




               8.16 Attachment of Security Interest.



          The security interest created hereby is intended to attach, in respect of Collateral in
which the Grantor has rights at the time this Agreement is signed by the Grantor and delivered to
the Canadian Collateral Agent and, in respect of Collateral in which the Grantor subsequently
acquires rights, at the time the Grantor subsequently acquires such rights. The Grantor
acknowledges and confirms that the Canadian Collateral Agent and the Lenders have given value to
the Grantors.




               8.17 Copy of Agreement; Verification Statement.



          The Grantor hereby acknowledges receipt of a signed copy of this Agreement and hereby
waives the requirement to be provided with a copy of any verification statement issued in respect
of a financing statement or financing change statement filed under the PPSA in connection with this
Agreement to perfect the security interest created herein.




               8.18 Amalgamation.



          The Grantor acknowledges and agrees that, in the event it amalgamates with any other
company or companies, it is the intention of the parties hereto that the term “Grantor” when used
herein, shall apply to each of the amalgamating corporations and to the amalgamated corporation,
such that the lien granted hereby:




          (a) shall extend to Collateral owned by each of the amalgamating corporations and the
amalgamated corporations at the time of amalgamation and to any Collateral thereafter owned or
acquired by the amalgamated corporation, and




          (b) shall secure all Obligations of each of the amalgamating corporations and the amalgamated
corporations to the Canadian Collateral Agent and the Secured Parties at the time




CANADIAN SECURITY AGREEMENT





 - 40 - 









 







of amalgamation and all Obligations of the amalgamated corporation to the Canadian
Collateral Agent and the Secured Parties thereafter arising. The Lien shall attach to all
Collateral owned by each corporation amalgamating with the Grantor, and by the amalgamated
corporation, at the time of the amalgamation, and shall attach to all Collateral thereafter owned
or acquired by the amalgamated corporation when such becomes owned or is acquired.




               8.19 Undertaking.



          The Grantor shall, as soon as possible and in any event not later than 90 days from the
date hereof (or such later date as the Canadian Collateral Agent may agree in its sole discretion),
deliver to the Canadian Collateral Agent an acknowledgement from De Lage Landen Financial Services
(CAD) of the property subject to the security interest perfected by PPSA file no. 637239537 in form
and substance reasonably satisfactory to the Canadian Collateral Agent.




          8.20 Language.The parties hereto confirm that it is their wish that this
Agreement, as well as any other documents relating to this Agreement, including notices, schedules
and authorizations, have been and shall be drawn up in the English language only. Les
signataires conferment leur volonté que la présente convention, de méme que tous les documents s’y
rattachant, y compris tout avis, annexe et autorisation, soient rédigés en anglais seulement.




[Remainder of page left blank intentionally; Signature page to follow]




CANADIAN SECURITY AGREEMENT





 - 41 - 









 








FN WITNESS WHEREOF, the undersigned has caused this Security Agreement to be duly
executed and delivered as of the date first above written.




	 	 	 	 	 
	 	RSC EQUIPMENT RENTAL OF CANADA LTD.


	 
	 	By:  	/s/ Kevin J. Groman	 
	 	 	Name: Kevin J. Groman	 
	 	 	Title: Senior Vice President,General	 
	 	 	Counsel and Corporate Secretary



Canadian
Security Agreement Signature Page





 









 








Acknowledged
and Agreed to as
of the date hereof by:




	 	 	 	 	 

	DEUTSCHE BANK AG CANADA BRANCH, as	 	 
	Canadian Collateral Agent	 	 
	 
	 	 	 	 
	By:
	 	/s/ David Gynn
 
Name: David Gynn
	 	 
	 

	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 
	By:

	 	/s/ Marcellus Leung	 	 
	 

	 	 	 	 
	 

	 	Name: Marcellus Leung	 	 
	 

	 	Title: Assistant Vice President	 	 






Canadian Security Agreement Signature Page





 











 





SCHEDULE 1




NOTICE ADDRESSES OF GRANTOR



2181 Premier Way # 244, Sherwood Park, Alberta, Canada T8H2V1




With a copy to each of:




RSC EQUIPMENT RENTAL, INC.

6929 East Greenway Parkway

Scottsdale, Arizona 85254

Attention: Scott Huckins, Vice President and Treasurer

Facsimile: (281) 647-5002

Telephone: (281) 647-2412




Oak Hill Capital Management, LLC

65 East 55th Street, 36th Floor New

York, New York 10022

Attention: John R. Monsky, Esq.

Facsimile: (212) 758-3572

Telephone: (212) 326-1590




Debevoise Plimpton LLP

919 Third Avenue

New York, New York 10022

Attention: David A. Brittenham, Esq.

Facsimile: (212) 521-7347

Telephone: (212) 909-6347




CANADIAN SECURITY AGREEMENT




 









 








SCHEDULE 2




PLEDGED SECURITIES




Pledged Stock:



None




Pledged Notes:




None




CANADIAN SECURITY AGREEMENT




 









 








SCHEDULE 3




PERFECTION MATTERS




Existing Security Interests



RSC Equipment Rental of Canada Ltd.:




	 	 	 	 	 	 	 
	 	 	 	 	File No. and Registration	 	 
	Jurisdiction	 	Secured Party	 	No./ Date of Registration	 	Collateral Description
	Saskatchewan

	 	Wells Fargo Financial

Corporation Canada
	 	300488445

July 31, 2009
	 	EXHIBIT A LESSEE: RSC
EQUIPMENT RENTAL OF
CANADA LTD. LESSOR:
	 

	 	 	 	 	 	WELLS FARGO FINANCIAL
LEASING, INC. THIS UCC-1
FINANCING STATEMENT
COVERS ALL OF LESSEE’S
RIGHT, TITLE AND
INTEREST IN AND TO THE
FOLLOWING: 1 50005097
3300 CXI CONTROLLER 1
54002536 3300 GATEWAY
S/W PKG (64 DEVICES) 1
54001490 TENANTING
OPTION 10 52001151 3300 IP
PHONE LICENSE 12 54000297
3300 MAILBOX LICENSE 1
50002976 POWER CORD
PACK (QTY 3)NA 8 50004894
5224 IP TELEPHONE 1
50002821 5412 IP PKM KIT 1
UPS BACKUP 1 POWER
SUPPLY FOR SVP SERVER 1
SVP SERVER FOR 10 USERS
2 1640 KIT 2 BATTERIES &
DUAL CHARGER 2
CARRYING CASE NETLINK
1640 1 ACCESS POINT 1 5224
IP PHONE DUAL MODE AND
ALL EXISTING AND FUTURE
ACCESSIONS,
ACCESSORIES,
ATTACHMENTS,
REPLACEMENTS,
REPLACEMENT PARTS,
ADDITIONS,
SUBSTITUTIONS AND
REPAIRS THERETO,
SOFTWARE PROGRAMS
EMBEDDED THEREIN, AND
ALL PROCEEDS (CASH AND
NON- CASH), INCLUDING






CANADIAN SECURITY AGREEMENT




 









 








	 	 	 	 	 	 	 
	 	 	 	 	File No. and Registration	 	 
	Jurisdiction	 	Secured Party	 	No./ Date of Registration	 	Collateral Description
	 

	 	 	 	 	 	THE PROCEEDS OF ALL
INSURANCE POLICIES,
THEREOF (COLLECTIVELY,
THE GOODS). THE
CONTRACT UNDER WHICH
LESSOR HAS LEASED,
RENTED OR OTHERWISE
PROVIDED THE GOODS TO
LESSEE IS INTENDED TO BE
A TRUE LEASE (I.E. A LEASE
AS DEFINED IN THE
UNIFORM COMMERCIAL
CODE) AND NOT A
SECURED TRANSACTION.
THIS FILING IS MADE FOR
INFORMATIONAL
PURPOSES TO PROVIDE
PUBLIC NOTIFICATION OF
LESSOR’S OWNERSHIP OF
THE GOODS. HOWEVER, IN
THE EVENT SUCH
CONTRACT IS DEEMED TO
BE A SECURED
TRANSACTION, THEN IN
ACCORDANCE WITH THE
CONTRACT, LESSEE SHALL
BE DEEMED TO HAVE
GRANTED TO LESSOR A
FIRST PRIORITY SECURITY
INTEREST IN THE GOODS
AND THIS FILING SHALL
HAVE THE EFFECT OF
PERFECTING SUCH
SECURITY INTEREST.
	 
	 	 	 	 	 	 
	Saskatchewan


	 	Wells Fargo Financial
Leasing, Inc.
	 	300488617

July 31, 2009
	 	EXHIBIT A LESSEE: RSC
EQUIPMENT RENTAL OF
CANADA LTD LESSOR: WELLS FARGO FINANCIAL
LEASING, INC. THIS UCC-1
FINANCING STATEMENT
COVERS ALL OF LESSEE’S
RIGHT, TITLE AND
INTEREST IN AND TO THE
FOLLOWING: 1 50005097
3300 CXI CONTROLLER 1
54002536 3300 GATEWAY
S/W PACKAGE (64 DEVICES)
1 54001490 3300 TENANTING
OPTION 11 52001151 3300 IP
PHONE LICENSE 12 54000297
3300 MAILBOX LICENSE 1
50002976 POWER CORD






CANADIAN SECURITY AGREEMENT




 









 








	 	 	 	 	 	 	 
	 	 	 	 	File No. and Registration	 	 
	Jurisdiction	 	Secured Party	 	No./ Date of Registration	 	Collateral Description
	 

	 	 	 	 	 	PACK 10 50004894 5224 IP
PHONE 1 50002821 5412 IP
PKM KIT 1 44910A HP
PROCURVE 2626 DATA
SWITCH 1 BR1200 1200 VA
UPS 3 CS 70 WIRELESS
HEADSET BUNDLE
INCLUDING LIFTER 1
TPU35B 35 WATT PAGING
AMPLIFIER 2 SPT 15A 15
WATT PAGING HORNS
DATA, VOICE AND PAGING
CABLING AND ALL
EXISTING AND FUTURE
ACCESSIONS,
ACCESSORIES,
ATTACHMENTS,
REPLACEMENTS,
REPLACEMENT PARTS,
ADDITIONS,
SUBSTITUTIONS AND
REPAIRS THERETO,
SOFTWARE PROGRAMS
EMBEDDED THEREIN, AND
ALL PROCEEDS (CASH AND
NON-CASH), INCLUDING
THE PROCEEDS OF ALL
INSURANCE POLICIES,
THEREOF (COLLECTIVELY,
THE GOODS). THE
CONTRACT UNDER WHICH
LESSOR HAS LEASED,
RENTED OR OTHERWISE
PROVIDED THE GOODS TO
LESSEE IS INTENDED TO BE
A TRUE LEASE (I.E. A LEASE
AS DEFINED IN THE
UNIFORM COMMERCIAL
CODE) AND NOT A
SECURED TRANSACTION.
THIS FILING IS MADE FOR
INFORMATIONAL
PURPOSES TO PROVIDE
PUBLIC NOTIFICATION OF
LESSOR’S OWNERSHIP OF
THE GOODS. HOWEVER, IN
THE EVENT SUCH
CONTRACT IS DEEMED TO
BE A SECURED
TRANSACTION, THEN IN
ACCORDANCE WITH THE
CONTRACT, LESSEE SHALL
BE DEEMED TO HAVE






CANADIAN SECURITY AGREEMENT




 









 








	 	 	 	 	 	 	 
	 	 	 	 	File No. and Registration	 	 
	Jurisdiction	 	Secured Party	 	No./ Date of Registration	 	Collateral Description
	 

	 	 	 	 	 	GRANTED TO LESSOR A
FIRST PRIORITY SECURITY
INTEREST IN THE GOODS
AND THIS FILING SHALL
HAVE THE EFFECT OF
PERFECTING SUCH
SECURITY INTEREST.
	 
	 	 	 	 	 	 
	Alberta

	 	IOS FINANCIAL

SERVICES
	 	09061004846

2009-JUNE-10
	 	ALL GOODS WHICH ARE
Copiers TOGETHER WITH
ALL REPLACEMENTS AND
SUBSTITUTIONS THEREOF
AND ALL PARTS,
ACCESSORIES, ACCESSIONS
AND ATTACHMENTS
THERETO AND ALL
PROCEEDS THEREOF,
INCLUDING ALL PROCEEDS
WHICH ARE ACCOUNTS,
GOODS, CHATTEL PAPER,
SECURITIES, DOCUMENTS
OF TITLE, INSTRUMENTS,
MONEY, INTANGIBLES,
CROPS OR INSURANCE
PROCEEDS (REFERENCE
LEASE NO. 4312113-043).
	 
	 	 	 	 	 	 
	Alberta

	 	WELLS FARGO
FINANCIAL LEASING,
INC.
	 	09073118005

2009-JUL-31
	 	• EXHIBIT A LESSEE: RSC
EQUIPMENT RENTAL OF
CANADA LTD

• LESSOR: WELLS FARGO
FINANCIAL LEASING, INC.

• THIS UCC-1 FINANCING
STATEMENT COVERS ALL
OF LESSEE’S RIGHT, TITLE
AND INTEREST IN AND TO
THE FOLLOWING:
	 

	 	 	 	 	 	• 1 50005097 3300 CXI
CONTROLLER 1 54002536
3300 GATEWAY S/W
PACKAGE (64 DEVICES) 1
54001490 3300 TENANTING
OPTION 11 52001151 3300 IP
PHONE LICENSE 12 54000297
MAILBOX LICENSE
1 50002976 POWER CORD
PACK 10 50004894 5224 IP
PHONE 1 50002821 5412 IP
PKM KIT 1 44910A HP
PROCURVE 2626 DATA
SWITCH 1 BR1200 1200 VA
UPS 3 CS 70 WIRELESS
HEADSET BUNDLE






CANADIAN SECURITY AGREEMENT




 









 








	 	 	 	 	 	 	 
	 	 	 	 	File No. and Registration	 	 
	Jurisdiction	 	Secured Party	 	No./ Date of Registration	 	Collateral Description
	 

	 	 	 	 	 	INCLUDING LIFTER 1
TPU35B 35 WATT PAGING
AMPLIFIER 2 SPT I5A 15
WATT PAGING HORNS
DATA, VOICE AND PAGING
CABLING AND

• ALL EXISTING AND
FUTURE ACCESSIONS,
ACCESSORIES,
ATTACHMENTS,
REPLACEMENTS,
REPLACEMENT PARTS,
ADDITIONS,
SUBSTITUTIONS AND
REPAIRS THERETO,
SOFTWARE PROGRAMS
EMBEDDED THEREIN, AND
ALL PROCEEDS (CASH AND
NON-CASH), INCLUDING
THE PROCEEDS OF ALL
INSURANCE POLICIES,
THEREOF (COLLECTIVELY,
THE GOODS).

• THE CONTRACT UNDER
WHICH LESSOR HAS
LEASED, RENTED OR
OTHERWISE PROVIDED THE
GOODS TO LESSEE IS
INTENDED TO BE A TRUE
LEASE (I.E. A LEASE AS
DEFINED IN THE UNIFORM
COMMERCIAL CODE) AND
NOT A SECURED
TRANSACTION. THIS FILING
IS MADE FOR
INFORMATIONAL
PURPOSES TO PROVIDE
PUBLIC NOTIFICATION OF
LESSOR’S OWNERSHIP OF
THE GOODS. HOWEVER, IN
THE EVENT SUCH
CONTRACT IS DEEMED TO
BE A SECURED
TRANSACTION, THEN IN
ACCORDANCE WITH THE
CONTRACT, LESSEE SHALL
BE DEEMED TO HAVE
GRANTED TO LESSOR A
FIRST PRIORITY SECURITY
INTEREST IN THE GOODS
AND THIS FILING SHALL
HAVE THE EFFECT OF
PERFECTING SUCH






CANADIAN SECURITY AGREEMENT




 









 








	 	 	 	 	 	 	 
	 	 	 	 	File No. and Registration	 	 
	Jurisdiction	 	Secured Party	 	No./ Date of Registration	 	Collateral Description
	 
	 	 	 	 	 	SECURITY INTEREST.
	 
	 	 	 	 	 	 
	Alberta
	 	CERVUS CONTRACTORS	 	10111629378	 	• SERIAL NUMBER: 0160030583
	 
	 	EQUIPMENT	 	2010-NOV-16	 	• YEAR: 2007
	 
	 	 	 	 	 	• MAKE AND MODEL: JLG 10054
	 
	 	 	 	 	 	• CATEGORY: MV — MOTOR VEHICLE
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	LIEN AMOUNT IS $6,118.35. REPAIRS WERE FINISHED
	 
	 	 	 	 	 	NOV. 12, 2010. ACCESSORIES
	 
	 	 	 	 	 	WERE PROVIDED ON NOV. 12, 2010.
	 
	 	 	 	 	 	 
	Alberta
	 	1. KAL TIRE A	 	10121713067	 	-SERIAL NUMBER:
	 
	 	CORPORATE	 	 	 	1FTPW14V67FB28128
	 
	 	PARTNERSHIP	 	2010-DEC - 17	 	-YEAR: 2007
	 
	 	2. KAL TIRE A	 	 	 	-MAKE AND MODEL: FORD F150
	 
	 	PARTNERSHIP	 	 	 	-CATEGORY: MV — MOTOR VEHICLE
	 
	 	 	 	 	 	 
	Alberta
	 	1. KAL TIRE A	 	11011316535	 	-SERIAL NUMBER:
	 
	 	CORPORATE	 	 	 	1FUJA6AV57DY87038
	 
	 	PARTNERSHIP	 	 	 	-YEAR: 2007
	 
	 	2. KAL TIRE A	 	2011-JAN-13	 	-MAKE AND MODEL:
	 
	 	CORPORATE	 	 	 	FREIGHRLINER UNKNOWN -
	 
	 	PARTNERSHIP	 	 	 	CATEGORY: MV — MOTOR VEHICLE
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	LIEN AMOUNT WAS $1,478.17. THE VEHICLE
	 
	 	 	 	 	 	REPAIRED ON THE GARAGE
	 
	 	 	 	 	 	KEEPER’S PREMISES WAS
	 
	 	 	 	 	 	RELEASED ON JAN. 5, 2011.
	 
	 	 	 	 	 	 
	Alberta
	 	De Lage Landen Financial
 Services Canada (CAD)	 	Registration Number: 
06071810532	 	• COMMISSION — RESIDUALIZED
	 
	 	 	 	 	 	• TELECOM
	 
	 	 	 	Registration Date: 18 July 2006	 	• ALL GOODS SUPPLIED BY
 THE SECURED PARTY TO
 THE DEBTOR, TOGETHER
 WITH ALL ATTACHMENTS,
 ACCESSORIES,
 ACCESSIONS,
 REPLACEMENTS,
 SUBSTITUTIONS,
 ADDITIONS AND
 IMPROVEMENTS TO THE






CANADIAN SECURITY AGREEMENT




 









 








	 	 	 	 	 	 	 
	 	 	 	 	File No. and Registration	 	 
	Jurisdiction	 	Secured Party	 	No./ Date of Registration	 	Collateral Description
	 

	 	 	 	 	 	FOREGOING.

• PROCEEDS: GOODS,
CHATTEL PAPER,
SECURITIES, ACCOUNTS,
INVENTORY, DOCUMENTS
OF TITLE, INSTRUMENTS,
MONEY, CROPS, LICENCES
AND INTANGIBLES.
	 
	 	 	 	 	 	 
	Alberta

	 	IOS Financial Services
	 	Registration #: 

06101900998

Registration Date: 19 Oct.
2006
	 	All goods which are
photocopiers, photocopying
machines and duplication
devices, together with all
replacements and substitutions
thereof and all parts, accessories,
accessions and attachments
thereto and all proceeds which
are accounts, goods, chattel
paper, securities, documents of
title, instruments, money,
intangibles, crops or insurance
proceeds (Reference Lease No.
4312113015).
	 
	 	 	 	 	 	 
	British Columbia

	 	Wells Fargo Financial

Corporation Canada
	 	105249F 

July 31, 2009
	 	Exhibit A Lessee: Rental Service
Corporation Of Canada Ltd.
Lessor:
	 

	 	 	 	 	 	
Wells Fargo Financial Leasing,
Inc. This ucc-1 financing
statement covers all of lessee’s
right, title and interest in and to
the following: 1 50005097 3300
Cxi Controller 1 54002536 3300
Gateway S/W Pkg (64 Devices)
1 54001490 Tenanting Option 11
52001151 3300 IP Phone
License 12 54000297 3300
Mailbox License 1 50002976
Power Cord Pack (Qty 3) Na 11
50004894 5224 Ip Telephone 1
50002821 5412 IP PKM Kit and
all existing and future
accessions, accessories,
attachments, replacements,
replacement parts, additions,
substitutions and repairs thereto,
software programs embedded
therein, and all proceeds (cash
and non-cash), including the
proceeds of all insurance
policies, thereof (collectively, the
goods). The contract under
which lessor has leased, rented or






CANADIAN SECURITY AGREEMENT




 









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	File No. and Registration	 	 
	Jurisdiction	 	Secured Party	 	No./ Date of Registration	 	Collateral Description
	 

	 	 	 	 	 	 	 	otherwise provided the goods to
lessee is intended to be a true
lease (i.e. a lease as defined in
the Uniform Commercial Code)
and not a secured transaction.
This filing is made for
informational purposes to
provide public notification of
lessor’s ownership of the goods.
However, in the event such
contract is deemed to be a
secured transaction, then in
accordance with the contract,
lessee shall be deemed to have
granted to lessor a first priority
security interest in the goods and
this filing shall have the effect of
perfecting such security interest.
	 
	 	 	 	 	 	 	 	 
	Ontario

	 	De Lage Landen Financial

Services Canada
	 	20070712194115317907	 	 	None
	 

	 	 	 	July 12, 2007
	 	 






PPSA Filings




	 	 	 	 	 	 	 
	Grantor	 	Province	 	Registration No.	 	Date of Registration
	Rental Service Corporation
	 	British Columbia	 	Base Reg. #:	 	November 23, 2006
	of Canada Ltd. (subsequently
amended to RSC Equipment
	 	 	 	366806D	 	 
	Rental of Canada Ltd.)
	 	 	 	 	 	 
	 
	 	 	 	Control #:	 	 
	 
	 	 	 	B7699936	 	 
	 
	 	 	 	 	 	 
	RSC Equipment Rental of
	 	British Columbia	 	990686F	 	February 8, 2011
	Canada Ltd.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Rental Service Corporation
	 	Alberta	 	Registration #:	 	November 23, 2006
	of Canada Ltd.
	 	 	 	06112323065	 	 
	(subsequently amended to
RSC Equipment Rental of
Canada Ltd.)
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	RSC EQUIPMENT
	 	Alberta	 	11020818855	 	2011-FEB-08
	RENTAL OF CANADA
LTD.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Rental Service Corporation
	 	Saskatchewan	 	Registration #:	 	November 23, 2006
	of Canada Ltd.
	 	 	 	 	 	 






CANADIAN SECURITY AGREEMENT




 









 








	 	 	 	 	 	 	 
	Grantor	 	Province	 	Registration No.	 	Date of Registration
	(subsequently amended to
RSC Equipment
Rental of
Canada Ltd.)
	 	 	 	300107772	 	 
	 
	 	 	 	 	 	 
	RSC Equipment
	 	Saskatchewan	 	300685398	 	February 8, 2011
	Rental of
Canada Ltd.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Rental
Service Corporation
of Canada Ltd.
 (subsequently amended to
RSC Equipment
Rental of
Canada Ltd.)
	 	Ontario	 	20061123 1450 1590
5778, as amended by
 20070221132215900280

FILE: 630840933	 	November 23, 2006
	 
	 	 	 	 	 	 
	RSC Equipment
	 	Ontario	 	20110208 1109 1590	 	February 8, 2011
	Rental of
Canada Ltd.
	 	 	 	6403	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	FILE: 667576197	 	 
	 
	 	 	 	 	 	 





Intellectual Property Filings




	 	 	 	 	 	 	 	 	 

	Trade-mark

	 	Appl No./
	 	Applicant/Registrant
	 	Date
	 
	 	 	 	 	 	 	 	 
	 

	 	Reg. No.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	TMA549,606
	 	RSC Equipment Rental
Ltd.
	 	August 9, 2001
	 
	 	 	 	 	 	 	 	 
	

	 	TMA559,835
	 	RSC Equipment Rental
Ltd.
	 	April 3, 2002
	 
	 	 	 	 	 	 	 	 
	

	 	TMA560,422
	 	RSC Equipment Rental
Ltd.
	 	April 19, 2002
	 
	 	 	 	 	 	 	 	 
	RSC

	 	TMA732,177
	 	RSC Equipment Rental
Ltd.
	 	January 13, 2009
	 
	 	 	 	 	 	 	 	 
	RSC EQUIPMENT RENTAL

	 	TMA712,055
	 	RSC Equipment Rental
Ltd.
	 	April 16, 2008
	 
	 	 	 	 	 	 	 	 
	

	 	TMA558,532
	 	RSC Equipment Rental
Ltd.
	 	February 26, 2002
	 
	 	 	 	 	 	 	 	 
	TOTAL CONTROL

	 	TMA672,415
	 	RSC Equipment Rental
Ltd.	 	September 12, 2006
 






CANADIAN SECURITY AGREEMENT




 









 








SCHEDULE 4




LOCATIONS




					
	 	 	 	 	 
	Granting Party
	 	Location of
	 	Chief Executive Office
	 
	 	Organization	 	 






					
	 	 	 	 	 
	RSC Equipment Rental of Canada
	 	Alberta
	 	244, 2181 Premier Way,
	Ltd.
	 	 	 	Sherwood Park, AB T8H 2V1






Locations of Collateral




	 	 	 	 	 	 	 
	Address	 	City	 	State	 	Zip Code
	4915 101 AVENUE

	 	EDMONTON
	 	AB
	 	T6A 0L6
	 
	 	 	 	 	 	 
	4920 56TH AVENUE

	 	BONNYVILLE
	 	AB
	 	T9N 2N8
	 
	 	 	 	 	 	 
	15730 118 AVENUE

	 	EDMONTON
	 	AB
	 	T5V 1C4
	 
	 	 	 	 	 	 
	11141 — 89 AVE

	 	FORT SASKATCHEWAN
	 	AB
	 	T8L 2T3
	 
	 	 	 	 	 	 
	3915 — 38 STREET

	 	WHITECOURT
	 	AB
	 	T7S 1P1
	 
	 	 	 	 	 	 
	2921 MILLAR AVENUE

	 	SASKATOON
	 	SK
	 	S7K 6P6
	 
	 	 	 	 	 	 
	235 MC DONALD STREET 

NORTH

	 	REGINA
	 	SK
	 	S4N 5W2
	 
	 	 	 	 	 	 
	59-17 ST. WEST

	 	PRINCE ALBERT
	 	SK
	 	S6V 3X2
	 
	 	 	 	 	 	 
	4401 — 37TH AVE.

	 	LLOYDMINSTER
	 	SK
	 	S9V 1R6
	 
	 	 	 	 	 	 
	850 HIGH ST. WEST

	 	MOOSE JAW
	 	SK
	 	S6H 1T9
	 
	 	 	 	 	 	 
	3639 — 8TH STREET S.E.

	 	CALGARY
	 	AB
	 	T2G 3A5
	 
	 	 	 	 	 	 
	6732-65 AVENUE

	 	RED DEER
	 	AB
	 	T4P 1A5
	 
	 	 	 	 	 	 
	#103-705 LAVAL CRES.

	 	KAMLOOPS
	 	BC
	 	V2C 5P2
	 
	 	 	 	 	 	 
	2230 9 AVENUE SW

	 	MEDICINE HAT
	 	AB
	 	T1A 8E9
	 
	 	 	 	 	 	 
	1405 — 33 STREET NORTH

	 	LETHBRIDGE
	 	AB
	 	T1H 5H2






CANADIAN SECURITY AGREEMENT




 









 








	 	 	 	 	 	 	 
	Address	 	City	 	State	 	Zip Code
	265 MACALPINE CRESCENT

	 	FORT MCMURRAY
	 	AB
	 	T9H 4Y4
	 
	 	 	 	 	 	 
	161 NORTHLAND DR

	 	CONKLIN
	 	AB
	 	T0P1H0
	 
	 	 	 	 	 	 
	PO BOX 540

	 	FT MCMURRAY
	 	AB
	 	T9H 3E3
	 
	 	 	 	 	 	 
	4915 101 AVENUE

	 	EDMONTON
	 	AB
	 	T6A 0L6






CANADIAN SECURITY AGREEMENT




 









 








SCHEDULE 5




INTELLECTUAL PROPERTY




	 	 	 	 	 	 	 	 	 	 	 
	Trademark	 	App. No.	 	App. Date	 	Reg. No.	 	Reg. Date	 	Status
	TOTAL CONTROL
	 	1195024	 	10/29/2003	 	TMA672415	 	9/12/2006	 	Registered 9/12/06
	 
	 	 	 	 	 	 	 	 	 	 
	RSC
	 	1283822	 	12/20/2005	 	Pending	 	 	 	Declaration of Use
	 
	 	 	 	 	 	 	 	 	 	filed 12/20/08
	 
	 	 	 	 	 	 	 	 	 	 
	RSC and design
	 	1043072	 	1/18/2000	 	TMA549606	 	8/9/2001	 	Registered 9/8/01
	 
	 	 	 	 	 	 	 	 	 	 
	RSC and design
	 	1043071	 	1/18/2000	 	TMA559835	 	4/3/2002	 	Registered 4/3/02
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Equipment Rental
	 	1238456	 	11/24/2004	 	TMA712055	 	4/16/2008	 	Registered 4/16/08
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Rental Service
	 	1043069	 	1/18/2000	 	TMA560422	 	4/19/2002	 	Registered 4/19/02
	Corporation Canada Ltd.
and design
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	RSC Rental Service
	 	1043070	 	1/18/2000	 	TMA558532	 	2/26/02	 	Registered 2/26/02
	Corporation Canada Ltd.
and design
	 	 	 	 	 	 	 	 	 	 






CANADIAN SECURITY AGREEMENT




 









 








SCHEDULE 6




CONTRACTS




None




CANADIAN SECURITY AGREEMENT




 









 








ANNEX 1

to

Canadian Security Agreement




FORM OF CONFIRMATION OF SECURITY INTEREST

IN INTELLECTUAL PROPERTY




WHEREAS:




RSC Equipment Rental of Canada Ltd. (the “Debtor”), a corporation incorporated and existing
under the laws of Alberta with offices at [address], is the owner of the
[trademarks/patents/copyrights/industrial designs] set forth in Exhibit A hereto, the registrations
and applications for the [trade-marks/patents/copyrights/industrial designs] identified
therein and the underlying goodwill associated with such [trade-marks/patents/copyrights/industrial designs] (collectively, the “[Trade-Marks/
 Patents/Copyrights/Industrial Designs]”); and




Deutsche Bank AG Canada Branch, as agent for certain lenders (the “Canadian Collateral
Agent”), with offices at [address], has entered into an agreement with the Debtor, as reflected by
a separate document entitled the “Security Agreement”
dated as of the [•] day of [•], 2011 by which
the Debtor granted to the Canadian Collateral Agent, a security interest in certain property,
including the [Trade-Marks/Patents/Copyrights/ Industrial Designs], in consideration of
the provision of certain credit facilities to certain companies which are the wholly-owned
subsidiaries of the Debtor;




NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
acknowledged and in accordance with the terms and obligations set forth in the Security Agreement,
the Debtor confirms the grant to the Canadian Collateral Agent of a security interest in and to the
[Trade- Marks/Patents/Copyrights/Industrial Designs].




DATED on this [•] day of [•], [•].




	 	 	 	 	 
	 	



RSC EQUIPMENT RENTAL OF CANADA LTD.

 	 
	 	Per:  	 	 
	 	 	Authorized Signing Officer 	 
	 	 	 	 
	 



DATED on this [•] day of [•], [•], before me appeared and the person who signed this instrument,
who acknowledged that [he/she] signed it as a free act on [his/her] behalf or on behalf of the
corporation identified and referred to herein as the Debtor.






 




			
	[Signature of Notary Public/Witness]





CANADIAN SECURITY AGREEMENT




 









 








EXHIBIT A

TRADE-MARKS/PATENTS/COPYRIGHTS/INDUSTIUAL DESIGNS




CANADIAN SECURITY AGREEMENT