**WHEREAS**, the Pledgor is the legal and beneficial owner of the Capital Stock described inSchedule 2 and issued by the entities named therein (such Capital Stock is collectively referred toherein as the “Pledged Shares”).**NOW, THEREFORE**, in consideration of the premises and for other good and valuableconsideration, the receipt and adequacy of which are hereby acknowledged, and to induce the Agents,the Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and to induce theLenders and the Letter of Credit Issuers to make their respective Extensions of Credit to theBorrowers under the Credit Agreement, to induce one or more Cash Management Banks to provide CashManagement Services pursuant to Secured Cash Management Agreements to any Credit Party and toinduce one or more Hedge Banks to enter into Secured Hedging Agreements with each Credit Party, thePledgor hereby agrees with the US Collateral Agent, for the benefit of the Secured Parties, asfollows:1. Defined Terms.(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein(including terms used in the preamble and the recitals) shall have the meanings given to them inthe Credit Agreement and all terms defined in the PPSA from time to time in effect or in the*Securities Transfer Act*(Ontario) from time to time in effect (together with any regulationsthereunder, the “STA”) and not defined herein or in the Credit Agreement shall have the meaningsspecified therein. References to sections of the PPSA or the STA shall be construed to also referto any successor sections.(b) The rules of construction and other interpretive provisions specified in Sections 1.2,1.5, 1.6 and 1.7 of the Credit Agreement shall apply to this Agreement, including terms defined inthe preamble and recitals hereto.(c) The following terms shall have the following meanings:“Agreement” shall have the meaning assigned to such term in the preamble hereto.“Canadian Guarantee” shall have the meaning assigned to such term in the recitalshereto.“Collateral” shall have the meaning assigned to such term in Section 2 hereto.“Company” shall have the meaning assigned to such term in the preamble hereto.“Credit Agreement” shall have the meaning assigned to such term in the recitalshereto.“Extensions of Credit” shall have the meaning assigned to such term in the recitalshereto.
 
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“Holdings” shall have the meaning assigned to such term in the preamble hereto.“Lenders” shall have the meaning assigned to such term in the recitals hereto.“Pledged Shares” shall have the meaning assigned to such term in the recitals hereto.“Pledgor” shall have the meaning assigned to such term in the preamble hereto.“PPSA” shall mean the Personal Property Security Act (Ontario), the Civil Code ofQuébec or any other applicable Canadian federal, provincial or territorial statute pertaining tothe granting, perfecting, priority or ranking of security interests, liens, hypothecs on personalproperty, and any successor statutes, together with any regulations thereunder, in each case as ineffect from time to time. References to sections of the PPSA shall be construed to also refer toany successor sections.“Secured Debt Documents” shall mean, collectively, the Credit Documents, each SecuredCash Management Agreement entered into with a Cash Management Bank and each Secured HedgingAgreement entered into with a Hedge Bank.“Securities Act” shall have the meaning assigned to such term in Section 12(e).“Termination Date” shall mean the date on which all Obligations are paid in full incash (other than Cash Management Obligations under Secured Cash Management Agreements, HedgingObligations under Secured Hedging Agreements or contingent indemnification obligations not then dueand payable) and the Total Revolving Credit Commitments and all Letters of Credit are terminated(other than Letters of Credit that have been Cash Collateralized in the manner set forth in Section3.7 of the Credit Agreement following the termination of the Total Revolving Credit Commitments).“US Collateral Agent” shall have the meaning assigned to such term in the preamblehereto.“US Guarantee” shall have the meaning assigned to such term in the recitals hereto.(d) Where the context requires, terms relating to the Collateral or any part thereof, whenused in relation to the Pledgor, shall refer to the Pledgor’s Collateral or the relevant partthereof.
 
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2. Grant of Security. As security for the prompt and complete payment when due(whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Pledgorhereby transfers, assigns and pledges to the US Collateral Agent, for the benefit of the SecuredParties, and hereby grants to the US Collateral Agent, for the benefit of the Secured Parties, asecurity interest in and continuing lien on all of the Pledgor’s right, title and interest in andto all of the following, (collectively, the “Collateral”):(a) the Pledged Shares held by the Pledgor and the certificates, if any, representingsuch Pledged Shares and any interest of the Pledgor, including all interests documented inthe entries on the books of the issuer of the Pledged Shares or any financial intermediarypertaining to the Pledged Shares and all dividends, cash, warrants, rights, instruments andother property or proceeds from time to time received, receivable or otherwise distributedin respect of, or in exchange for, any or all of the Pledged Shares; provided thatthe Pledged Shares under this Agreement shall not include any Excluded Capital Stock and inno event shall the US Obligations be secured or purported to be secured by Pledged Shares ofany Capital Stock of any Foreign Subsidiary or of any Domestic Subsidiary treated as adisregarded entity for US federal income tax purposes if substantially all of its assetsconsist of Capital Stock of one or more Foreign Subsidiaries that are controlled foreigncorporations within the meaning of Section 957 of the Code, that is Voting Stock of suchSubsidiary in excess of 65% of the outstanding Capital Stock of such class;(b) subject to Section 8, all rights and privileges of the Pledgor with respect to thesecurities and other property referred to in clause (a) above; and(c) to the extent not covered by clauses (a) and (b) above, respectively, all proceedsof any or all of the foregoing Collateral. For purposes of this Agreement, the term“proceeds” includes whatever is receivable or received when Collateral or proceeds are sold,exchanged, collected or otherwise disposed of, whether such disposition is voluntary orinvoluntary, and includes proceeds of any indemnity or guarantee payable to the Pledgor orthe US Collateral Agent from time to time with respect to any of the Collateral.TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers,privileges and preferences pertaining or incidental thereto, unto the US Collateral Agent, for thebenefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditionshereinafter set forth.3. Security for the Obligations. This Agreement secures the full and prompt paymentwhen due (whether at stated maturity, by acceleration or otherwise) of, and the performance of, allthe Obligations; provided that in no event shall the US Obligations be secured or purportedto be secured by Pledged Shares of any Capital Stock of any Foreign Subsidiary or of any DomesticSubsidiary treated as a disregarded entity for US federal income tax purposes if substantially allof its assets consist of Capital Stock of one or more Foreign Subsidiaries that are controlledforeign corporations within the meaning of Section 957 of the Code, that is Voting Stock of suchSubsidiary in excess of 65% of the outstanding Capital Stock of such class. Without limiting thegenerality of the foregoing, this Agreement secures the payment of all amounts that constitute partof the Obligations and would be owed to the US Collateral Agent or the Secured Parties under theSecured Debt Documents but for the fact that they are unenforceable or not allowable due to theexistence of a bankruptcy, reorganization or similar proceeding involving the Pledgor;provided that in no event shall the US Obligations be secured or purported to be secured byPledged Shares of any Capital Stock of any Foreign Subsidiary or of any Domestic Subsidiary treatedas a disregarded entity for US federal income tax purposes if substantially all of its assetsconsist of Capital Stock of one or more ForeignSubsidiaries that are controlled foreign corporations within the meaning of Section 957 of theCode, that is Voting Stock of such Subsidiary in excess of 65% of the outstanding Capital Stock ofsuch class.
 
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4. Delivery of the Collateral and Filing.(a) The Pledgor represents and warrants that all certificates or instruments, if any,representing or evidencing the Collateral in existence on the date hereof have been delivered tothe US Collateral Agent (or its non-fiduciary agent or designee) in suitable form for transfer bydelivery or accompanied by duly executed instruments of transfer or assignment in blank. Allcertificates or instruments, if any, representing or evidencing the Collateral created after thedate hereof shall be promptly (but in any event within thirty days after creation thereof)delivered to and held by or on behalf of the US Collateral Agent (or its non-fiduciary agent ordesignee) pursuant hereto and shall be in suitable form for transfer by delivery, or shall beaccompanied by duly executed instruments of transfer or assignment in blank. The US CollateralAgent shall have the right, at any time after the occurrence and during the continuation of anEvent of Default and without notice to the Pledgor (except as otherwise expressly provided herein),to transfer to or to register in the name of the US Collateral Agent or any of its nominees any orall of the Pledged Shares. After the occurrence and during the continuance of an Event of Default,the Pledgor will promptly give to the US Collateral Agent copies of any notices or othercommunications received by it with respect to Pledged Shares registered in the name of the Pledgor.After the occurrence and during the continuance of an Event of Default, the US Collateral Agentshall have the right to exchange the certificates representing Pledged Shares for certificates ofsmaller or larger denominations for any purpose consistent with this Agreement. Each delivery ofCollateral shall be accompanied by a schedule describing the securities theretofore and then beingpledged hereunder, which shall be attached hereto as part of Schedule 2 and made a part hereof;provided that the failure to attach any such schedule hereto shall not affect the validityof such pledge of such securities. Each schedule so delivered shall supersede any prior schedulesso delivered.(b) The Pledgor hereby irrevocably authorizes the US Collateral Agent at any time and fromtime to time to file in any relevant jurisdiction any initial financing statements with respect tothe Collateral or any part thereof and amendments thereto and renewals thereof that contain theinformation required by the PPSA for the filing of any financing statement or amendment or renewal.Such financing statements may describe the Collateral in the same manner as described herein ormay contain an indication or description of collateral that describes such property in any othermanner such as “all assets” or “all personal property, whether now owned or hereafter acquired” ofthe Pledgor or words of similar effect as being of an equal or lesser scope or with greater detail.The Pledgor agrees to provide such information to the US Collateral Agent promptly after any suchrequest. The Pledgor agrees to furnish the US Collateral Agent with written notice as required bySection 4.2 of the US Security Agreement.
 
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5. Representations and Warranties. The Pledgor represents and warrants to the USCollateral Agent and each other Secured Party that:(a) Schedule 2 hereto (i) correctly represents as of the date hereof the issuer, theissuer’s jurisdiction of formation, the certificate number, if any, the Pledgor and therecord and beneficial owner, the number and class and the percentage of the issued andoutstanding Capital Stock of such class of all Pledged Shares and (ii) together with thecomparable schedule to each supplement hereto, includes, all Capital Stock, required to bepledged pursuant to Section 9.11(a) of the Credit Agreement. Except as set forth onSchedule 2 and except for Excluded Capital Stock, the Pledged Shares represent all of theissued and outstanding Capital Stock of each class of Capital Stock in the issuer on thedate hereof.(b) The Pledgor is the legal and beneficial owner of the Collateral pledged or assignedby the Pledgor hereunder free and clear of any Lien, except for the Liens created by thisAgreement and the Credit Documents.(c) As of the date of this Agreement, the Pledged Shares pledged by the Pledgorhereunder have been duly authorized and validly issued and, in the case of Pledged Sharesissued by a corporation, are fully paid and non-assessable.(d) Except for restrictions and limitations imposed by the Credit Documents orsecurities laws generally and except as described in the Perfection Certificate, theCollateral is freely transferable and assignable, and none of the Collateral is subject toany option, right of first refusal, shareholders agreement, charter or by-law provisions orcontractual restriction of any nature that might prohibit, impair, delay or otherwise affectthe pledge of such Collateral hereunder, the sale or disposition thereof pursuant hereto orthe exercise by the US Collateral Agent of rights and remedies hereunder.(e) No consent or approval of any Governmental Authority, any securities exchange orany other Person was or is necessary to the validity of the pledge effected hereby (otherthan such as have been obtained and are in full force and effect).(f) The execution and delivery by the Pledgor of this Agreement and the pledge of theCollateral pledged by the Pledgor hereunder pursuant hereto create a valid and enforceablesecurity interest in such Collateral and (i) in the case of certificates or instrumentsrepresenting or evidencing the Collateral, upon the earlier of (x) delivery of suchCollateral and any necessary endorsements to the extent necessary to the US Collateral Agent(or its non-fiduciary agent or designee) in accordance with this Agreement and (y) thefiling of financing statements naming the Pledgor as “debtor” and the US Collateral Agent as“secured party” in the applicable filing offices, and (ii) in the case of all otherCollateral which is capable of being perfected by the filing of financing statements uponthe filing of financing statements naming the Pledgor as “debtor” and the US CollateralAgent as “secured party” and describing the Collateral in the applicable filing offices,shall create a perfected security interest in such Collateral, securing the payment of theObligations, in favor of the US Collateral Agent, for the benefit of the Secured Parties,subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization andother similar laws relating to or affecting creditors’ rights generally and generalprinciples of equity (whether considered in a proceeding in equity or law).
 
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(g) The pledge effected hereby is effective to vest in the US Collateral Agent, for thebenefit of the Secured Parties, the rights of the US Collateral Agent in the Collateral asset forth herein.(h) The Pledgor has full power, authority and legal right to pledge all the Collateralpledged by the Pledgor pursuant to this Agreement and this Agreement constitutes a legal,valid and binding obligation of the Pledgor (in the case of the Capital Stock of ForeignSubsidiaries, to the extent the creation of such security interest in the Capital Stock ofForeign Subsidiaries other than a Subsidiary that is organized under the Applicable Laws ofa jurisdiction in Canada is governed by the PPSA), enforceable in accordance with its terms,subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization andother similar laws relating to or affecting creditors’ rights generally and generalprinciples of equity (whether considered in a proceeding in equity or law).(i) The issuers listed on Schedule 2 are the only Subsidiaries of the Pledgor as of theClosing Date.6. [Reserved]7. Further Assurances. Subject to any limitations set forth in the Credit Documents,the Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, it willexecute or otherwise authorize the filing of any and all further documents, financing statements,agreements and instruments, and take all such further actions (including the filing and recordingof financing statements, deeds of trust and other documents), which may be required under anyApplicable Law, or which the US Collateral Agent may reasonably request, in order (x) to perfectand protect any pledge, assignment or security interest granted or purported to be granted hereby(including the priority thereof) or (y) to enable the US Collateral Agent to exercise and enforceits rights and remedies hereunder with respect to any Collateral.8. Voting Rights; Dividends and Distributions; Etc.(a) So long as no Event of Default shall have occurred and be continuing:(i) The Pledgor shall be entitled to exercise any and all voting and other consensualrights pertaining to the Collateral or any part thereof for any purpose not prohibited bythe terms of this Agreement or the other Secured Debt Documents; provided that suchvoting and other rights shall not be exercised in any manner that could materially andadversely affect the rights inuring to a holder of any Pledged Shares or the rights andremedies of any of the US Collateral Agent or the other Secured Parties under thisAgreement, the Credit Agreement or any other Credit Document or the ability of the SecuredParties to exercise the same.(ii) The US Collateral Agent shall execute and deliver (or cause to be executed anddelivered) to the Pledgor all such proxies and other instruments as the Pledgor mayreasonably request for the purpose of enabling the Pledgor to exercise the voting and otherrights that it is entitled to exercise pursuant to paragraph (i) above.
 
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(b) Subject to paragraph (c) below, the Pledgor shall be entitled to receive and retain anduse, free and clear of the Lien of this Agreement, any and all dividends, distributions,redemptions, principal and interest made or paid in respect of the Collateral to the extent notprohibited by any Secured Debt Document; provided, however, that any and allnoncash dividends, interest, principal or other distributions that would constitute Pledged Shares,whether resulting from a subdivision, combination or reclassification of the outstanding CapitalStock of the issuer of any Pledged Shares or received in exchange for Pledged Shares or any partthereof, or in redemption thereof, or as a result of any merger, consolidation, amalgamation,acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be,and shall be forthwith delivered to the US Collateral Agent to hold as, Collateral and shall, ifreceived by the Pledgor, be received in trust for the benefit of the US Collateral Agent, besegregated from the other property or funds of the Pledgor and be forthwith delivered to the USCollateral Agent as Collateral in the same form as so received (with any necessary endorsement).(c) Upon written notice to the Pledgor by the US Collateral Agent following the occurrence andduring the continuation of an Event of Default:(i) all rights of the Pledgor to exercise or refrain from exercising the voting andother consensual rights that it would otherwise be entitled to exercise pursuant to Section8(a)(i) shall cease, and all such rights shall thereupon become vested in the US CollateralAgent, which shall thereupon have the sole right to exercise or refrain from exercising suchvoting and other consensual rights during the continuation of such Event of Default;provided that, unless otherwise directed by the Required Lenders, the US CollateralAgent shall have the right from time to time following the occurrence and during thecontinuation of an Event of Default to permit the Pledgor to exercise such rights. Afterall Events of Default have been cured or waived or otherwise cease to be continuing and theCompany has delivered to the US Collateral Agent a certificate to that effect, the Pledgorwill have the right to exercise the voting and consensual rights that the Pledgor wouldotherwise be entitled to exercise pursuant to the terms of Section 8(a)(i) (and theobligations of the US Collateral Agent under Section 8(a)(ii) shall be reinstated);(ii) all rights of the Pledgor to receive the dividends, distributions and principaland interest payments that the Pledgor would otherwise be authorized to receive and retainpursuant to Section 8(b) shall cease, and all such rights shall thereupon become vested inthe US Collateral Agent, which shall thereupon have the sole right to receive and hold asCollateral such dividends, distributions and principal and interest payments during thecontinuation of such Event of Default. After all Events of Default have been cured orwaived or otherwise cease to be continuing and the Company has delivered to the USCollateral Agent a certificate to that effect, the US Collateral Agent shall repay to thePledgor (without interest) and the Pledgor shall be entitled to receive, retain and use alldividends, distributions and principal and interest payments that the Pledgor wouldotherwise be permitted to receive, retain and use pursuant to the terms of Section 8(b);(iii) all dividends, distributions and principal and interest payments that arereceived by the Pledgor contrary to the provisions of Section 8(b) shall be received intrust for the benefit of the US Collateral Agent, shall be segregated from other property orfunds of the Pledgor and shall forthwith be delivered to the US Collateral Agent asCollateral in the same form as so received (with any necessary endorsements); and
 
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(iv) in order to permit the US Collateral Agent to receive all dividends, distributionsand principal and interest payments to which it may be entitled under Section 8(b) above, toexercise the voting and other consensual rights that it may be entitled to exercise pursuantto Section 8(c)(i), and to receive all dividends, distributions and principal and interestpayments that it may be entitled to under Sections 8(c)(ii) and (c)(iii), the Pledgor shallfrom time to time execute and deliver to the US Collateral Agent, appropriate proxies,dividend payment orders and other instruments as the US Collateral Agent may reasonablyrequest.(d) Any notice given by the US Collateral Agent to the Pledgor suspending their rights underparagraph (c) of this Section 8 (i) may be given by telephone if promptly confirmed in writing,(ii) may be given to the Pledgor at the same or different times and (iii) may suspend the rights ofthe Pledgor under paragraph (a)(i) or paragraph (b) of this Section 8 in part without suspendingall such rights (as specified by the US Collateral Agent in its sole and absolute discretion) andwithout waiving or otherwise affecting the US Collateral Agent’s rights to give additional noticesfrom time to time suspending other rights so long as an Event of Default has occurred and iscontinuing.9. Transfers and Other Liens; Additional Collateral; Etc. The Pledgor shall:(a) not (i) except as expressly permitted by the Credit Agreement (including pursuantto waivers and consents thereunder), sell or otherwise Dispose of, or grant any option orwarrant with respect to, any of the Collateral or (ii) create or suffer to exist anyconsensual Lien upon or with respect to any of the Collateral, except for the Lien createdby this Agreement and the other Security Documents; provided that in the event thePledgor sells or otherwise disposes of assets as permitted by the Credit Agreement(including pursuant to waivers and consents thereunder) and such assets are or include anyof the Collateral, the US Collateral Agent shall release such Collateral to the Pledgor freeand clear of the Lien created by this Agreement concurrently with the consummation of suchsale in accordance with Section 13.17 of the Credit Agreement and with Section 14 hereof;and(b) defend its and the US Collateral Agent’s title or interest in and to all theCollateral (and in the Proceeds thereof) against any and all Liens (other than the Liencreated by this Agreement), however arising, and any and all Persons whomsoever and, subjectto Section 13.17 of the Credit Agreement and Section 14 hereof, to maintain and preservethe Lien and security interest created by this Agreement until the Termination Date.10. US Collateral Agent Appointed Attorney-in-Fact. The Pledgor hereby appoints,which appointment is irrevocable and coupled with an interest, the US Collateral Agent as thePledgor’s attorney-in-fact, with full authority in the place and stead of the Pledgor and in thename of the Pledgor or otherwise, to take any action and to execute any instrument, in each caseafter the occurrence and during the continuation of an Event of Default, that the USCollateral Agent may deem reasonably necessary or advisable to accomplish the purposes of thisAgreement, including to receive, endorse and collect all instruments made payable to the Pledgorrepresenting any dividend, distribution or principal or interest payment in respect of theCollateral or any part thereof and to give full discharge for the same.
 
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11. The US Collateral Agent’s Duties. The powers conferred on the US Collateral Agenthereunder are solely to protect its interest in the Collateral and shall not impose any duty uponit to exercise any such powers. Except for the safe custody of any Collateral in its possessionand the accounting for moneys actually received by it hereunder, the US Collateral Agent shall haveno duty as to any Collateral, as to ascertaining or taking action with respect to calls,conversions, exchanges, maturities, tenders or other matters relative to any Pledged Shares,whether or not the US Collateral Agent or any other Secured Party has or is deemed to haveknowledge of such matters, or as to the taking of any necessary steps to preserve rights againstany parties or any other rights pertaining to any Collateral. The US Collateral Agent shall bedeemed to have exercised reasonable care in the custody and preservation of any Collateral in itspossession if such Collateral is accorded treatment substantially equal to that which the USCollateral Agent accords its own property.12. Remedies. If any Event of Default shall have occurred and be continuing and:(a) The US Collateral Agent may exercise in respect of the Collateral, in addition toother rights and remedies provided for herein or otherwise available to it, all the rightsand remedies of a secured party upon default under the PPSA, any other statute or otherwiseat law or in equity and also may without notice, except as specified below, sell theCollateral or any part thereof in one or more parcels at public or private sale, at anyexchange broker’s board or at any of the US Collateral Agent’s offices or elsewhere, forcash, on credit or for future delivery, at such price or prices and upon such other terms asthe US Collateral Agent may deem commercially reasonable irrespective of the impact of anysuch sales on the market price of the Collateral. The US Collateral Agent shall beauthorized at any such sale (if it deems it advisable to do so) to restrict the prospectivebidders or purchasers of Collateral to Persons who will represent and agree that they arepurchasing the Collateral for their own account for investment and not with a view to thedistribution or sale thereof, and, upon consummation of any such sale, the US CollateralAgent shall have the right to assign, transfer and deliver to the purchaser or purchasersthereof the Collateral so sold. Each purchaser at any such sale shall hold the propertysold absolutely free from any claim or right on the part of the Pledgor, and the Pledgorhereby waives (to the extent permitted by Applicable Law) all rights of redemption, stayand/or appraisal that it now has or may at any time in the future have under any rule of lawor statute now existing or hereafter enacted. The US Collateral Agent or any other SecuredParty shall have the right upon any such public sale, and, to the extent permitted byApplicable Law, upon any such private sale, to purchase all or any part of the Collateral sosold, and the US Collateral Agent or such other Secured Party may, subject to (x) thesatisfaction in full of all payments due pursuant to Section 12(b)(i) and (y) thesatisfaction of the Obligations in accordance with the priorities set forth in Section12(b), pay the purchase price by crediting the amount thereof against the Obligations;provided that in no event shall there be applied towards the satisfaction of the USObligations
 
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proceeds of any such sale of the Capital Stock of any Foreign Subsidiary, or of anyDomestic Subsidiary treated as a disregarded entity for US federal income tax purposes ifsubstantially all of its assets consist of Capital Stock of one or more Foreign Subsidiariesthat are controlled foreign corporations within the meaning of Section 957 of the Code (ineither case securing or purporting to secure the US Obligations), derived from Voting Stockof such Subsidiary in excess of 65% of the outstanding Capital Stock of such class. ThePledgor agrees that, to the extent notice of sale shall be required by law, at least tendays’ notice to the Pledgor of the time and place of any public sale or the time after whichany private sale is to be made shall constitute reasonable notification. The US CollateralAgent shall not be obligated to make any sale of Collateral regardless of notice of salehaving been given. The US Collateral Agent may adjourn any public or private sale from timeto time by announcement at the time and place fixed therefor, and such sale may, withoutfurther notice, be made at the time and place to which it was so adjourned. To the extentpermitted by Applicable Law, the Pledgor hereby waives any claim against the US CollateralAgent arising by reason of the fact that the price at which any Collateral may have beensold at such a private sale was less than the price that might have been obtained at apublic sale, even if the US Collateral Agent accepts the first offer received and does notoffer such Collateral to more than one offeree. As an alternative to exercising the powerof sale herein conferred upon it, the US Collateral Agent may proceed by a suit or suits atlaw or in equity to foreclose this Agreement and to sell the Collateral or any portionthereof pursuant to a judgment or decree of a court or courts having competent jurisdictionor pursuant to a proceeding by a court-appointed receiver.(b) The US Collateral Agent shall apply the proceeds of any collection or sale of theCollateral at any time after receipt in accordance with the priority set forth in Section5.4 of the US Security Agreement; provided that in no event shall there be appliedtowards the satisfaction of the US Obligations proceeds of any such collection or sale ofthe Capital Stock of any Foreign Subsidiary, or of any Domestic Subsidiary treated as adisregarded entity for US federal income tax purposes if substantially all of its assetsconsist of Capital Stock of one or more Foreign Subsidiaries that are controlled foreigncorporations within the meaning of Section 957 of the Code (in either case securing orpurporting to secure the US Obligations), derived from Voting Stock of such Subsidiary inexcess of 65% of the outstanding Capital Stock of such class.Upon any sale of the Collateral by the US Collateral Agent (including pursuant to apower of sale granted by statute or under a judicial proceeding), the receipt of the USCollateral Agent or of the officer making the sale shall be a sufficient discharge to thepurchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall notbe obligated to see to the application of any part of the purchase money paid over to the USCollateral Agent or such officer or be answerable in any way for the misapplication thereof.(c) The US Collateral Agent may exercise any and all rights and remedies of the Pledgorin respect of the Collateral.
 
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(d) All payments received by the Pledgor after the occurrence and during thecontinuation of an Event of Default in respect of the Collateral shall be received in trustfor the benefit of the US Collateral Agent, shall be segregated from other property orfunds of the Pledgor and shall be forthwith delivered to the US Collateral Agent (or itsnon-fiduciary agent or designee) as Collateral in the same form as so received (with anynecessary endorsement).(e) If the US Collateral Agent shall determine to exercise its right to sell all or anyof the Pledged Shares pursuant to this Section 12, the Pledgor recognizes that the USCollateral Agent may be unable to effect a public sale of any or all of the Pledged Shares,by reason of certain prohibitions contained in the Securities Act of any applicable Canadianjurisdiction, as from time to time amended (a “Securities Act”) or otherwise, and may becompelled to resort to one or more private sales thereof to a restricted group of purchaserswhich will be obliged to agree, among other things, to acquire such securities for their ownaccount for investment and not with a view to the distribution or resale thereof. ThePledgor acknowledges and agrees that any such private sale may result in prices and otherterms less favorable than if such sale were a public sale and, notwithstanding suchcircumstances, agrees that any such private sale shall be deemed to have been made in acommercially reasonable manner. The US Collateral Agent shall be under no obligation todelay a sale of any of the Pledged Shares for the period of time necessary to permit theissuer thereof to register such securities for public sale under any such Securities Act, orunder other applicable laws, even if such issuer would agree to do so.(f) If the US Collateral Agent determines to exercise its right to sell any or all ofthe Collateral, upon written request, the Pledgor shall, from time to time, furnish to theUS Collateral Agent all such information as the US Collateral Agent may reasonably requestin order to determine the number of shares and other instruments included in the Collateralwhich may be sold by the US Collateral Agent as exempt transactions under the Securities Actand rules of the SEC, as the same are from time to time in effect.(g) The US Collateral Agent may seek the appointment of a receiver, receiver-manager orkeeper (a “Receiver”) under the laws of Canada or any Province thereof to take possession ofall or any portion of the Collateral of the Pledgor or to operate same and, to the maximumextent permitted by law, may seek the appointment of such a receiver without the requirementof prior notice or a hearing. Any such Receiver shall, so far as concerns responsibilityfor his/her acts, be deemed agent of the Pledgor and not the US Collateral Agent and theSecured Parties, and the US Collateral Agent and the Secured Parties shall not be in any wayresponsible for any misconduct, negligence or non-feasance on the part of any such Receiver,his/her servants or employees other than for gross negligence or wilful misconduct. Subjectto the provisions of the instrument appointing him/her, any such Receiver shall have powerto take possession of Collateral of the Pledgor, to preserve Collateral of the Pledgor orits value, to carry on or concur in carrying on all or any part of the business of thePledgor and to sell, lease, license or otherwise dispose of or concur in selling, leasing,licensing or otherwise disposing of Collateral of the Pledgor. To facilitate the forgoingpowers, any such Receiver may, to the exclusion of all others, including the Pledgor, enterupon, use and occupy all premises owned or occupied by the Pledgor wherein Collateral of thePledgor may be situated, maintain Collateral of the Pledgor upon such premises, borrow moneyon its own behalfor on behalf of the Secured Parties on a secured or unsecured basis and use Collateralof the Pledgor directly in carrying on the Pledgor’s business or as security for loans oradvances to enable the Receiver to carry on the Pledgor’s business or otherwise, as suchReceiver shall, in its discretion, determine. Except as may be otherwise directed by USCollateral Agent, all money received from time to time by such Receiver in carrying outhis/her appointment shall be received in trust for and paid over to US Collateral Agent.Every such Receiver may, in the discretion of the US Collateral Agent, be vested with all orany of the rights and powers of the US Collateral Agent and the Secured Parties. The USCollateral Agent may, either directly or through its nominees, exercise any or all powersand rights given to a receiver by virtue of the foregoing provisions of this paragraph.
 
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13. Amendments, etc. with Respect to the Obligations; Waiver of Rights. Except forthe termination of the Pledgor’s Obligations hereunder as expressly provided in Section 14, thePledgor shall remain obligated hereunder notwithstanding that, without any reservation of rightsagainst the Pledgor and without notice to or further assent by the Pledgor, (a) any demand forpayment of any of the Obligations made by the US Collateral Agent or any other Secured Party may berescinded by such party and any of the Obligations continued, (b) the Obligations, or the liabilityof any other party upon or for any part thereof, or any collateral security or guarantee thereforor right of offset with respect thereto, may, from time to time, in whole or in part, be renewed,extended, amended, modified, accelerated, compromised, waived, surrendered or released by the USCollateral Agent or any other Secured Party, (c) the Secured Debt Documents and any other documentsexecuted and delivered in connection therewith may be amended, modified, supplemented orterminated, in whole or in part, in accordance with the terms of the applicable Secured DebtDocument, and (d) any collateral security, guarantee or right of offset at any time held by the USCollateral Agent or any other Secured Party for the payment of the Obligations may be sold,exchanged, waived, surrendered or released. Neither the US Collateral Agent nor any other SecuredParty shall have any obligation to protect, secure, perfect or insure any Lien at any time held byit as security for the Obligations or for this Agreement or any property subject thereto. Whenmaking any demand hereunder against the Pledgor, the US Collateral Agent or any other Secured Partymay, but shall be under no obligation to, make a similar demand on the US Borrowers (to the extentsuch demand is in respect of any Obligations owing by the US Borrowers) or any US Pledgor (asdefined in the US Pledge Agreement), and any failure by the US Collateral Agent or any otherSecured Party to make any such demand or to collect any payments from the US Borrowers or any USPledgor or any release of the US Borrowers or any US Pledgor shall not relieve the Pledgor inrespect of which a demand or collection is not made or the Pledgor not so released of its severalobligations or liabilities hereunder, and shall not impair or affect the rights and remedies,express or implied, or as a matter of law, of the US Collateral Agent or any other Secured Partyagainst the Pledgor. For the purposes hereof “demand” shall include the commencement andcontinuation of any legal proceedings.14. Continuing Security Interest; Assignments Under the Secured Debt Documents;Release.(a) This Agreement and the security interest granted hereunder shall remain in full force andeffect and be binding in accordance with and to the extent of its terms upon thePledgor and the successors and assigns thereof, and shall inure to the benefit of the USCollateral Agent and the other Secured Parties and their respective successors, indorsees,transferees and assigns, until the Termination Date, notwithstanding the from time to time prior tothe Termination Date the Pledgor may be free from any Obligations.
 
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(b) The Pledgor shall automatically be released from its obligations hereunder and the pledgeof the Pledgor shall be automatically released upon the consummation of any transaction permittedby the Credit Agreement as a result of which the Pledgor ceases to be a Restricted Subsidiary ofthe Company or otherwise becomes an Excluded Subsidiary; provided that the Required Lenders shallhave consented to such transaction (to the extent such consent is required by the Credit Agreement)and the terms of such consent did not provide otherwise.(c) The obligations created hereby of the Pledgor with respect to Collateral shall beautomatically released and such Collateral sold free and clear of the Lien and security interestscreated hereby (i) upon any Disposition by the Pledgor of any Collateral that is (i) permittedunder the Credit Agreement (other than to the Company or any US Subsidiary Pledgor) or (ii) uponthe effectiveness of any written consent to the release of the security interests granted hereby inany Collateral pursuant to Section 13.1 of the Credit Agreement.(d) In connection with any termination or release pursuant to paragraph (a), (b), or (c), theUS Collateral Agent shall execute and deliver to the Pledgor or authorize the filing of, at thePledgor’s expense, all documents that the Pledgor shall reasonably request to evidence suchtermination or release provided, however, that with respect to the release of anyitem of Collateral pursuant to Section 14(c)(i) in connection with any request of evidence oftermination or release made of the US Collateral Agent, the US Collateral Agent may request thatthe Pledgor deliver a certificate of an Authorized Officer to the effect that the sale or transfertransaction is in compliance with the Credit Documents. Any execution and delivery of documentspursuant to this Section 14 shall be without recourse to or warranty by the US Collateral Agent.15. Reinstatement. This Agreement shall continue to be effective, or be reinstated,as the case may be, if at any time payment, or any part thereof, of any of the Obligations isrescinded or must otherwise be restored or returned by the US Collateral Agent or any other SecuredParty upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the USBorrowers, any US Pledgor, or the Pledgor, or upon or as a result of the appointment of a receiver,intervenor or conservator of, or trustee or similar officer for, the US Borrowers, any US Pledgor,the Pledgor or any substantial part of its property, or otherwise, all as though such payments hadnot been made.16. Notices. All notices, requests and demands pursuant hereto shall be made inaccordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder tothe Pledgor shall be given to it in care of the Company at the Company’s address set forth inSection 13.2 of the Credit Agreement.17. Counterparts. This Agreement may be executed by one or more of the parties tothis Agreement on any number of separate counterparts (including by facsimile or other electronictransmission (*i.e.*, a “pdf” or “tif”)), and all of said counterparts taken togethershall be deemed to constitute one and the same instrument. A set of the copies of thisAgreement signed by all the parties shall be lodged with the US Collateral Agent and the Company.
 
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18. Severability. Any provision of this Agreement that is prohibited or unenforceablein any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of suchprohibition or unenforceability without invalidating the remaining provisions hereof, and any suchprohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceablesuch provision in any other jurisdiction. The parties hereto shall endeavor in good-faithnegotiations to replace the invalid, illegal or unenforceable provisions with valid provisions theeconomic effect of which comes as close as possible to that of the invalid, illegal orunenforceable provisions.19. Integration. This Agreement represents the agreement of the Pledgor with respectto the subject matter hereof and there are no promises, undertakings, representations or warrantiesby the US Collateral Agent or any other Secured Party relative to the subject matter hereof notexpressly set forth or referred to herein or in the other Secured Debt Documents.20. Amendments in Writing; No Waiver; Cumulative Remedies.(a) None of the terms or provisions of this Agreement may be waived, amended, supplemented orotherwise modified except by a written instrument executed by the Pledgor and the US CollateralAgent in accordance with Section 13.1 of the Credit Agreement.(b) Neither the US Collateral Agent nor any other Secured Party shall by any act (except by awritten instrument pursuant to Section 20(a) hereof), delay, indulgence, omission or otherwise bedeemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Eventof Default or in any breach of any of the terms and conditions hereof. No failure to exercise, norany delay in exercising, on the part of the US Collateral Agent or any other Secured Party, anyright, power or privilege hereunder shall operate as a waiver thereof. No single or partialexercise of any right, power or privilege hereunder shall preclude any other or further exercisethereof or the exercise of any other right, power or privilege. A waiver by the US CollateralAgent or any other Secured Party of any right or remedy hereunder on any one occasion shall not beconstrued as a bar to any right or remedy that the US Collateral Agent or such other Secured Partywould otherwise have on any future occasion.(c) The rights, remedies, powers and privileges herein provided are cumulative, may beexercised singly or concurrently and are not exclusive of any other rights or remedies provided bylaw.21. Section Headings. The Section headings used in this Agreement are for convenienceof reference only and are not to affect the construction hereof or be taken into consideration inthe interpretation hereof.22. Successors and Assigns. The provisions of this Agreement shall be binding uponand inure to the benefit of the parties hereto and their respective successors and assigns, exceptthat the Pledgor may not assign, transfer or delegate any of its rights orobligations under this Agreement without the prior written consent of the US Collateral Agent,except pursuant to a transaction expressly permitted by the Credit Agreement.
 
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23. **WAIVER OF JURY TRIAL****. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLYWAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY OTHER CREDITDOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.**24. Submission to Jurisdiction; Waivers. The Pledgor hereby irrevocably andunconditionally:(a) submits for itself and its property in any legal action or proceeding relating tothis Agreement, and the other Credit Documents to which it is a party, or for recognitionand enforcement of any judgment in respect thereof, to the non-exclusive jurisdiction of acourt of competent jurisdiction in the Province of Ontario;(b) consents that any such action or proceeding shall be brought in such courts andwaives any objection that it may now or hereafter have to the venue of any such action orproceeding in any such court or that such action or proceeding was brought in aninconvenient 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 bymailing a copy thereof by registered or certified mail (or any substantially similar form ofmail), postage prepaid, to the Pledgor at its address referred to in Section 16 or at suchother address of which the US Collateral Agent shall have been notified pursuant thereto;(d) agrees that nothing herein shall affect the right of the US Collateral Agent or anyother Secured Party to effect service of process in any other manner permitted by ApplicableLaw or shall limit the right of the US Collateral Agent or any other Secured Party to sue inany other jurisdiction; and(e) waives, to the maximum extent not prohibited by law, any right it may have to claimor recover in any legal action or proceeding referred to in this Section 24 any special,exemplary, punitive or consequential damages.25. **GOVERNING LAW****. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIESHEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THEPROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.**[*Signature Pages Follow*]
 
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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed anddelivered by its duly authorized officer as of the day and year first above written.      **GENTEK BUILDING PRODUCTS, INC.,**as a Pledgor