**NOW, THEREFORE**, in consideration of the premises and to induce the Agents and the Lenders toenter into the Credit Agreement and to induce the Lenders and the Canadian Letter of Credit Issuersto make their respective Extensions of Credit to the Canadian Borrowers under the Credit Agreement,to induce one or more Cash Management Banks to provide Cash Management Services pursuant to SecuredCash Management Agreements to any Credit Party and to induce one or more Hedge Banks to enter intoSecured Hedging Agreements with any Credit Party, the Canadian Guarantors hereby agree with theCanadian Collateral Agent, for the benefit of the Secured Parties, as follows:**1. Defined Terms** (a) Unless otherwise defined herein, terms defined in the Credit Agreement and usedherein (including terms used in the preamble and recitals hereto) shall have themeanings given to them in the Credit Agreement. (b) The rules of construction and other interpretative provisions specified inSections 1.2, 1.5, 1.6 and 1.7 of the Credit Agreement shall apply to this CanadianGuarantee, including terms defined in the preamble and recitals hereto. (c) As used herein, the term “Termination Date” means the date on which allCanadian Obligations are paid in full in cash (other than Cash Management Obligationsunder Secured Cash Management Agreements, Hedging Obligations under Secured HedgingAgreements or contingent indemnification obligations not then due and payable) and theTotal Revolving Credit Commitment and all Letters of Credit are terminated (other thanLetters of Credit that have been Cash Collateralized in accordance with Section 3.7 ofthe Credit Agreement following the termination of the Total Revolving CreditCommitment).**2. Guarantee** (a) Subject to the provisions of Section 2(b), each of the Canadian Guarantorshereby, jointly and severally, unconditionally and irrevocably, guarantees, as primaryobligor and not merely as surety, to the Canadian Collateral Agent for the benefit ofthe Secured Parties, the prompt and complete payment and performance when due (whetherat the stated maturity, by acceleration or otherwise) of the Canadian Obligations(other than in respect of each of its own obligations). In furtherance of theforegoing and not in limitation of any other right that the Canadian Collateral Agentor any other Canadian Secured Party has at law or in equity against any CanadianGuarantor by virtue hereof, upon the failure of any of the Canadian Borrowers or anyother Canadian Credit Party to pay any Canadian Obligation when and as the same shallbecome due (whether at the stated maturity, by acceleration or otherwise), eachCanadian Guarantor hereby promises to and will forthwith pay, or cause to be paid, tothe Canadian Collateral Agent for distribution to the applicable Secured Parties theamount of such unpaid Canadian Obligation. Upon payment by any Canadian Guarantor ofany sums tothe Canadian Collateral Agent as provided above, all rights of such CanadianGuarantor against any of the Canadian Borrowers or any other Canadian Guarantorarising as a result thereof by way of right of subrogation, contribution,reimbursement, indemnity or otherwise shall in all respects be subject to Sections 3and 5 hereof.
 
- 2 -

 
 (b) Anything herein or in any other Credit Document to the contrarynotwithstanding, the maximum liability of each Canadian Subsidiary Guarantor hereunderand under the other Credit Documents shall in no event exceed the amount that can beguaranteed by such Canadian Subsidiary Guarantor under Applicable Law relating to theinsolvency of debtors. (c) To the extent required by Section 13.5 of the Credit Agreement, each CanadianGuarantor further agrees to pay any and all reasonable and documented out-of-pocketcosts and expenses (including all reasonable fees and disbursements of counsel) thatmay be paid or incurred by the Canadian Collateral Agent or any other Canadian SecuredParty in enforcing, or obtaining advice of counsel in respect of, any rights withrespect to, or collecting, any or all of the Canadian Obligations and/or enforcing anyrights with respect to, or collecting against, such Canadian Guarantor under thisCanadian Guarantee. (d) Each Canadian Guarantor agrees that the Canadian Obligations may at any timeand from time to time exceed the amount of the liability of such Canadian Guarantorhereunder without impairing this Canadian Guarantee or affecting the rights andremedies of the Canadian Collateral Agent or any other Canadian Secured Partyhereunder. (e) No payment or payments made by any of the Borrowers, any other Guarantor, anyother guarantor or any other Person or received or collected by the Canadian CollateralAgent or any other Canadian Secured Party from any of the Borrowers, any otherGuarantors, any other guarantor or any other Person by virtue of any action orproceeding or any set-off or appropriation or application at any time or from time totime in reduction of or in payment of the Canadian Obligations shall be deemed tomodify, reduce, release or otherwise affect the liability of any Canadian Guarantorhereunder, which shall, notwithstanding any such payment or payments other thanpayments made by such Canadian Guarantor in respect of the Canadian Obligations orpayments received or collected from such Canadian Guarantor in respect of the CanadianObligations, remain liable for the Canadian Obligations up to the maximum liability ofsuch Canadian Guarantor hereunder until the Termination Date. (f) Each Canadian Guarantor agrees that whenever, at any time, or from time totime, it shall make any payment to the Canadian Collateral Agent or any other CanadianSecured Party on account of its liability hereunder, it will notify the CanadianCollateral Agent in writing that such payment is made under this Canadian Guarantee forsuch purpose.
 
- 3 -

 
 (g) Each Canadian Guarantor assumes all responsibility for being and keeping itselfinformed of the Canadian Borrowers’ and each other Canadian Credit Party’s financialcondition and assets, and of all other circumstances bearing upon the risk ofnonpayment of the Canadian Obligations and the nature, scope and extent of the risksthat such Canadian Guarantor assumes and incurs hereunder, and agrees that none of theCanadian Collateral Agent or the other Secured Parties will have any duty to advisesuch Canadian Guarantor of information known to it or any of them regarding suchcircumstances or risks.**3. Right of Contribution**Each Canadian Guarantor hereby agrees that to the extent a Canadian Guarantor shall have paid morethan its proportionate share of any payment made hereunder, such Canadian Guarantor shall beentitled to seek and receive contribution from and against any other Canadian Guarantors hereunder,that has not paid its proportionate share of such payment. Each Canadian Guarantor’s right ofcontribution shall be subject to the terms and conditions of Section 5 hereof. The provisions ofthis Section 3 shall in no respect limit the obligations and liabilities of any Canadian Guarantorto the Canadian Collateral Agent and the other Secured Parties, and each Canadian Guarantor shallremain liable to the Canadian Collateral Agent and the other Secured Parties for the full amountguaranteed by such Canadian Guarantor hereunder.**4. Right of Set-off**In addition to any rights and remedies of the Secured Parties provided by Applicable Law, eachCanadian Guarantor hereby irrevocably authorizes each Canadian Secured Party at any time and fromtime to time following the occurrence and during the continuance of an Event of Default withoutnotice to such Canadian Guarantor or any other Canadian Guarantor, any such notice being expresslywaived by each Canadian Guarantor, upon any amount becoming due and payable by such CanadianGuarantor hereunder (whether at stated maturity, by acceleration or otherwise) to set-off andappropriate and apply against such amount any and all deposits (general or special, time or demand,provisional or final), in any currency, and any other credits, indebtedness or claims, in anycurrency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, atany time held or owing by such Canadian Secured Party to or for the credit or the account of suchCanadian Guarantor. Each Secured Party shall notify such Canadian Guarantor promptly of any suchset-off and the appropriation and application made by such Canadian Secured Party; providedthat the failure to give such notice shall not affect the validity of such set-off andappropriation and application.
 
- 4 -

 
**5. No Subrogation**Notwithstanding any payment or payments made by any of the Canadian Guarantors hereunder or anyset-off or appropriation and application of funds of any of the Canadian Guarantors by the CanadianCollateral Agent or any other Canadian Secured Party, no Canadian Guarantor shall be entitled to besubrogated to any of the rights of the Canadian Collateral Agent or any other Canadian SecuredParty against any of the Borrowers or any other Guarantor or any collateral security or guaranteeor right of offset held by the Canadian Collateral Agent or any other Canadian Secured Party forthe payment of the Canadian Obligations, nor shall any Canadian Guarantor seek or be entitled toseek any contribution or reimbursement from any of theBorrowers or any other Guarantor in respect of payments made by such Canadian Guarantor hereunder,until the Termination Date. If any amount shall be paid to any Canadian Guarantor on account ofsuch subrogation rights at any time prior to the Termination Date, such amount shall be held bysuch Canadian Guarantor in trust for the Canadian Collateral Agent and the other Secured Parties,segregated from other funds of such Canadian Guarantor, and shall, forthwith upon receipt by suchCanadian Guarantor, be turned over to the Canadian Collateral Agent in the exact form received bysuch Canadian Guarantor (duly indorsed by such Canadian Guarantor to the Canadian Collateral Agent,if required), to be applied against the Canadian Obligations, whether due or to become due, inaccordance with Section 5.4 of the Revolving Canadian Security Agreement.**6. Amendments, etc. with Respect to the Canadian Obligations; Waiver of Rights**Except for termination of a Canadian Guarantor’s obligations hereunder as expressly provided inSection 24, each Canadian Guarantor shall remain obligated hereunder notwithstanding that, withoutany reservation of rights against any Canadian Guarantor and without notice to or further assent byany Canadian Guarantor, (a) any demand for payment of any of the Canadian Obligations made by theCanadian Collateral Agent or any other Canadian Secured Party may be rescinded by such party andany of the Canadian Obligations continued, (b) the Canadian Obligations, or the liability of anyother party upon or for any part thereof, or any collateral security or guarantee therefor or rightof 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 CanadianCollateral Agent or any other Canadian Secured Party, (c) the Credit Agreement, the other CreditDocuments and any other documents executed and delivered in connection therewith, the Secured CashManagement Agreements and any other documents executed and delivered in connection therewith andthe Secured Hedging Agreements and any other documents executed and delivered in connectiontherewith, may be amended, waived, modified, supplemented or terminated, in whole or in part, inaccordance with the terms of the applicable document and (d) any collateral security, guarantee orright of offset at any time held by the Canadian Collateral Agent or any other Canadian SecuredParty for the payment of the Canadian Obligations may be sold, exchanged, waived, surrendered orreleased. Neither the Canadian Collateral Agent nor any other Canadian Secured Party shall haveany obligation to protect, secure, perfect or insure any Lien at any time held by it as securityfor the Canadian Obligations or for this Canadian Guarantee or any property subject thereto. Whenmaking any demand hereunder against any Canadian Guarantor, the Canadian Collateral Agent or anyother Canadian Secured Party may, but shall be under no obligation to, make a similar demand on anyof the Canadian Borrowers or any other Canadian Guarantor or other guarantor, and any failure bythe Canadian Collateral Agent or any other Canadian Secured Party to make any such demand or tocollect any payments from any of the Canadian Borrowers or any other Canadian Guarantor or otherguarantor or any release of any of the Canadian Borrowers or any other Canadian Guarantor or otherguarantor shall not relieve any Canadian Guarantor in respect of which a demand or collection isnot made or any Canadian Guarantor not so released of its several obligations or liabilitieshereunder, and shall not impair or affect the rights and remedies, express or implied, or as amatter of law, of the Canadian Collateral Agent or any other Canadian Secured Party against anyCanadian Guarantor. For the purposes hereof, “demand” shall include the commencement andcontinuance of any legal proceedings.
 
- 5 -

 
**7. Guarantee Absolute and Unconditional**Each Canadian Guarantor waives any and all notice of the creation, contraction, incurrence,renewal, extension, amendment, waiver or accrual of any of the Canadian Obligations, and notice ofor proof of reliance by the Canadian Collateral Agent or any other Canadian Secured Party upon thisCanadian Guarantee or acceptance of this Canadian Guarantee, the Canadian Obligations or any ofthem, shall conclusively be deemed to have been created, contracted or incurred, or renewed,extended, amended, waived or accrued, in reliance upon this Canadian Guarantee; and all dealingsbetween any of the Canadian Borrowers and any of the Canadian Guarantors, on the one hand, and theCanadian Collateral Agent and the other Secured Parties, on the other hand, likewise shall beconclusively presumed to have been had or consummated in reliance upon this Canadian Guarantee.Each Canadian Guarantor waives promptness, diligence, presentment, protest, notice of protest,demand for payment and notice of default, acceleration or nonpayment and any other notice to orupon any of the Canadian Borrowers or any other Canadian Guarantor with respect to the CanadianObligations. Each Canadian Guarantor understands and agrees that this Canadian Guarantee shall beconstrued as a continuing, absolute and unconditional guarantee of payment without regard to (a)the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, anySecured Cash Management Agreement or any Secured Hedging Agreement, any of the Canadian Obligationsor any other collateral security therefor or guarantee or right of offset with respect thereto atany time or from time to time held by the Canadian Collateral Agent or any other Canadian SecuredParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performance)that may at any time be available to or be asserted by any of the Canadian Borrowers against theCanadian Collateral Agent or any other Canadian Secured Party or (c) any other circumstancewhatsoever (with or without notice to or knowledge of any of the Canadian Borrowers or suchCanadian Guarantor) that constitutes, or might be construed to constitute, an equitable or legaldischarge of any of the Canadian Borrowers for the Canadian Obligations, or of such CanadianGuarantor under this Canadian Guarantee, in bankruptcy or in any other instance. When pursuing itsrights and remedies hereunder against any Canadian Guarantor, the Canadian Collateral Agent and anyother Canadian Secured Party may elect, but shall be under no obligation, to pursue such rights andremedies as it may have against any of the Canadian Borrowers or any other Person or against anycollateral security or guarantee for the Canadian Obligations or any right of offset with respectthereto, and any failure by the Canadian Collateral Agent or any other Canadian Secured Party topursue such other rights or remedies or to collect any payments from any of the Canadian Borrowersor any such other Person or to realize upon any such collateral security or guarantee or toexercise any such right of offset, or any release of any of the Canadian Borrowers or any suchother Person or any such collateral security, guarantee or right of offset, shall not relieve suchCanadian Guarantor of any liability hereunder, and shall not impair or affect the rights andremedies, whether express, implied or available as a matter of law, of the Canadian CollateralAgent and the other Secured Parties against such Canadian Guarantor. To the fullest extentpermitted by Applicable Law, each Canadian Guarantor waives any defense arising out of any suchelection even though such election operates, pursuant to Applicable Law, to impair or to extinguishany right of reimbursement, subrogation, exoneration, contribution or indemnification or otherright or remedy of such Canadian Guarantor against any of the Canadian Borrowers or any otherGuarantor, as the case may be, or any security. Each Canadian Guarantor acknowledges that it willreceive substantial direct and indirect benefits from the financing arrangements contemplated bythe CreditDocuments and that the waivers set forth herein are knowingly made in contemplation of suchbenefit. This Canadian Guarantee shall remain in full force and effect and be binding inaccordance with and to the extent of its terms upon each Canadian Guarantor and the successors andassigns thereof, and shall inure to the benefit of the Canadian Collateral Agent and the otherSecured Parties, and their respective successors, endorsees, transferees and assigns, until theTermination Date, notwithstanding that from time to time during the term of the Credit Agreement,any Secured Cash Management Agreement and any Secured Hedging Agreement, the Credit Parties may befree from any Canadian Obligations.
 
- 6 -

 
**8. Subordination**Each Canadian Guarantor hereby agrees that any Indebtedness of any Canadian Guarantor now orhereafter owing to any other Canadian Guarantor, whether heretofore, now or hereafter created (the“Canadian Guarantor Subordinated Debt”), is hereby subordinated to all of the CanadianObligations until the Termination Date and that the Canadian Guarantor Subordinated Debt shall notbe paid in whole or in part during the continuance of any Event of Default. In the event of anyinsolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or othersimilar proceedings in connection therewith, relative to any Canadian Guarantor or to its property,and in the event of any proceedings for voluntary liquidation, dissolution or other winding up ofsuch Canadian Guarantor (except as expressly permitted by the Credit Agreement), whether or notinvolving insolvency or bankruptcy, then, if an Event of Default has occurred and is continuing (a)the Canadian Collateral Agent shall be paid irrevocably in full in cash in immediately availablefunds in respect of all amounts constituting the Canadian Obligations (other than Cash ManagementObligations under Secured Cash Management Agreements, Hedging Obligations under Secured HedgingAgreements or contingent indemnification obligations not then due and payable) before any payee isentitled to receive (whether directly or indirectly), or make any demands for, any payment onaccount of the Canadian Guarantor Subordinated Debt and (b) until the Canadian Collateral Agent ispaid irrevocably in full in cash in immediately available funds in respect of all amountsconstituting the Canadian Obligations (other than Cash Management Obligations under Secured CashManagement Agreements, Hedging Obligations under Secured Hedging Agreements or contingentindemnification obligations not then due and payable), any payment or distribution to which suchpayee would otherwise be entitled (other than debt securities of such Canadian Guarantor that aresubordinated, to at least the same extent as this Section 8, to the payment of all CanadianGuarantor Subordinated Debt then outstanding (such securities being hereinafter referred to as“Canadian Restructured Debt Securities”)) shall be made to the Canadian Collateral Agent.If any Event of Default occurs and is continuing, then no payment or distribution of any kind orcharacter shall be accepted by or on behalf of the Canadian Guarantor or any other Person on itsbehalf with respect to the Canadian Guarantor Subordinated Debt. If any payment or distribution ofany character, whether in cash, securities or other property (other than Canadian Restructured DebtSecurities), in respect of the Canadian Guarantor Subordinated Debt shall be received by any payeein violation of this Section 8 before all Canadian Obligations shall have been paid irrevocably infull in cash in immediately available funds (other than Cash Management Obligations under SecuredCash Management Agreements, Hedging Obligations under Secured Hedging Agreements or contingentindemnification obligations not then due and payable), such payment or distribution shall be heldin trust for the benefit of the Secured Parties, and shall be paid over the Canadian CollateralAgent.
 
- 7 -

 
**9. Representations and Warranties; Covenants**Each Canadian Guarantor hereby (a) represents and warrants that the representations and warrantiesas to it made by Holdings and the Borrowers in Section 8 of the Credit Agreement are true andcorrect on each date as required by Section 7.1 of the Credit Agreement and (b) agrees to take, orrefrain from taking, as the case may be, each action necessary to be taken or not taken, as thecase may be, so that no Default or Event of Default is caused by the failure to take such action orto refrain from taking such action by such Canadian Guarantor.**10. Reinstatement**This Canadian Guarantee shall continue to be effective, or be reinstated, as the case may be, if atany time payment, or any part thereof, of any of the Canadian Obligations is rescinded or mustotherwise be restored or returned by the Canadian Collateral Agent or any other Secured Party uponthe insolvency, bankruptcy, dissolution, liquidation or reorganization of any of the CanadianBorrowers or any other Canadian Guarantor, or upon or as a result of the appointment of a receiver,intervenor or conservator of, or trustee or similar officer for, any of the Canadian Borrowers orany other Guarantor or any substantial part of its property, or otherwise, all as though suchpayments had not been made.**11. Payments**Each Canadian Guarantor hereby guarantees that payments hereunder will be paid to the CanadianCollateral Agent without set-off or counterclaim in the same currency as demand is made at theCanadian Collateral Agent’s office specified in Section 13.2 of the Credit Agreement.**12. Authority of Agent**Each Canadian Guarantor acknowledges that the rights and responsibilities of the CanadianCollateral Agent under this Canadian Guarantee with respect to any action taken by the CanadianCollateral Agent or the exercise or non-exercise by the Canadian Collateral Agent of any option,right, request, judgment or other right or remedy provided for herein or resulting or arising outof this Canadian Guarantee shall, as between the Canadian Collateral Agent and the other SecuredParties, be governed by the Credit Agreement and by such other agreements with respect thereto asmay exist from time to time among them, but, as between the Canadian Collateral Agent and suchCanadian Guarantor, the Canadian Collateral Agent shall be conclusively presumed to be acting asagent for the Secured Parties with full and valid authority so to act or refrain from acting, andno Canadian Guarantor shall be under any obligation, or entitlement, to make any inquiry respectingsuch authority.**13. Notices**All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 ofthe Credit Agreement. All communications and notices hereunder to each Canadian Guarantor shall begiven to it in care of the Company at the Company’s address set forth in Section 13.2 of the CreditAgreement.
 
- 8 -

 
**14. Counterparts**This Canadian Guarantee may be executed by one or more of the parties to this Canadian Guarantee onany number of separate counterparts (including by facsimile or other electronic transmission (i.e.,a “**PDF**” or “**TIF**” file)), and all of said counterparts taken together shall be deemed to constituteone and the same instrument. A set of the copies of this Canadian Guarantee signed by all theparties shall be lodged with the Canadian Collateral Agent and the Company.**15. Severability**Any provision of this Canadian Guarantee that is prohibited or unenforceable in any jurisdictionshall, as to such jurisdiction, be ineffective to the extent of such prohibition orunenforceability without invalidating the remaining provisions hereof, and any such prohibition orunenforceability in any jurisdiction shall not invalidate or render unenforceable such provision inany other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replacethe invalid, illegal or unenforceable provisions with valid provisions the economic effect of whichcomes as close as possible to that of the invalid, illegal or unenforceable provisions.**16. Integration**This Canadian Guarantee, together with the other Credit Documents, represents the agreement of eachCanadian Guarantor and the Canadian Collateral Agent with respect to the subject matter hereof, andthere are no promises, undertakings, representations or warranties by the Canadian Collateral Agentor any other Secured Party relative to the subject matter hereof not expressly set forth orreferred to herein or in the other Credit Documents.**17. Amendments in Writing; No Waiver; Cumulative Remedies** (a) None of the terms or provisions of this Canadian Guarantee may be waived,amended, supplemented or otherwise modified except by a written instrument executed bythe affected Canadian Guarantor(s) and the Canadian Collateral Agent in accordance withSection 13.1 of the Credit Agreement. (b) Neither the Canadian Collateral Agent nor any other Canadian Secured Partyshall by any act (except by a written instrument pursuant to Section 17(a) hereof),delay, indulgence, omission or otherwise be deemed to have waived any right or remedyhereunder or to have acquiesced in any Default or Event of Default or in any breach ofany of the terms and conditions hereof. No failure to exercise, nor any delay inexercising, on the part of the Canadian Collateral Agent or any other Canadian SecuredParty, any right, power or privilege hereunder shall operate as a waiver thereof. Nosingle or partial exercise of any right, power or privilege hereunder shall precludeany other or further exercise thereof or the exercise of any other right, power orprivilege. A waiver by the Canadian Collateral Agent or any other Canadian SecuredParty of any right or remedy hereunder on any one occasion shall not be construed as abar to any right or remedy that the Canadian Collateral Agent or any Canadian SecuredParty would otherwise have on any future occasion. (c) The rights, remedies, powers and privileges herein provided are cumulative, maybe exercised singly or concurrently and are not exclusive of any other rights orremedies provided by law.
 
- 9 -

 
**18. Section Headings**The Section headings used in this Canadian Guarantee are for convenience of reference only and arenot to affect the construction hereof or be taken into consideration in the interpretation hereof.**19. Successors and Assigns**This Canadian Guarantee shall be binding upon the successors and assigns of each Canadian Guarantorand shall inure to the benefit of the Canadian Collateral Agent and the other Secured Parties andtheir respective successors and assigns, except that no Canadian Guarantor may assign, transfer ordelegate any of its rights or obligations under this Canadian Guarantee without the prior writtenconsent of the Canadian Collateral Agent unless permitted to do so under the Credit Agreement.**20. Additional Guarantors**Each Subsidiary of any of the Canadian Borrowers that is required to become a party to thisCanadian Guarantee pursuant to Section 9.10 of the Credit Agreement shall become a CanadianGuarantor, with the same force and effect as if originally named as a Canadian Guarantor herein,for all purposes of this Canadian Guarantee upon execution and delivery by such Subsidiary of aSupplement in the form of Annex B hereto or in such other form reasonably satisfactory to theCanadian Collateral Agent. The execution and delivery of any instrument adding an additionalCanadian Guarantor as a party to this Canadian Guarantee shall not require the consent of any otherCanadian Guarantor hereunder. The rights and obligations of each Canadian Guarantor hereundershall remain in full force and effect notwithstanding the addition of any new Canadian Guarantor asa party to this Canadian Guarantee.**21. WAIVER OF JURY TRIAL****EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTIONOR PROCEEDING RELATING TO THIS GUARANTEE, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIMTHEREIN.****22. Submission to Jurisdiction; Waivers**Each Canadian Guarantor hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relatingto this Canadian Guarantee and the other Credit Documents to which it is a party, orfor recognition and enforcement of any judgment in respect thereof, to thenon-exclusive jurisdiction of a court of competent jurisdiction in the Province ofOntario;
 
- 10 -

 
 (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 actionor proceeding 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 effectedby mailing a copy thereof by registered or certified mail (or any substantially similarform of mail), postage prepaid, to such Canadian Guarantor at its address referred toin Section 13 hereof or at such other address of which the Canadian Collateral Agentshall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right of the Canadian CollateralAgent or any other Canadian Secured Party to effect service of process in any othermanner permitted by law or shall limit the right of the Canadian Collateral Agent orany other Canadian Secured Party to sue in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, any right it may have toclaim or recover in any legal action or proceeding referred to in this Section 22 anyspecial, exemplary, punitive or consequential damages.**23. GOVERNING LAW****THIS GUARANTEE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, ANDCONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERALLAWS OF CANADA APPLICABLE THEREIN**.**24. Termination or Release** (a) This Canadian Guarantee shall terminate on the Termination Date. (b) A Canadian Subsidiary Guarantor shall automatically be released from itsobligations hereunder upon the consummation of any transaction permitted by the CreditAgreement, as a result of which such Canadian Subsidiary Guarantor ceases to be aRestricted Subsidiary or otherwise becomes an Excluded Subsidiary; providedthat the Required Lenders shall have consented to such transaction (to the extent suchconsent is required by the Credit Agreement) and the terms of such consent did notprovide otherwise. (c) In connection with any termination or release, the Canadian Collateral Agentshall execute and deliver to any Canadian Guarantor, at such Canadian Guarantor’sexpense, all documents that such Canadian Guarantor shall reasonably request toevidence such termination or release. Any execution and delivery of documents pursuantto this Section 24 shall be without recourse to or warranty by the Canadian CollateralAgent.
 
- 11 -

 
**25. **Currency Indemnity.If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to thisCanadian Guarantee, it becomes necessary to convert into a particular currency (the “JudgmentCurrency”) any amount due under this Canadian Guarantee in any currency other than the JudgmentCurrency (the “Currency Due”), then conversion shall be made at the rate of exchange prevailing onthe Business Day before the day on which judgment is given. For this purpose “rate of exchange”means the rate at which the Canadian Collateral Agent is able, on the relevant date, to purchasethe Currency Due with the Judgment Currency in accordance with its normal practices. In the eventthat there is a change in the rate of exchange prevailing between the Business Day before the dayon which the judgment is given and the date of receipt by the Canadian Collateral Agent of theamount due, Canadian Guarantors will, on the date of receipt by the Canadian Collateral Agent, paysuch additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, asmay be necessary to ensure that the amount received by the Canadian Collateral Agent on such dateis the amount in the Judgment Currency which when converted at the rate of exchange prevailing onthe date of receipt by the Canadian Collateral Agent is the amount then due under this CanadianGuarantee in the Currency Due. If the amount of the Currency Due which the Canadian CollateralAgent is so able to purchase is less than the amount of the Currency Due originally due to it, eachCanadian Guarantor shall indemnify and save the Canadian Collateral Agent and the Lenders harmlessfrom and against all loss or damage arising as a result of such deficiency. This indemnity shallconstitute an obligation separate and independent from the other obligations contained in thisCanadian Guarantee, shall give rise to a separate and independent cause of action, shall applyirrespective of any indulgence granted by the Canadian Collateral Agent from time to time and shallcontinue in full force and effect notwithstanding any judgment or order for a liquidated sum inrespect of an amount due under this Canadian Guarantee or under any judgment or order.[*Signature Pages Follow*]
 
- 12 -

 
**IN WITNESS WHEREOF**, each of the undersigned has caused this Canadian Guarantee to be duly executedand delivered by its duly authorized officer as of the day and year first above written.      **ASSOCIATED MATERIALS CANADA LIMITED**, as a Canadian Guarantor,