**WHEREAS**, it is a condition precedent to the obligations of the Canadian Lenders and the Letterof Credit Issuers to make their respective Extensions of Credit to theCanadian Borrowers under the Credit Agreement that the Canadian Grantors shall have executedand delivered this Agreement to the Canadian Collateral Agent, for the benefit of the SecuredParties; and**WHEREAS**, the Canadian Grantors acknowledge that they will derive substantial direct andindirect benefit from the Extensions of Credit and have agreed to secure their obligations withrespect thereto pursuant to this Agreement on a first priority basis (subject to Permitted Liens).**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 Canadian Lenders and the Canadian Letter of Credit Issuers to enter into the Credit Agreementand to induce the Canadian Lenders and the Canadian Letter of Credit Issuers to make theirrespective Extensions of Credit to the Canadian Borrowers under the Credit Agreement, to induce oneor more Cash Management Banks to provide Cash Management Services pursuant to Secured CashManagement Agreements to any Credit Party and to induce one or more Hedge Banks to enter intoSecured Hedging Agreements with each Credit Party, the Canadian Grantors hereby agree with theCanadian Collateral Agent, for the benefit of the Secured Parties, as follows:1. Defined Terms.(a) Unless otherwise defined herein, (i) 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 (ii) 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 themeanings specified therein. References to sections of the PPSA or the STA shall be construed toalso refer to 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:“Accounts” shall mean all “accounts,” as such term is defined in the PPSA.“After-Acquired Intellectual Property Collateral” shall have the meaning assigned tosuch term in Section 4.1(c).“Agreement” shall have the meaning assigned to such term in the preamble hereto.“Canadian Borrower” shall have the meaning assigned to such term in the preamblehereto.
 
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“Canadian Collateral Agent” shall have the meaning assigned to such term in thepreamble hereto.“Canadian Grantor” shall have the meaning assigned to such term in the preamblehereto.“Canadian Guarantee” shall have the meaning assigned to such term in the recitalshereto.“Secured Parties” shall have the meaning assigned to the term “Secured Parties” in theCredit Agreement.“Canadian Subsidiary Grantor” shall have the meaning assigned to such term in thepreamble hereto.“Certificated Security” has the meaning given to it in the STA.“Chattel Paper” shall mean all “chattel paper” as such term is defined in the PPSA.“Collateral” shall have the meaning assigned to such term in Section 2.“Collateral Account” shall mean any collateral account established by the CanadianCollateral Agent as provided in Section 5.1.“Company” shall have the meaning assigned to such term in the preamble hereto.“Copyrights” shall mean all (a) registered copyright rights in Canada, includingcopyrights in computer software and the content thereof, and internet web sites, (b) registrations,recordings and applications for registration of any such copyright in Canada, includingregistrations, recordings, supplemental registrations and pending applications for registration inthe Canadian Intellectual Property Office, and (c) rights to obtain all renewals thereof.“Credit Agreement” shall have the meaning assigned to such term in the recitalshereto.“Credit Documents” shall mean the “Credit Documents” as defined in the CreditAgreement.“Deposit Account Control Agreement” shall mean an agreement among the CanadianCollateral Agent, any Canadian Grantor and the relevant depository bank, in form and substancereasonably satisfactory to the Canadian Collateral Agent.“Document of Title” shall mean all “document of title,” as such term is defined in thePPSA.
 
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“Equipment” shall mean all “equipment,” as such term is defined in the PPSA, now orhereafter owned by any Canadian Grantor or to which any Canadian Grantor has rightsand, in any event, shall include all machinery, equipment, furnishings, movable trade fixturesand vehicles now or hereafter owned by any Canadian Grantor or to which any Canadian Grantor hasrights and any and all additions, substitutions and replacements of any of the foregoing, whereverlocated, together with all attachments, components, parts, equipment and accessories installedthereon or affixed thereto.“Excluded Accounts” shall mean any accounts specified in Section 9.16(b)(iv) of theCredit Agreement.“Excluded Assets” shall mean (a) any property or asset to the extent that the grant ofa security interest in such property or asset is prohibited by any Applicable Law or requiresconsent not obtained of any Governmental Authority pursuant to Applicable Law, (b) any SubjectProperty, (c) any Excluded Capital Stock, (d) any assets or property that is subject to a Lienpermitted pursuant to Section 10.2(c) of the Credit Agreement to the extent the documents relatingto such Lien would not permit such assets or property to be subject to the Liens created by thisAgreement and the other Credit Documents; provided that immediately upon theineffectiveness, lapse or termination of any such restriction, such assets or property shall ceaseto be an Excluded Asset, (e) any Vehicles the perfection of a security interest in which isexcluded from the PPSA, (f) any intellectual property, including Canadian intent to use trademarkapplications, to the extent that and for so long as the creation of a security interest thereinwould invalidate or impair the enforceability of the Canadian Grantor’s right, title or interesttherein, (h) Excluded Accounts, (i) any property or assets owned by any Unrestricted Subsidiary (j)any property included in the definition of “Collateral” in the Canadian Pledge Agreement and (k)proceeds and products from any and all of the of the foregoing Excluded Assets described in clause(a) through (j), unless such proceeds would otherwise constitute Collateral; provided, however,that Excluded Assets will not include any Proceeds, substitutions or replacements of any ExcludedAssets referred to in clause (a) (unless such Proceeds, substitutions or replacements wouldotherwise constitute Excluded Assets).“Exclusive IP Agreements” shall have the meaning assigned to such term in Section3.2(a).“Extensions of Credit” shall have the meaning assigned to such term in the recitalshereto.“Intangibles” shall mean all “intangibles” as such term is defined in the PPSA and, inany event, including with respect to any Canadian Grantor, all contracts, agreements, instrumentsand indentures in any form, and portions thereof, to which such Canadian Grantor is a party orunder which such Canadian Grantor has any right, title or interest or to which such CanadianGrantor or any property of such Canadian Grantor is subject, as the same may from time to time beamended, supplemented or otherwise modified, including (a) all rights of such Canadian Grantor toreceive moneys due and to become due to it thereunder or in connection therewith, (b) all rights ofsuch Canadian Grantor to receive proceeds of any insurance, indemnity, warranty or guarantee withrespect thereto, (c) all claims of such Canadian Grantor for damages arising out of any breach ofor default thereunder and (d) all rights of such Canadian Grantor to terminate, amend, supplement,modify or exercise rights or options thereunder, to perform thereunder and to compel performanceand otherwise exercise all remedies thereunder.
 
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“Intellectual Property” shall mean any and all intellectual property, including TradeSecrets, Copyrights, Patents, Trademarks and the IP Agreements, all rights therein, and all rightsto sue at law or in equity for any past, present, or future infringement, misappropriation,violation, misuse or other impairment thereof, including the right to receive injunctive relief andall Proceeds and damages therefrom.“Intellectual Property Collateral” shall mean the Collateral constituting IntellectualProperty, including the Intellectual Property set forth in Schedules 1 and 2 hereto.“Intellectual Property Security Agreement” shall have the meaning assigned to suchterm in Section 4.4(e).“Instruments” shall mean all “instruments,” as such term is defined in the PPSA.“Inventory” shall mean all “inventory,” as such term is defined in the PPSA.“Investment Property” shall mean all “investment property,” as such term is defined inthe PPSA.“IP Agreements” shall mean any and all agreements, permits, consents, orders andfranchises, now or hereafter in effect, relating to the license, development, use, manufacture,distribution, sale or disclosure of any Copyrights, Patents or Trademarks, to which any CanadianGrantor, now or hereafter, is a party.“Lenders” shall have the meaning assigned to such term in the recitals hereto.“Money” shall mean all “money,” as such term is defined in the PPSA.“Patents” shall mean (a) patent registrations, statutory invention registrations,utility models, recordings and pending applications in the Canadian Intellectual Property Office,and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensionsthereof, and in the case of (a) and (b), all the inventions disclosed or claimed therein and allimprovements thereto, including the right to make, use and/or sell the inventions disclosed orclaimed therein.“Permitted Lien” shall mean any Lien on the Collateral expressly permitted to begranted pursuant to the Credit Agreement, including, without exception, pursuant to the definitionof “**Permitted Liens**” therein and Section 10.2 thereof.“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.
 
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“Proceeds” shall mean all “proceeds” as such term is defined in the PPSA and, in anyevent, shall include with respect to any Canadian Grantor, any consideration received fromthe sale, exchange, license, lease or other Disposition of any asset or property thatconstitutes Collateral, any value received as a consequence of the possession of any Collateral andany payment received from any insurer or other person or entity as a result of the destruction,loss, theft, damage or other involuntary conversion of whatever nature of any asset or propertythat constitutes Collateral, and shall include (a) all cash and negotiable instruments received byor held on behalf of the Canadian Collateral Agent, (b) any claim of any Canadian Grantor againstany third party for (and the right to sue and recover for and the rights to damages or profits dueor accrued arising out of or in connection with) (i) past, present or future infringement ordilution, where applicable, of any Patent, Trademark, Copyright or Trade Secret, now or hereafterowned by any Canadian Grantor, or licensed under an IP Agreement or injury to the goodwillassociated with or symbolized by any Trademark now or hereafter owned by any Canadian Grantor, and(ii) past, present or future breach of any IP Agreement and (c) any and all other amounts from timeto time paid or payable under or in connection with any of the Collateral.“Registered Intellectual Property” shall have the meaning set forth in Section 3.2.“Canadian Pledge Agreement” shall have the meaning assigned to the term “CanadianPledge Agreement” in the Credit Agreement.“Secured Debt Documents” shall mean, collectively, the Credit Documents, each SecuredCash Management Agreement entered into with a Cash Management Bank and each Hedging Agreemententered into with a Hedge Bank.“Security Interest” shall have the meaning assigned to such term in Section 2(a).“Securities Account” shall mean all “securities account,” as such term is defined inthe STA.“Securities Account Control Agreement” shall mean an agreement among the CanadianCollateral Agent, any Canadian Grantor and the relevant securities intermediary, in form andsubstance reasonably satisfactory to the Canadian Collateral Agent, granting control of suchCanadian Grantor’s Securities Accounts maintained with such securities intermediary.“Subject Property” shall mean any contract, license, lease, agreement, instrument orother document to the extent that such grant of a security interest therein is (1) prohibited by,or constitutes a breach or default under, or results in the termination of, or requires any consentnot obtained under, such contract, license, lease, agreement, instrument or other document, or, inthe case of any Investment Property or other securities, any applicable shareholder or similaragreement or (2) otherwise constitutes or results in the abandonment, invalidation orunenforceability of any right, title or interest of any Canadian Grantor under such contract,license, lease, agreement, instrument or other document, except, in each case, to the extent thatApplicable Law or the term in such contract, license, lease, agreement, instrument or otherdocument or shareholder or similar agreement providing for such prohibition, breach, default ortermination or requiring such consent is ineffective under Applicable Law or purports to prohibitthe granting of a security interest over all or a material portion of assets of any Grantor;provided, however, that the foregoing exclusions shall not apply to the extent thatany suchprohibition, default or other term would be rendered ineffective pursuant to the PPSA or anyother Applicable Law or principles of equity; provided, further, that the SecurityInterest shall attach immediately to any portion of such Subject Property that does not result inany of the consequences specified above including, without limitation, any Proceeds of such SubjectProperty.
 
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“Termination Date” shall mean the date on which all Canadian Obligations are paid infull in cash (other than Cash Management Obligations under Secured Cash Management Agreements,Hedging Obligations under Secured Hedging Agreements or contingent indemnification obligations notthen due and payable) and the Total Revolving Credit Commitments and all Letters of Credit areterminated (other than Letters of Credit that have been Cash Collateralized on terms set forth inSection 3.7 of the Credit Agreement following the termination of the Total Revolving CreditCommitments).“Trademarks” shall mean (a) all Canadian registered trademarks, service marks, domainnames, trade names, corporate names, company names, business names, fictitious business names,trade styles, trade dress, logos, slogans, other source or business identifiers, now existing orhereafter adopted or acquired, and all recordings and applications for registration filed inconnection with the foregoing, including registrations, recordings and applications forregistration in the Canadian Intellectual Property Office, and all common-law rights relatedthereto, (b) all goodwill associated therewith or symbolized thereby and (c) all extensions orrenewals thereof.“Trade Secrets” shall mean all confidential and proprietary information, includingknow-how, trade secrets, manufacturing and production processes and techniques, inventions,research and development information, databases and data, including, without limitation, technicaldata, financial, marketing and business data, pricing and cost information, business and marketingplans and customer and supplier lists and information.“Vehicles” shall mean all cars, trucks, trailers, and other vehicles and all tires andother appurtenances to any of the foregoing.(d) Where the context requires, terms relating to the Collateral or any part thereof, whenused in relation to a Canadian Grantor, shall refer to such Canadian Grantor’s Collateral or therelevant part thereof.2. Grant of Security Interest.(a) As security for the prompt and complete payment when due (whether at the stated maturity,by acceleration or otherwise) of the Canadian Obligations, each Canadian Grantor hereby transfers,assigns, pledges, mortgages and hypothecates to the Canadian Collateral Agent, for the benefit ofthe Secured Parties, and hereby grants to the Canadian Collateral Agent, for the benefit of theSecured Parties, a security interest in and continuing lien on (the “Security Interest”)all of such Canadian Grantor’s right, title and interest in (subject only to Permitted Liens) andto all of the following whether now owned or anytime hereafter acquired or existing (collectively,the “Collateral”):(i) all Accounts;(ii) all cash;(iii) all Chattel Paper;(iv) all deposit accounts;
 
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(v) all Documents of Title;(vi) all Equipment;(vii) all fixtures;(viii) all Goods;(ix) all Instruments;(x) all Patents, Trademarks, Copyrights and Trade Secrets;(xi) all Intangibles;(xii) all Intellectual Property;(xiii) all Inventory;(xiv) all Investment Property;(xv) all letters of credit and rights thereto;(xvi) all Money;(xvii) all Securities Accounts;(xviii) all books and records pertaining to the Collateral; and(xix) to the extent not otherwise included, all Proceeds and products of any and all ofthe foregoing and all collateral security and guarantees given by any Person with respect tothe foregoing;provided, however, that notwithstanding any other provision of this Agreement theCollateral shall not include any Excluded Assets.(b) Each Canadian Grantor hereby irrevocably authorizes the Canadian Collateral Agent at anytime and from time to time to file in any relevant jurisdiction any financing statements withrespect to the Collateral or any part thereof and amendments thereto and renewals thereof thatcontain the information required by the PPSA of each applicable jurisdiction for the filing of anyfinancing statement or amendment or renewal. Such financing statements may describe the Collateralin the same manner as described herein or may contain an indication or description of collateralthat describes such property in any other manner such as “all assets” or “all personal property,whether now owned or hereafter acquired” of suchCanadian Grantor or words of similar effect as being of an equal or lesser scope or withgreater detail and in the case of a financing statement covering the Collateral constitutingminerals or the like to be extracted or timber to be cut, a sufficient description of the realproperty to which such Collateral relates. Each Canadian Grantor agrees to provide suchinformation to the Canadian Collateral Agent promptly upon request.
 
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Each Canadian Grantor also ratifies any authorization previously given in writing to theCanadian Collateral Agent to file in any relevant jurisdiction any financing statements oramendments thereto or renewals thereof if filed prior to the date hereof.The Canadian Collateral Agent is further authorized to file with the Canadian IntellectualProperty Office (or any successor office) such documents as may be necessary or advisable for thepurpose of perfecting, confirming, continuing, enforcing, protecting or providing notice of theSecurity Interests granted by each Canadian Grantor hereunder, and naming any Canadian Grantor orthe Canadian Grantors as debtors and the Canadian Collateral Agent as secured party.This Agreement secures the payment of all the Canadian Obligations. Without limiting thegenerality of the foregoing, this Agreement secures the payment of all amounts that constitute partof the Canadian Obligations and would be owed to the Canadian Collateral Agent or the SecuredParties but for the fact that they are unenforceable or not allowable due to the existence of abankruptcy, insolvency, reorganization or similar proceeding involving any Canadian Grantor.The Security Interests created hereby are granted as security only and shall not subject theCanadian Collateral Agent or any other Canadian Secured Party to, or in any way alter or modify,any obligation or liability of any Canadian Grantor with respect to or arising out of theCollateral.The Security Interests created hereby will not (a) extend or apply to the last day of the termof any lease or any agreement to lease now held or hereafter acquired by the Canadian Grantors, butshould the Canadian Collateral Agent enforce this assignment and mortgage and charge, theapplicable Canadian Grantor will thereafter stand possessed of such last day and must hold it intrust to assign it to the Canadian Collateral Agent or to any Person acquiring such term in thecourse of the enforcement of this assignment and mortgage and charge, or (b) render the CanadianCollateral Agent liable to observe or perform any term, covenant or condition of any agreement,document or instrument to which such Canadian Grantor is a party or by which it is bound.
 
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3. Representations And Warranties.Each Canadian Grantor hereby represents and warrants to the Canadian Collateral Agent and eachSecured Party that:3.1. Title; No Other Liens. Except for (a) the Security Interest granted to theCanadian Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement, (b)the Notes Liens, and (c) other Permitted Liens, such Canadian Grantor owns each item of theCollateral free and clear of any and all Liens or claims of others. To the knowledge of suchCanadian Grantor, no action or proceeding seeking to limit, cancel or question the validity ofsuch Canadian Grantor’s ownership interest in the Collateral, that could reasonably be expected toresult in a Material Adverse Effect, is pending or threatened. None of the Canadian Grantors hasfiled or consented to the filing of any (x) (A)security agreement, or (B) except in connection withan anticipated refinancing, any financing statement or analogous document under the PPSA of anyjurisdiction or any other Applicable Laws covering any Collateral, (y) assignment for security inwhich any Canadian Grantor assigns any Collateral or any security agreement or similar instrumentcovering any Collateral with the Canadian Intellectual Property Office, which security agreement,financing statement or similar instrument or assignment is still in effect or (z) assignment forsecurity in which any Canadian Grantor assigns any Collateral or any security agreement or similarinstrument covering any Collateral with any Governmental Authority, which financing statement oranalogous document, assignment, security agreement or similar instrument is still in effect, exceptin the case of each of clauses (x), (y) and (z) above, such as have been filed in favour of theCanadian Collateral Agent pursuant to this Agreement, the other Credit Documents or are filed inrespect of Permitted Liens.3.2. Intellectual Property. (a) The Intellectual Property Collateral set forth on(i) Schedule 1 hereto is a true and correct list of all patents, pending patent applications,trademark registrations, pending trademark applications and copyright registrations (collectively,the “Registered Intellectual Property”), in each case, owned by a Canadian Grantor in itsname as of the date hereof, and indicating for each such item, as applicable, the applicationand/or registration number, date and jurisdiction of filing and/or issuance, the identity of thecurrent applicant or registered owner, and (ii) Schedule 2 hereto is a true and correct list of allIP Agreements which accounted for aggregate revenue to the Company or any of its Subsidiaries ofmore than $5,000,000 during the Company’s 2009 fiscal year (other than non-exclusive licenseagreements or licenses of commercially available off-the-shelf software), in which a CanadianGrantor is, as of the date hereof, the exclusive licensee of any Canadian patent, patentapplication, trademark registration or application for registration, copyright registration orapplication for registration (collectively, the “Exclusive IP Agreements”).(b) Except as would not reasonably be expected to result in a Material Adverse Effect, theIntellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceablein whole or in part.(c) Except as would not reasonably be expected to result in a Material Adverse Effect, to suchCanadian Grantor’s knowledge, no Person is engaging in any activity that infringes, misappropriatesor otherwise violates the Intellectual Property Collateral or the Canadian Grantor’s rights in oruse thereof.(d) Except as would not reasonably be expected to result in a Material Adverse Effect, to suchCanadian Grantor’s knowledge, no breach or default of any IP Agreement shall be caused by any ofthe following, and none of the following shall limit or impair the ownership, use, validity orenforceability of, or any rights of such Canadian Grantor in, any Intellectual Property Collateral:(i) the consummation of the transactions contemplated by any Credit Document or (ii) any holding,decision, judgment or order rendered by any Governmental Authority.
 
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3.3. Perfected Security Interests. (a) Subject to the limitations set forth inclause (b) of this Section 3.3, the Security Interests granted pursuant to this Agreement (i) willconstitute valid perfected security interests in the Collateral in favour of the CanadianCollateral Agent, for the benefit of the Secured Parties, as collateral security for the CanadianObligations, upon (A) in the case of Collateral in which a security interest may be perfected byfiling a financing statement under the PPSA, the filing of financing statements naming eachCanadian Grantor as “debtor” and the Canadian Collateral Agent as “secured party” and describingthe Collateral in the applicable filing offices, (B) in the case of Instruments, Chattel Paper andCertificated Securities, the earlier of the delivery thereof to the Canadian Collateral Agent andthe filing of the financing statements referred to in clause (A), (C) in the case of SecuritiesAccounts, the execution of Securities Account Control Agreements, and/or (D) in the case ofIntellectual Property Collateral, the completion of the filing, registration and recording of fullyexecuted agreements in the form of the Intellectual Property Security Agreement set forth inExhibit 3 hereto in the Canadian Intellectual Property Office, and (ii) are prior to all otherLiens on the Collateral other than Permitted Liens having priority over the Canadian CollateralAgent’s Lien by operation of law or otherwise as permitted under the Credit Agreement.(b) Notwithstanding anything to the contrary herein, no Canadian Grantor shall be required toperfect the Security Interests created hereby by any means other than (i) filings pursuant to thePPSA of any applicable jurisdiction, (ii) filings with the Canadian Intellectual Property Officewith respect to Registered Intellectual Property, (iii) in the case of Collateral that constitutesDeposit Accounts and Securities Accounts for which a Control Agreement is required pursuant toSection 9.16 of the Credit Agreement, execute Deposit Account Control Agreements and SecuritiesAccount Control Agreements, as applicable, (iv) in the case of Collateral that constitutes ChattelPaper, Instruments, Certificated Securities or negotiable documents, in each case, to the extentincluded in the Collateral and if the value of any such Chattel Paper, Instruments, CertificatedSecurities or negotiable documents exceeds $5,000,000 (individually), delivery to the CanadianCollateral Agent (or its non-fiduciary agent or designee) to be held in its possession in Canada,(v) in the case of Collateral that consists of Letter of Credit Rights, taking the actionsspecified in Section 4.5. No Canadian Grantor shall be required to (x) enter into any securityagreements governed under foreign law or (y) take any other actions in any foreign jurisdiction(other than the United States) or required by foreign law (other than the laws of the UnitedStates) to create any Security Interest in Collateral located or titled outside Canada or toperfect or make enforceable any Security Interest.(c) It is understood and agreed that the Security Interests created hereby shall not preventthe Canadian Grantors from using the Collateral in the ordinary course of their respectivebusinesses or as otherwise permitted by the Credit Agreement.(d) The Perfection Certificate has been duly prepared, completed and executed and theinformation set forth therein (including (i) the exact legal name of each Canadian Grantor and (ii)the jurisdiction of organization of each Canadian Grantor) is correct and complete as of theClosing Date.
 
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3.4. Accounts. No amount payable in excess of $5,000,000 to such Canadian Grantorunder or in connection with any Account is evidenced by any Instrument or ChattelPaper that has not been delivered to the Canadian Collateral Agent, properly endorsed fortransfer, to the extent delivery is required by the Canadian Pledge Agreement.4. Covenants.Each Canadian Grantor hereby covenants and agrees with the Canadian Collateral Agent and theSecured Parties that, from and after the date of this Agreement until the Termination Date:4.1. Maintenance of Perfected Security Interest; Further Documentation.(a) Such Canadian Grantor shall maintain the Security Interests created hereby as perfectedsecurity interests (subject to any Permitted Lien) and shall defend the Security Interests createdhereby and the priority thereof against the claims and demands not expressly permitted by theCredit Agreement of all Persons whomsoever.(b) Such Canadian Grantor will furnish to the Canadian Collateral Agent from time to timestatements and schedules further identifying and describing the assets and property of suchCanadian Grantor and such other reports in connection therewith as the Canadian Collateral Agentmay reasonably request.(c) Each Canadian Grantor agrees that should it, after the date hereof, obtain an ownershipinterest in any Registered Intellectual Property that would, had it been owned on the date hereof,be considered a part of the Intellectual Property Collateral or should it become a party to any IPAgreement which accounted for aggregate revenue to the Company or any of its Subsidiaries of morethan $5,000,000 during the Company’s 2009 fiscal year, or any other subsequent fiscal year, thatwould, had such Canadian Grantor been a party to it on the date hereof, be considered an ExclusiveIP Agreement (“After-Acquired Intellectual Property Collateral”), such After-AcquiredIntellectual Property Collateral shall automatically become part of the Intellectual PropertyCollateral, subject to the terms and conditions of this Agreement with respect thereto. Inaddition, such Canadian Grantor shall, on each date that the Borrowers are required to deliver acertificate of an Authorized Officer to the Canadian Administrative Agent pursuant to Section9.1(e) of the Credit Agreement execute and deliver to the Canadian Collateral Agent agreementssubstantially in the form of Exhibits 2 and 3 hereto covering such After-Acquired IntellectualProperty Collateral, with the agreement substantially in the form of Exhibit 3 hereto to berecorded with the Canadian Intellectual Property Office and any other Governmental Authoritylocated in Canada necessary to perfect the Security Interest hereunder in any such After-AcquiredIntellectual Property Collateral which is Canadian Registered Intellectual Property.(d) Subject to clause (e) below and Section 3.3(b), each Canadian Grantor agrees that at anytime and from time to time, at the expense of such Canadian Grantor, it will execute any and allfurther documents, financing statements, agreements and instruments, and take all such furtheractions (including the filing and recording of financing statements and other documents), which maybe required under any Applicable Law, or which the Canadian Collateral Agent or the RequiredLenders may reasonably request, in order (x) to grant, preserve, protect and perfect the validityand priority of the Security Interests created or intended to be created hereby or (y) to enablethe Canadian Collateral Agent to exercise and enforce its rights andremedies hereunder with respect to any Collateral, including the filing of any financing orcontinuation statements under the PPSA in effect in any jurisdiction with respect to the SecurityInterests created hereby, all at the expense of such Canadian Grantor. Without limiting thegenerality of the foregoing, such Canadian Grantor shall comply with Section 9.14 of the CreditAgreement.
 
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(e) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to anyassets acquired by such Canadian Grantor after the date hereof that are required by the CreditAgreement to be subject to the Lien created hereby or (ii) with respect to any Person that,subsequent to the date hereof, becomes a Subsidiary of the Canadian Borrowers that is required bythe Credit Agreement to become a party hereto, the relevant Canadian Grantor after the acquisitionor creation thereof shall promptly take all actions required by the Credit Agreement or thisSection 4.1.4.2. Changes in Locations, Name, etc. Each Canadian Grantor will furnish to theCanadian Collateral Agent prompt written notice of any change in its (i) organizational name, (ii)jurisdiction of incorporation or organization or formation, (iii) identity or organizationalstructure, (iv) business number or corporate or other identification number or (v) chief executiveoffice or any locations in which it has Collateral. Each Canadian Grantor agrees to make allfilings under the PPSA or otherwise that are required by Applicable Law in order for the CanadianCollateral Agent to continue at all times following such change to have a valid, legal andperfected Security Interest in all of the Collateral (subject to Permitted Liens).4.3. Notices. (a) Each Canadian Grantor will advise the Canadian Collateral Agent inreasonable detail, of any Lien of which it has knowledge (other than the Security Interests createdhereby and other Permitted Liens) on any of the Collateral which would adversely affect, in anymaterial respect, the ability of the Canadian Collateral Agent to exercise any of its remedieshereunder.(b) Upon the occurrence and during the continuation of any Event of Default, and after writtennotice is delivered to the applicable Canadian Grantor, all insurance payments in respect of anyEquipment shall be paid to and applied by the Canadian Collateral Agent as specified in Section5.4.4.4. Intellectual Property. (a) With respect to each item of Intellectual PropertyCollateral owned by each Canadian Grantor, each Canadian Grantor agrees to take, at its expense,all commercially reasonable steps, including, as applicable, in the Canadian Intellectual PropertyOffice and any other Governmental Authority located in Canada, to (i) maintain the validity andenforceability of such Intellectual Property Collateral and maintain such Intellectual PropertyCollateral in full force and effect, and (ii) pursue the registration and maintenance of eachPatent, Trademark, or Copyright registration or application for registration, now or hereafterincluded in such Intellectual Property Collateral of such in each case, except to the extent suchCanadian Grantor determines in its reasonable business judgment that the pursuit or maintenance ofsuch Intellectual Property Collateral is no longer desirable in the conduct of such CanadianGrantor’s business.
 
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(b) Such Canadian Grantor shall (and shall cause all its licensees to), in such Grantor’sreasonable business judgment (i) (1) continue to use each Trademark included in the IntellectualProperty Collateral in order to maintain such Trademark in full force and effect with respect toeach class of goods for which such Trademark is currently used, free from any claim of abandonmentfor non-use, (2) maintain at least the same standards of quality of products and services offeredunder such Trademark as are currently maintained, (3) use such Trademark with the appropriatenotice of registration and all other notices and legends to the extent required by Applicable Law,(4) not adopt or use any other Trademark that is confusingly similar or a colorable imitation ofsuch Trademark unless the Canadian Collateral Agent shall obtain a perfected Security Interest insuch other Trademark pursuant to this Agreement and (ii) not do any act or omit to do any actwhereby (w) such Trademark (or any goodwill associated therewith) may become destroyed,invalidated, impaired or harmed in any way, (x) any Patent included in the Intellectual PropertyCollateral may become forfeited, misused, unenforceable, abandoned or dedicated to the public or(y) any portion of the Copyrights included in the Intellectual Property Collateral may becomeinvalidated, otherwise impaired or fall into the public domain, except in each case to the extentfailure to do any of the foregoing would not reasonably be expected to result in a Material AdverseEffect.(c) No Canadian Grantor shall discontinue use of or otherwise abandon any owned IntellectualProperty Collateral unless such Canadian Grantor shall have previously determined that such use orthe pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in theconduct of such Canadian Grantor’s business except to the extent failure to do so would notreasonably be expected to result in a Material Adverse Effect.(d) In the event that any Canadian Grantor becomes aware after the date hereof that any itemof its material Intellectual Property Collateral is being infringed or misappropriated by a thirdparty in any way that would reasonably be expected to have a Material Adverse Effect, such CanadianGrantor shall promptly notify the Canadian Collateral Agent and take such actions, at its expense,as such Canadian Grantor deems reasonable and appropriate under the circumstances to protect orenforce such Intellectual Property Collateral, including, if such Canadian Grantor deems itnecessary, suing for infringement or misappropriation and for an injunction against suchinfringement or misappropriation.(e) With respect to its Canadian Registered Intellectual Property owned by such CanadianGrantor in its own name on the date hereof, each Canadian Grantor agrees to execute or otherwiseauthenticate an agreement, in substantially the form set forth in Exhibit 3 hereto (an“Intellectual Property Security Agreement”), for recording the Security Interest grantedhereunder to the Canadian Collateral Agent in such Canadian Registered Intellectual Property withthe Canadian Intellectual Property Office and any other Governmental Authority located in Canadanecessary to perfect the Security Interest hereunder in such Registered Intellectual Propertyexcept to the extent failure to do so would not reasonably be expected to result in a MaterialAdverse Effect.
 
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4.5. Letter-of-Credit Rights. If any Canadian Grantor is or becomes the beneficiaryof a letter of credit having a face amount in excess of $5,000,000, which Letter of Credit Rightswith respect to any Collateral in which the Security Interest is perfected, such Canadian Grantorshall promptly notify the Canadian Collateral Agent thereof and suchCanadian Grantor shall, at the request of the Canadian Collateral Agent, pursuant to anagreement in form and substance reasonably satisfactory to the Canadian Collateral Agent, usecommercially reasonable efforts to cause the issuer and/or confirmation bank to either (i) consentto the assignment of any Letter of Credit Rights to the Canadian Collateral Agent or (ii) agree todirect all payments thereunder following the occurrence and during the continuance of an Event ofDefault to an account as directed by the Canadian Collateral Agent for application to theObligations, in accordance with the provisions of the Credit Agreement.4.6. [Intentionally deleted.]5. Remedial Provisions.5.1. Certain Matters Relating to Accounts. (a) At any time after the occurrence andduring the continuation of an Event of Default after written notice is delivered to the CanadianGrantor, the Canadian Collateral Agent shall have the right to make test verifications of theAccounts in any manner and through any medium that it reasonably considers advisable, and eachCanadian Grantor shall furnish all such assistance and information as the Canadian Collateral Agentmay reasonably require in connection with such test verifications. The Canadian Collateral Agentshall have the absolute right to share any information it gains from such inspection orverification with any Secured Party.(b) The Canadian Collateral Agent hereby authorizes each Canadian Grantor to collect suchCanadian Grantor’s Accounts and the Canadian Collateral Agent may curtail or terminate saidauthority at any time upon notice after the occurrence and during the continuation of an Event ofDefault. If required in writing by the Canadian Collateral Agent at any time after the occurrenceand during the continuation of an Event of Default, any payments of Accounts, when collected by anyCanadian Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited bysuch Canadian Grantor in the exact form received, duly endorsed by such Canadian Grantor to theCanadian Collateral Agent if required, in a Collateral Account maintained under the sole dominionand control of and on terms and conditions reasonably satisfactory to the Canadian CollateralAgent, subject to withdrawal by the Canadian Collateral Agent for the account of the SecuredParties only as provided in Section 5.4, and (ii) until so turned over, shall be held by suchCanadian Grantor in trust for the Canadian Collateral Agent and the other Secured Parties,segregated from other funds of such Canadian Grantor. Each such deposit of Proceeds of Accountsshall be accompanied by a report identifying in reasonable detail the nature and source of thepayments included in the deposit.(c) At the Canadian Collateral Agent’s written request at any time after the occurrence andduring the continuation of an Event of Default, each Canadian Grantor shall deliver to the CanadianCollateral Agent all original and other documents evidencing, and relating to, the agreements andtransactions which gave rise to the Accounts, including all original orders, invoices and shippingreceipts.(d) Upon the occurrence and during the continuation of an Event of Default, a Canadian Grantorshall not grant any extension of the time of payment of any of the Accounts, compromise, compoundor settle the same for less than the full amount thereof, release, wholly or partly, any personliable for the payment thereof, or allow any credit or discount whatsoeverthereon if the Canadian Collateral Agent shall have instructed the Canadian Grantors inwriting not to grant or make any such extension, credit, discount, compromise, or settlement underany circumstances during the continuation of such Event of Default.
 
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5.2. Communications with Obligors; Canadian Grantors Remain Liable. (a) The CanadianCollateral Agent in its own name or in the name of others may at any time after the occurrence andduring the continuation of an Event of Default, after giving reasonable written notice to therelevant Canadian Grantor of its intent to do so, communicate with obligors under the Accounts toverify with them to the Canadian Collateral Agent’s satisfaction the existence, amount and terms ofany Accounts. The Canadian Collateral Agent shall have the absolute right to share any informationit gains from such inspection or verification with any Canadian Secured Party; provided, that theprovisions of Section 13.16 of the Credit Agreement shall apply to such information.(b) Upon the written request of the Canadian Collateral Agent at any time after the occurrenceand during the continuation of an Event of Default, each Canadian Grantor shall notify obligors onthe Accounts that the Accounts have been assigned to the Canadian Collateral Agent, for the benefitof the Secured Parties, and that payments in respect thereof shall be made directly to the CanadianCollateral Agent and may enforce such Canadian Grantor’s rights against such obligors.(c) Anything herein to the contrary notwithstanding, each Canadian Grantor shall remain liableunder each of the Accounts to observe and perform all the conditions and obligations to be observedand performed by it thereunder, all in accordance with the terms of any agreement giving risethereto. Neither the Canadian Collateral Agent nor any Canadian Secured Party shall have anyobligation or liability under any Account (or any agreement giving rise thereto) by reason of orarising out of this Agreement or the receipt by the Canadian Collateral Agent or any CanadianSecured Party of any payment relating thereto, nor shall the Canadian Collateral Agent or anyCanadian Secured Party be obligated in any manner to perform any of the obligations of any CanadianGrantor under or pursuant to any Account (or any agreement giving rise thereto), to make anypayment, to make any inquiry as to the nature or the sufficiency of any payment received by it oras to the sufficiency of any performance by any party thereunder, to present or file any claim, totake any action to enforce any performance or to collect the payment of any amounts which may havebeen assigned to it or to which it may be entitled at any time or times.5.3. Proceeds to be Turned Over To Canadian Collateral Agent. In addition to therights of the Canadian Collateral Agent and the other Secured Parties specified in Section 5.1 withrespect to payments of Accounts, if an Event of Default shall occur and be continuing and theCanadian Collateral Agent so requires by notice in writing to the relevant Canadian Grantor (itbeing understood that the exercise of remedies by the Secured Parties in connection with an Eventof Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request bythe Canadian Collateral Agent for the purposes of this sentence and in such circumstances, no suchwritten notice shall be required), all Proceeds received by any Canadian Grantor consisting ofcash, cheques and other near-cash items shall be held by such Canadian Grantor in trust for theCanadian Collateral Agent and the other Secured Parties, segregated from other funds of suchCanadian Grantor, and shall, forthwith upon receipt by such CanadianGrantor, be turned over to the Canadian Collateral Agent in the exact form received by suchCanadian Grantor (duly endorsed by such Grantor to the Canadian Collateral Agent, if required).All Proceeds received by the Canadian Collateral Agent hereunder shall be held by the CanadianCollateral Agent in a Collateral Account maintained under its sole dominion and control and onterms and conditions reasonably satisfactory to the Canadian Collateral Agent. All Proceeds whileheld by the Canadian Collateral Agent in a Collateral Account (or by such Canadian Grantor in trustfor the Canadian Collateral Agent and the other Secured Parties) shall continue to be held ascollateral security for all the Canadian Obligations and shall not constitute payment thereof untilapplied as provided in Section 5.4.
 
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5.4. Application of Proceeds. (a) Except as expressly provided elsewhere in thisAgreement or any other Credit Document, all proceeds received by the Canadian Collateral Agent inrespect of any sale of, collection from or other realization upon all or any part of the Collateralshall be applied as follows:(i) FIRST, to the payment of all reasonable and documented out-of-pocket costs andexpenses incurred by the Canadian Collateral Agent and Canadian Administrative Agent inconnection with such sale, collection or realization or otherwise in connection with thisAgreement, the other Canadian Security Documents or any of the Canadian Obligations,including all court costs and the reasonable and documented fees and expenses of its agentsand legal counsel, the repayment of all advances made by the Canadian Collateral Agenthereunder or under any other Canadian Security Document on behalf of any Canadian Grantorand any other reasonable and documented out-of-pocket costs or expenses incurred inconnection with the exercise of any right or remedy hereunder or under any other CanadianSecurity Document;(ii) SECOND, to the Secured Parties, an amount equal to all Canadian Obligations (otherthan Cash Management Obligations of a Canadian Grantor under a Secured Cash ManagementAgreement and all Hedging Obligations of a Canadian Grantor under each Secured HedgingAgreement) owing to them on the date of any such distribution, and, if such moneys shall beinsufficient to pay such amounts in full, then ratably (without priority of any one over anyother) to such Secured Parties in proportion to the unpaid amounts thereof;(iii) THIRD, to the Secured Parties, an amount equal to all Cash Management Obligationsof a Canadian Grantor under each Secured Cash Management Agreement and all HedgingObligations of a Canadian Grantor under each Secured Hedging Agreement owing to them on thedate of any such distribution, and, if such money shall be insufficient to pay such amountsin full, then ratably (without priority of any one over any other) to such Secured Partiesin proportion to the unpaid amounts thereof; and(iv) FOURTH, any surplus then remaining shall be paid to the Canadian Grantors or theirsuccessors or assigns or to whomsoever may be lawfully entitled to receive the same or as acourt of competent jurisdiction may direct.
 
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(b) Upon any sale of the Collateral by the Canadian Collateral Agent (including pursuant to apower of sale granted by statute or under a judicial proceeding), the receipt of the CanadianCollateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaseror purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated tosee to the application of any part of the purchase money paid over to the Canadian Collateral Agentor such officer or be answerable in any way for the misapplication thereof.5.5. PPSA and Other Remedies. If an Event of Default shall occur and be continuing,the Canadian Collateral Agent may exercise in respect of the Collateral, in addition to all otherrights and remedies provided for herein or otherwise available to it, all the rights and remediesof a secured party upon default under the PPSA or any other Applicable Law or in equity and alsomay without demand of performance or other demand, presentment, protest, advertisement or notice ofany kind except as specified below, sell the Collateral or any part thereof in one or more parcelsat public or private sale, at any exchange broker’s board or at any of the Canadian CollateralAgent’s offices or elsewhere, for cash, on credit or for future delivery, at such price or pricesand upon such other terms as are commercially reasonable irrespective of the impact of any suchsales on the market price of the Collateral. The Canadian Collateral Agent shall be authorized atany such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasersof Collateral to Persons who will represent and agree that they are purchasing the Collateral fortheir own account for investment and not with a view to the distribution or sale thereof, and, uponconsummation of any such sale, the Canadian Collateral Agent shall have the right to assign,transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaserat any such sale shall hold the property sold absolutely free from any claim or right on the partof any Canadian Grantor, and each Canadian Grantor hereby waives (to the extent permitted byApplicable Law) all rights of redemption, stay and/or appraisal that it now has or may at any timein the future have under any rule of law or statute now existing or hereafter enacted. TheCanadian Collateral Agent or any Canadian Secured Party shall have the right upon any such publicsale, and, to the extent permitted by Applicable Law, upon any such private sale, to purchase thewhole or any part of the Collateral so sold, and the Canadian Collateral Agent or such SecuredParty may subject to (x) the satisfaction in full in cash of all payments due pursuant to Section5.4(a)(i) hereof and (y) the satisfaction of the Canadian Obligations in accordance with thepriorities set forth in Section 5.4(a) hereof, pay the purchase price by crediting the amountthereof against the Canadian Obligations. Each Canadian Grantor agrees that, to the extent noticeof sale shall be required by law, at least ten days’ notice to such Canadian Grantor of the timeand place of any public sale or the time after which any private sale is to be made shallconstitute reasonable notification. The Canadian Collateral Agent shall not be obligated to makeany sale of Collateral regardless of notice of sale having been given. The Canadian CollateralAgent may adjourn any public or private sale from time to time by announcement at the time andplace fixed therefor, and such sale may, without further notice, be made at the time and place towhich it was so adjourned. To the extent permitted by Applicable Law, each Canadian Grantor herebywaives any claim against the Canadian Collateral Agent arising by reason of the fact that the priceat which any Collateral may have been sold at such a private sale was less than the price thatmight have been obtained at a public sale, even if the Canadian Collateral Agent accepts the firstoffer received and does not offer such Collateral to more than one offeree. Each Canadian Grantorfurther agrees, at the Canadian Collateral Agent’s request, to assemble the Collateral and make itavailable to the CanadianCollateral Agent at places which the Canadian Collateral Agent shall reasonably select,whether at such Canadian Grantor’s premises or elsewhere. The Canadian Collateral Agent shallapply the net proceeds of any action taken by it pursuant to this Section 5.5 in accordance withthe provisions of Section 5.4 hereof. As an alternative to exercising the power of sale hereinconferred upon it, the Canadian Collateral Agent may proceed by a suit or suits at law or in equityto foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to ajudgment or decree of a court or courts having competent jurisdiction or pursuant to a proceedingby a court-appointed receiver.
 
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5.6. Deficiency. Each Canadian Grantor shall remain liable for any deficiency if theproceeds of any sale or other disposition of the Collateral are insufficient to pay the CanadianObligations and the fees and disbursements of any attorneys employed by the Canadian CollateralAgent or any Secured Party to collect such deficiency.5.7. Amendments, etc. with Respect to the Canadian Obligations; Waiver of Rights.Each Canadian Grantor shall remain obligated hereunder notwithstanding that, without anyreservation of rights against any Canadian Grantor and without notice to or further assent by anyCanadian Grantor, (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 Secured Debt Documents and any otherdocuments executed 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 theCanadian Collateral Agent or any other Canadian Secured Party for the payment of the CanadianObligations may be sold, exchanged, waived, surrendered or released. Neither the CanadianCollateral Agent nor any other Canadian Secured Party shall have any obligation to protect, perfector insure any Lien at any time held by it as security for the Canadian Obligations or for thisAgreement or any property subject thereto. When making any demand hereunder against any CanadianGrantor, the Canadian Collateral Agent or any other Canadian Secured Party, may, but shall be underno obligation to, make a similar demand on the Canadian Borrowers or any other Canadian Grantor,and any failure by the Canadian Collateral Agent or any other Canadian Secured Party to make anysuch demand or to collect any payments from the Canadian Borrowers or any other Canadian Grantor orany release of the Canadian Borrowers or any other Canadian Grantor shall not relieve any CanadianGrantor in respect of which a demand or collection is not made or any Canadian Grantor not soreleased of its several obligations or liabilities hereunder, and shall not impair or affect therights and remedies, express or implied, or as a matter of law, of the Canadian Collateral Agent orany other Canadian Secured Party against any Canadian Grantor. For the purpose hereof “demand”shall include the commencement and continuance of any legal proceedings.5.8. Conflict with Credit Agreement. In the event of any conflict between the termsof this Section 5 and the Credit Agreement, the Credit Agreement shall prevail.Notwithstanding the foregoing, and for greater certainty, in no event shall the proceeds ofany Collateral pledged by any Canadian Grantor be used to satisfy any US Obligations.
 
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6. The Canadian Collateral Agent.6.1. Canadian Collateral Agent’s Appointment as Attorney-in-Fact, etc. (a) EachCanadian Grantor hereby appoints, which appointment is irrevocable and coupled with an interest,effective upon the occurrence and during the continuation of an Event of Default, the CanadianCollateral Agent and any officer or agent thereof, with full power of substitution, as its true andlawful attorney-in-fact with full irrevocable power and authority in the place and stead of suchCanadian Grantor and in the name of such Canadian Grantor or otherwise, for the purpose of carryingout the terms of this Agreement and the other Credit Documents, to take any and all appropriateaction and to execute any and all documents and instruments which the Canadian Collateral Agent maydeem necessary or desirable to accomplish the purposes of this Agreement and the other CreditDocuments, and, without limiting the generality of the foregoing, each Canadian Grantor herebygives the Canadian Collateral Agent the power and right, on behalf of such Canadian Grantor, eitherin the Canadian Collateral Agent’s name or in the name of such Canadian Grantor or otherwise,without assent by such Canadian Grantor, to do any or all of the following at the same time or atdifferent times, in each case after the occurrence and during the continuation of an Event ofDefault and after written notice by the Canadian Collateral Agent of its intent to do so:(i) take possession of and endorse and collect any cheques, drafts, notes, acceptancesor other instruments for the payment of moneys due under any Account or with respect to anyother Collateral and file any claim or take any other action or proceeding in any court oflaw or equity or otherwise deemed appropriate by the Canadian Collateral Agent for thepurpose of collecting any and all such moneys due under any Account or with respect to anyother Collateral whenever payable;(ii) in the case of any Patents, Trademarks or Copyrights, execute and deliver, andhave recorded, any and all agreements, instruments, documents and papers as the CanadianCollateral Agent may reasonably request to evidence the Canadian Collateral Agent’s and theSecured Parties’ Security Interest in such Patents, Trademarks or Copyrights and thegoodwill and general intangibles of such Canadian Grantor relating thereto or representedthereby;(iii) pay or discharge taxes and Liens levied or placed on or threatened against anyCollateral;(iv) execute, in connection with any sale provided for in Section 5.5, anyendorsements, assignments or other instruments of conveyance or transfer with respect to theCollateral;(v) obtain, pay and adjust insurance required to be maintained by such Canadian Grantoror paid to the Canadian Collateral Agent pursuant to the Credit Agreement;
 
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(vi) send verifications of Accounts to any Person who is or who may become obligated toany Canadian Grantor under, with respect to or on account of an Account;(vii) direct any party liable for any payment under any of the Collateral to makepayment of any and all moneys due or to become due thereunder directly to the CanadianCollateral Agent or as the Canadian Collateral Agent shall direct;(viii) ask or demand for, collect and receive payment of and receipt for, any and allmoneys, claims and other amounts due or to become due at any time in respect of or arisingout of any Collateral;(ix) sign and endorse any invoices, freight or express bills, bills of lading, storageor warehouse receipts, drafts against debtors, assignments, verifications, notices and otherdocuments in connection with any of the Collateral;(x) commence and prosecute any suits, actions or proceedings at law or in equity in anycourt of competent jurisdiction to collect the Collateral or any portion thereof and toenforce any other right in respect of any Collateral;(xi) defend any suit, action or proceeding brought against such Canadian Grantor withrespect to any Collateral (with such Canadian Grantor’s consent (not to be unreasonablywithheld or delayed) to the extent such action or its resolution could materially affectsuch Canadian Grantor or any of its Affiliates in any manner other than with respect to itscontinuing rights in such Collateral; provided that such consent right shall notlimit any other rights or remedies available to the Canadian Collateral Agent at law);(xii) settle, compromise or adjust any such suit, action or proceeding and, inconnection therewith, give such discharges or releases as the Canadian Collateral Agent maydeem appropriate (with such Canadian Grantor’s consent (not to be unreasonably withheld ordelayed) to the extent such action or its resolution could materially affect such CanadianGrantor or any of its Affiliates in any manner other than with respect to its continuingrights in such Collateral; provided that such consent right shall not limit anyother rights or remedies available to the Canadian Collateral Agent at law);(xiii) assign any Intellectual Property Collateral throughout the world for such termor terms, on such conditions, and in such manner, as the Canadian Collateral Agent shall inits reasonable business discretion determine; and(xiv) generally, sell, transfer, pledge and make any agreement with respect to orotherwise deal with any of the Collateral as fully and completely as though the CanadianCollateral Agent were the absolute owner thereof for all purposes, and do, at the CanadianCollateral Agent’s option and such Canadian Grantor’s expense, at any time, or from time totime, all acts and things that the Canadian Collateral Agent deems necessary to protect,preserve or realize upon the Collateral and the Canadian CollateralAgent’s and the Secured Parties’ Security Interests therein and to effect the intent ofthis Agreement, all as fully and effectively as such Canadian Grantor might do.
 
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Anything in this Section 6.l(a) to the contrary notwithstanding, the Canadian Collateral Agentagrees that it will not exercise any rights under the power of attorney provided for in thisSection 6.1(a) unless an Event of Default shall have occurred and be continuing.(b) If any Canadian Grantor fails to perform or comply with any of its agreements containedherein, the Canadian Collateral Agent, at its option, but without any obligation so to do, mayperform or comply, or otherwise cause performance or compliance, with such agreement.(c) The expenses of the Canadian Collateral Agent incurred in connection with actionsundertaken as provided in this Section 6.1, together with interest thereon at a rate per annumequal to the highest rate per annum at which interest would then be payable on any category of pastdue Canadian Base Rate Loans under the Credit Agreement, from the date of payment by the CanadianCollateral Agent to the date reimbursed by the relevant Canadian Grantor, shall be payable by suchCanadian Grantor to the Canadian Collateral Agent on demand.(d) Each Canadian Grantor hereby ratifies all that said attorney shall lawfully do or cause tobe done by virtue hereof. All powers, authorizations and agencies contained in this Agreement arecoupled with an interest and are irrevocable until this Agreement is terminated and the SecurityInterests created hereby are released.6.2. Duty of Canadian Collateral Agent. The Canadian Collateral Agent’s sole dutywith respect to the custody, safekeeping and physical preservation of the Collateral in itspossession, under PPSA or otherwise, shall be to deal with it in the same manner as the CanadianCollateral Agent deals with similar property for its own account. The Canadian Collateral Agentshall be deemed to have exercised reasonable care in the custody and preservation of any Collateralin its possession if such Collateral is accorded treatment substantially equal to that which theCanadian Collateral Agent accords its own property. Neither the Canadian Collateral Agent, anyother Canadian Secured Party nor any of their respective officers, directors, employees or agentsshall be liable for failure to demand, collect or realize upon any of the Collateral or for anydelay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateralupon the request of any Canadian Grantor or any other Person or to take any other action whatsoeverwith regard to the Collateral or any part thereof. The powers conferred on the Canadian CollateralAgent and the other Secured Parties hereunder are solely to protect the Canadian Collateral Agent’sand the other Secured Parties’ interests in the Collateral and shall not impose any duty upon theCanadian Collateral Agent or any other Canadian Secured Party to exercise any such powers. TheCanadian Collateral Agent and the other Secured Parties shall be accountable only for amounts thatthey actually receive as a result of the exercise of such powers, and neither they nor any of theirofficers, directors, employees or agents shall be responsible to any Canadian Grantor for any actor failure to act hereunder, except for their own gross negligence or willful misconduct.
 
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6.3. Authority of Canadian Collateral Agent. Each Canadian Grantor acknowledges thatthe rights and responsibilities of the Canadian Collateral Agent under this Agreement with respectto any action taken by the Canadian Collateral Agent or the exercise or non-exercise by theCanadian Collateral Agent of any option, voting right, request, judgment or other right or remedyprovided for herein or resulting or arising out of this Agreement shall, as between the CanadianCollateral Agent and the other Secured Parties, be governed by this Agreement and by such otheragreements with respect thereto as may exist from time to time among them, but, as between theCanadian Collateral Agent and the Canadian Grantors, the Canadian Collateral Agent shall beconclusively presumed to be acting as agent for the Secured Parties with full and valid authorityso to act or refrain from acting, and no Canadian Grantor shall be under any obligation, orentitlement, to make any inquiry respecting such authority.6.4. Security Interest Absolute. All rights of the Canadian Collateral Agenthereunder, the Security Interests created hereby and all obligations of the Canadian Grantorshereunder shall be absolute and unconditional irrespective of (a) any lack of validity orenforceability of the Credit Agreement, any other Credit Document, any agreement with respect toany of the Canadian Obligations or any other agreement or instrument relating to any of theforegoing, (b) any change in the time, manner or place of payment of, or in any other term of, allor any of the Canadian Obligations, or any other amendment or waiver of or any consent to anydeparture from the Credit Agreement, any other Credit Document or any other agreement orinstrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or anyrelease or amendment or waiver of or consent under or departure from any guarantee, securing orguaranteeing all or any of the Canadian Obligations, or (d) any other circumstance that mightotherwise constitute a defense available to, or a discharge of, any Canadian Grantor in respect ofthe Canadian Obligations or this Agreement.6.5. Continuing Security Interest; Assignments Under the Secured Debt Documents;Release. (a) This Agreement shall remain in full force and effect and be binding inaccordance with and to the extent of its terms upon each Canadian Grantor 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.(b) A Canadian Subsidiary Grantor shall automatically be released from its obligationshereunder and the Security Interests in the Collateral of such Canadian Subsidiary Grantor createdhereby shall be automatically released upon the consummation of any transaction permitted by theCredit Agreement, as a result of which such Canadian Subsidiary Grantor ceases to be a RestrictedSubsidiary of the Company or otherwise becomes an Excluded Subsidiary; provided that the RequiredLenders shall have consented to such transaction (to the extent such consent is required by theCredit Agreement) and the terms of such consent did not provide otherwise.(c) The Security Interests in Collateral created hereby shall be automatically released andsuch Collateral sold free and clear of the Lien and Security Interests created hereby (i) upon anyDisposition by any Canadian Grantor of any Collateral that is permitted under the Credit Agreement(other than to the Company or any Canadian Subsidiary Grantor), (ii) to the extent such Collateralis comprised of property leased to a Credit Party, upon termination orexpiration of such lease, (iii) if the release of such Lien is approved, authorized orratified in writing by the Required Lenders (or such other percentage of the Lenders whose consentmay be required in accordance with Section 13.1), and (iv) as required by the Canadian CollateralAgent to effect any Disposition of Collateral in connection with any exercise of remedies of theCanadian Collateral Agent pursuant to this Agreement or any of the other Security Documents.
 
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(d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), theCanadian Collateral Agent shall execute and deliver to any Canadian Grantor, at such CanadianGrantor’s expense, all documents that such Canadian Grantor shall reasonably request to evidencesuch termination or release provided, however, that with respect to the release of any item ofCollateral pursuant to Section 6.5(c) in connection with any request of evidence of termination orrelease made of the Canadian Collateral Agent, the Canadian Collateral Agent may request that theCanadian Grantor deliver a certificate of an Authorized Officer to the effect that the sale ortransfer transaction is in compliance with the Credit Documents and as to such other matters as theCanadian Collateral Agent may request. Any execution and delivery of documents pursuant to thisSection 6.5 shall be without recourse to or warranty by the Canadian Collateral Agent.6.6. 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 Canadian Obligationsis rescinded or must otherwise be restored or returned by the Canadian Collateral Agent or anyother Canadian Secured Party upon the insolvency, bankruptcy, dissolution, liquidation orreorganization of any of the Canadian Borrowers or any other Canadian Grantor, or upon or as aresult of the appointment of a receiver, receiver-manager, intervenor or conservator of, or trusteeor similar officer for, any of the Canadian Borrowers or any other Canadian Grantor or anysubstantial part of its property, or otherwise, all as though such payments had not been made.6.7. Appointment of a Receiver. The Canadian Collateral Agent may seek theappointment of a receiver, receiver-manager or keeper (a “Receiver”) under the laws ofCanada or any Province thereof to take possession of all or any portion of the Collateral of theCanadian Grantor or to operate same and, to the maximum extent permitted by law, may seek theappointment of such a receiver without the requirement of prior notice or a hearing. Any suchReceiver shall, so far as concerns responsibility for his/her acts, be deemed agent of the CanadianGrantor and not the Canadian Collateral Agent and the Secured Parties, and the Canadian CollateralAgent and the Secured Parties shall not be in any way responsible for any misconduct, negligence ornon-feasance on the part of any such Receiver, his/her servants or employees other than for grossnegligence or wilful misconduct. Subject to the provisions of the instrument appointing him/her,any such Receiver shall have power to take possession of Collateral of the Canadian Grantor, topreserve Collateral of the Canadian Grantor or its value, to carry on or concur in carrying on allor any part of the business of the Canadian Grantor and to sell, lease, license or otherwisedispose of or concur in selling, leasing, licensing or otherwise disposing of Collateral of theCanadian Grantor. To facilitate the forgoing powers, any such Receiver may, to the exclusion ofall others, including the Canadian Grantor, enter upon, use and occupy all premises owned oroccupied by the Canadian Grantor wherein Collateral of the Canadian Grantor may be situated,maintain Collateral of the Canadian Grantor upon such premises, borrow money on its own behalf oron behalf of the Secured Parties on a secured orunsecured basis and use Collateral of the Canadian Grantor directly in carrying on theCanadian Grantor’s business or as security for loans or advances to enable the Receiver to carry onthe Canadian Grantor’s business or otherwise, as such Receiver shall, in its discretion, determine.Except as may be otherwise directed by Agent, all money received from time to time by suchReceiver in carrying out his/her appointment shall be received in trust for and paid over to Agent.Every such Receiver may, in the discretion of the Canadian Collateral Agent, be vested with all orany of the rights and powers of the Canadian Collateral Agent and the Secured Parties. TheCanadian Collateral 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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7. Miscellaneous.7.1. Amendments in Writing. None of the terms or provisions of this Agreement may bewaived, amended, supplemented or otherwise modified except by a written instrument executed by theaffected Canadian Grantor and the Canadian Collateral Agent in accordance with Section 13.1 of theCredit Agreement; provided, however, that this Agreement may be supplemented (butno existing provisions may be modified and no Collateral may be released) through agreementssubstantially in the form of Exhibit 1 and Exhibit 2, respectively, in each case duly executed byeach Canadian Grantor directly affected thereby.7.2. 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 toany Canadian Subsidiary Grantor shall be given to it in care of the Company at the Company’saddresses set forth in Section 13.2 of the Credit Agreement.7.3. No Waiver by Course of Conduct; Cumulative Remedies. Neither the CanadianCollateral Agent nor any other Canadian Secured Party shall by any act (except by a writteninstrument pursuant to Section 7.1 hereof), delay, indulgence, omission or otherwise be deemed tohave waived any right or remedy hereunder or to have acquiesced in any Event of Default or in anybreach of any of the terms and conditions hereof or of any other applicable Secured Debt Document.No failure to exercise, nor any delay in exercising, on the part of the Canadian Collateral Agentor any other Canadian Secured Party, any right, power or privilege hereunder shall operate as awaiver thereof. No single or partial exercise of any right, power or privilege hereunder shallpreclude any 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 Secured Party of anyright or remedy hereunder on any one occasion shall not be construed as a bar to any right orremedy that the Canadian Collateral Agent or such other Canadian Secured Party would otherwise haveon any other occasion. The rights, remedies, powers and privileges herein provided are cumulative,may be exercised singly or concurrently and are not exclusive of any other rights or remediesprovided by law.7.4. Enforcement Expenses; Indemnification. (a) Each Canadian Grantor agrees to payany and all reasonable and documented expenses (including all reasonable fees and disbursements ofcounsel) that may be paid or incurred by any Canadian Secured Party in enforcing, or obtainingadvice of counsel in respect of, any rights with respect to, or collecting, any or all of theCanadian Obligations and/or enforcing any rights with respect to, or collectingagainst, such Canadian Grantor under this Agreement to the extent any of the Canadian Grantorswould be required to do so pursuant to Section 13.5 of the Credit Agreement.
 
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(b) Each Canadian Grantor agrees to pay, and to save the Canadian Collateral Agent and theother Secured Parties harmless from, any and all liabilities with respect to, or resulting from anydelay in paying, any and all stamp, excise, sales or other taxes which may be payable or determinedto be payable with respect to any of the Collateral or in connection with any of the transactionscontemplated by this Agreement to the extent any of the Borrowers would be required to do sopursuant to Section 13.5 of the Credit Agreement.(c) Without limitation of its indemnification obligations under the other Credit Documents,each Canadian Grantor agrees to pay, and to hold the Canadian Collateral Agent and the otherSecured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties,actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever withrespect to the execution, delivery, enforcement, performance and administration of this Agreementto the extent any of the Canadian Borrowers would be required to do so pursuant to Section 13.5 ofthe Credit Agreement.(d) Any such amounts payable as provided hereunder shall be additional Canadian Obligationssecured hereby and by the other Security Documents. The agreements in this Section 7.4 shallsurvive termination of this Agreement or any other Credit Document, the consummation of thetransactions contemplated hereby, the repayment of any of the Canadian Obligations, the invalidityor unenforceability of any term or provision of this Agreement or any other Credit Document or anyinvestigation made by or on behalf of the Canadian Collateral Agent or any other Canadian SecuredParty. All amounts due under this Section 7.4 shall be payable on written demand therefor.7.5. 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 assignspermitted hereby, except that no Canadian Grantor may assign, transfer or delegate any of itsrights or obligations under this Agreement without the prior written consent of the CanadianCollateral Agent, except pursuant to a transaction expressly permitted by the Credit Agreement.7.6. 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 together shall be deemedto constitute one and the same instrument. A set of the copies of this Agreement signed by all theparties shall be lodged with the Canadian Collateral Agent and the Canadian Borrowers.7.7. Severability. Any provision of this Agreement that is prohibited orunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent ofsuch prohibition or unenforceability without invalidating the remaining provisions hereof, and anysuch prohibition or unenforceability in any jurisdiction shall not invalidate or renderunenforceable such provision in any other jurisdiction. The parties hereto shall endeavor ingood-faith negotiations to replace the invalid, illegal or unenforceable provisions with validprovisions the economic effect of which comes as close as possible to that of the invalid,illegal or unenforceable provisions.
 
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7.8. Section Headings. The Section headings used in this Agreement are forconvenience of reference only and are not to affect the construction hereof or be taken intoconsideration in the interpretation hereof.7.9. Integration. This Agreement represents the agreement of each of the CanadianGrantors with respect to the subject matter hereof and there are no promises, undertakings,representations or warranties by the Canadian Collateral Agent or any other Canadian Secured Partyrelative to the subject matter hereof not expressly set forth or referred to herein or in the otherSecured Debt Documents.7.10. **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**.7.11. Submission To Jurisdiction Waivers. Each Canadian Grantor hereby irrevocablyand unconditionally:(a) submits for itself and its property in any legal action or proceeding relating to thisAgreement and the other Credit Documents to which it is a party, or for recognition and enforcementof any judgment in respect thereof, to the non-exclusive general jurisdiction of a court ofcompetent jurisdiction in the Province of Ontario;(b) consents that any such action or proceeding shall be brought in such courts and waives anyobjection that it may now or hereafter have to the venue of any such action or proceeding in anysuch court or that such action or proceeding was brought in an inconvenient court and agrees not toplead or claim the same;(c) agrees that service of process in any such action or proceeding may be effected by mailinga copy thereof by registered or certified mail (or any substantially similar form of mail), postageprepaid, to such Canadian Grantor at its address referred to in Section 7.2 or at such otheraddress of which the Canadian Collateral Agent shall have been notified pursuant thereto;(d) agrees that nothing herein shall affect the right of the Canadian Collateral Agent or anyother Canadian Secured Party to effect service of process in any other manner permitted byApplicable Law or shall limit the right of the Canadian Collateral Agent or any other CanadianSecured Party to sue in any other jurisdiction; and(e) waives, to the maximum extent not prohibited by law, any right it may have to claim orrecover in any legal action or proceeding referred to in this Section 7.11 any special, exemplary,punitive or consequential damages.
 
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7.12. Acknowledgments. Each Canadian Grantor hereby acknowledges that:(a) it has been advised by counsel in the negotiation, execution and delivery of thisAgreement and the other Credit Documents to which it is a party;(b) neither the Canadian Collateral Agent nor any other Canadian Secured Party has anyfiduciary relationship with or duty to any Canadian Grantor arising out of or in connection withthis Agreement or any of the other Credit Documents, and the relationship between the CanadianGrantors, on the one hand, and the Canadian Collateral Agent and the other Secured Parties, on theother hand, in connection herewith or therewith is solely that of debtor and creditor;(c) no joint venture is created hereby or by the other Credit Documents or otherwise exists byvirtue of the transactions contemplated hereby among the Secured Parties or among the CanadianGrantors and the Secured Parties; and(d) upon any Event of Default, the Canadian Collateral Agent may proceed without notice,against any Canadian Grantor and any Collateral to collect and recover the full amount of anyObligation then due, without first proceeding against any other Canadian Grantor, any otherCanadian Credit Party or any other Collateral and without first joining any other Canadian Grantoror any other Canadian Credit Party in any proceeding.7.13. Additional Canadian Grantors. Each Subsidiary of the Canadian Borrowers that isrequired to become a party to this Agreement pursuant to Section 9.10 of the Credit Agreement andthe terms hereof shall become a Canadian Grantor, with the same force and effect as if originallynamed as a Canadian Grantor herein, for all purposes of this Agreement upon execution and deliveryby such Subsidiary of a Supplement substantially in the form of Exhibit 1 hereto. The executionand delivery of any instrument adding an additional Canadian Grantor as a party to this Agreementshall not require the consent of any other Canadian Grantor hereunder. The rights and obligationsof each Canadian Grantor hereunder shall remain in full force and effect notwithstanding theaddition of any new Canadian Grantor as a party to this Agreement.7.14. **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**.[*Signature Pages Follow*]
 
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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed anddelivered as of the date first above written.      **ASSOCIATED MATERIALS CANADALIMITED**, as a Canadian Grantor