EXCEPT FOR THE SECURITY INTERESTS GRANTED HEREUNDER, EACH OF THE GRANTORS
(I) IS AND, SUBJECT TO ANY SALES, TRANSFERS OR OTHER DISPOSITIONS, AND MERGERS,
CONSOLIDATIONS AND AMALGAMATIONS, MADE IN COMPLIANCE WITH THE CREDIT AGREEMENT,
WILL CONTINUE TO BE THE DIRECT OWNER, BENEFICIALLY AND OF RECORD, OF THE PLEDGED
SECURITIES INDICATED ON SCHEDULE II AS OWNED BY SUCH GRANTOR, (II) HOLDS THE
SAME FREE AND CLEAR OF ALL LIENS (OTHER THAN PERMITTED LIENS AND OTHER LIENS
CONTEMPLATED IN THE INTERCREDITOR AGREEMENT), (III) EXCEPT FOR LIENS
CONTEMPLATED IN THE INTERCREDITOR AGREEMENT, WILL NOT PLEDGE OR HYPOTHECATE, OR
OTHERWISE CREATE A CONSENSUAL LIEN ON, THE PLEDGED COLLATERAL, AND (IV) WILL
DEFEND ITS TITLE OR INTEREST THERETO OR THEREIN AGAINST ANY AND ALL LIENS (OTHER
THAN THE LIEN CREATED BY THIS AGREEMENT, PERMITTED LIENS AND LIENS CONTEMPLATED
IN THE INTERCREDITOR AGREEMENT), HOWEVER ARISING, OF ALL PERSONS WHOMSOEVER;
(D) EXCEPT FOR RESTRICTIONS AND LIMITATIONS IMPOSED BY THE LOAN DOCUMENTS, THE
TERM LOAN CREDIT DOCUMENTS, THE PERMITTED NOTES DOCUMENTS, THE INTERCREDITOR
AGREEMENT OR APPLICABLE LAWS (INCLUDING SECURITIES LAWS) GENERALLY, AND EXPECT
FOR THE REQUIREMENT IN THE ARTICLES OR OTHER CONSTATING
11
DOCUMENTS OF ANY CANADIAN SUBSIDIARY FOR THE APPROVAL OF THE DIRECTORS AND/OR
SHAREHOLDERS OF SUCH CANADIAN SUBSIDIARY FOR ANY TRANSFERS OF ITS SHARES, THE
PLEDGED COLLATERAL IS AND WILL CONTINUE TO BE FREELY TRANSFERABLE AND
ASSIGNABLE, AND NONE OF THE PLEDGED COLLATERAL IS OR WILL BE SUBJECT TO (I) ANY
OPTION, RIGHT OF FIRST REFUSAL, SHAREHOLDERS AGREEMENT OR CHARTER OR BY-LAW
PROVISIONS THAT MIGHT PROHIBIT, IMPAIR, DELAY (EXCEPT PURSUANT TO ANY APPLICABLE
NOTICE OR LIKE PROVISIONS) OR OTHERWISE ADVERSELY AFFECT THE PLEDGE OF SUCH
PLEDGED COLLATERAL HEREUNDER, THE SALE OR DISPOSITION THEREOF PURSUANT HERETO OR
THE EXERCISE BY THE SECURITY AGENT OF ITS RIGHTS AND REMEDIES HEREUNDER WITH
RESPECT THERETO, OR (II) ANY OTHER CONTRACTUAL RESTRICTION OF ANY NATURE THAT
MIGHT PROHIBIT THE PLEDGE OF SUCH PLEDGED COLLATERAL HEREUNDER OR PROHIBIT OR IN
ANY MATERIAL MANNER IMPAIR, DELAY OR OTHERWISE ADVERSELY AFFECT THE SALE OR
DISPOSITION OF SUCH PLEDGED COLLATERAL PURSUANT HERETO OR THE EXERCISE BY THE
SECURITY AGENT OF ITS RIGHTS AND REMEDIES HEREUNDER WITH RESPECT THERETO;
(E) EACH OF THE GRANTORS HAS THE POWER AND AUTHORITY TO PLEDGE THE PLEDGED
COLLATERAL PLEDGED BY IT HEREUNDER IN THE MANNER HEREBY DONE OR CONTEMPLATED;
(F) NO CONSENT OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY, ANY SECURITIES
EXCHANGE OR ANY OTHER PERSON WAS OR IS NECESSARY TO THE VALIDITY OF THE PLEDGE
EFFECTED HEREBY (OTHER THAN SUCH AS HAVE BEEN OBTAINED AND ARE IN FULL FORCE AND
EFFECT);
(G) BY VIRTUE OF THE EXECUTION AND DELIVERY BY THE GRANTORS OF THIS AGREEMENT,
WHEN ANY PLEDGED SECURITIES ARE DELIVERED TO THE SECURITY AGENT OR PRIOR AGENT
IN ACCORDANCE WITH THIS AGREEMENT AND THE INTERCREDITOR AGREEMENT, THE SECURITY
AGENT WILL OBTAIN A LEGAL, VALID AND PERFECTED LIEN UPON AND SECURITY INTEREST
IN SUCH PLEDGED SECURITIES AS SECURITY FOR THE PAYMENT AND PERFORMANCE OF THE
U.S. SECURED OBLIGATIONS; AND
(H) THE PLEDGE EFFECTED HEREBY IS, SUBJECT TO THE TERMS