Common use of Collateral and Security Clause in Contracts

Collateral and Security. Section 10.01 The Collateral (a) The Company hereby appoints AST Trust Company (Canada) to act as Collateral Agent in accordance with the terms hereof, and each Holder by its acceptance of any Notes and the Note Guarantees, irrevocably consents and agrees to such appointment. Notwithstanding anything to the contrary contained herein, the Collateral Agent shall have the privileges, powers and immunities set forth in this Indenture and the Collateral Documents. The Collateral Agent is a party hereto solely for the purposes of accepting and acknowledging such appointment, and has no other rights or duties hereunder. The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and overdue interest (to the extent permitted by law), if any, on the Notes and the Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Company set forth in Section 7.06 and Section 8.05(b) herein, and the Notes, the Note Guarantees and the Collateral Documents, shall be secured by Second Ranking Liens and security interests in the Collateral, in each case subject to Permitted Liens, as and to the extent provided in the Collateral Documents. The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of the Secured Parties, in each case pursuant to the terms of the Collateral Documents, and the Collateral Agent (and, if necessary, the Trustee) are hereby authorized to execute and deliver the Collateral Documents. (b) The Trustee and each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, agrees to the appointment of the Collateral Agent and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights, powers and discretions under the Collateral Documents in accordance therewith. (c) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Collateral Documents, the Collateral as now or hereafter constituted shall be held for the benefit of the Holders, the Trustee and the Collateral Agent, and that the Lien relating to this Indenture and the Collateral Documents in favour of the Holders, the Trustee and the Collateral Agent is subject to and qualified and limited in all respects by the Collateral Documents (including the Intercreditor Agreement) and actions that may be taken thereunder and that all Collateral Documents and other documents and agreements delivered in connection therewith shall be on substantially the same terms as those delivered in favour of the Senior Agent under the Credit Facility and all filings or registrations delivered or made in connection therewith shall be substantially similar in scope and made in the same registries as those made in favour of the Senior Agent under the Credit Facility. (d) For greater certainty, for the purposes of holding any Lien granted by the Company or any Guarantor pursuant to the laws of the province of Québec pursuant to the Collateral Documents, the Trustee and the Holders hereby acknowledge that the Collateral Agent shall be and act as the hypothecary representative of the Trustee and all Holders for all purposes of Article 2692 of the Civil Code of Québec. The Trustee and each Holder, by accepting the Notes and the Note Guarantees, therefore appoints, to the extent necessary, the Collateral Agent as its hypothecary representative to hold the Liens created pursuant to such Collateral Documents in order to secure the obligations under the Indenture, Notes, the Note Guarantees and the Collateral Documents. The Collateral Agent accepts its appointment and agrees to act as the hypothecary representative of the Trustee and the Holders for all purposes of Article 2692 of the Civil Code of Québec.

Collateral and Security. Section 10.01 The Collateral (a) The Company hereby appoints AST Trust Company (Canada) to act as Equal and Ratable Sharing of Collateral Agent in accordance with the terms hereof, and each Holder by its acceptance Holders of any Notes and the Note Guarantees, irrevocably consents and agrees to such appointmentParity Lien Debt; Sharing Confirmation. Notwithstanding (1) anything to the contrary contained herein, in the Collateral Agent shall have the privileges, powers and immunities set forth in this Indenture and the Collateral Documents. The Collateral Agent is a party hereto solely for the purposes of accepting and acknowledging such appointment, and has no other rights or duties hereunder. The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and overdue interest (to the extent permitted by law), if any, on the Notes and the Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Company set forth in Section 7.06 and Section 8.05(b) herein, and the Notes, the Note Guarantees and the Collateral Security Documents, shall be secured by Second Ranking (2) the time of incurrence of any Series of Priority Lien Debt, (3) the order or method of attachment or perfection of any Liens and security interests in securing any Series of Priority Lien Debt, (4) the time or order of filing or recording of financing statements, mortgages or other documents filed or recorded to perfect any Lien upon any Collateral, in each case subject to Permitted (5) the time of taking possession or control over any Collateral or (6) the rules for determining priority under any law governing relative priorities of Liens, as and to the extent provided in the Collateral Documents. The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of the Secured Parties, in each case pursuant to the terms of the Collateral Documents, and the Collateral Agent (and, if necessary, the Trustee) are hereby authorized to execute and deliver the Collateral Documents.: (bA) The Trustee and each Holder, by its acceptance of all Liens at any Notes and the Guarantees thereof, irrevocably consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, agrees to the appointment of the Collateral Agent and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights, powers and discretions under the Collateral Documents in accordance therewith. (c) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Collateral Documents, the Collateral as now or hereafter constituted shall be held for the benefit of the Holders, the Trustee and the Collateral Agent, and that the Lien relating to this Indenture and the Collateral Documents in favour of the Holders, the Trustee and the Collateral Agent is subject to and qualified and limited in all respects by the Collateral Documents (including the Intercreditor Agreement) and actions that may be taken thereunder and that all Collateral Documents and other documents and agreements delivered in connection therewith shall be on substantially the same terms as those delivered in favour of the Senior Agent under the Credit Facility and all filings or registrations delivered or made in connection therewith shall be substantially similar in scope and made in the same registries as those made in favour of the Senior Agent under the Credit Facility. (d) For greater certainty, for the purposes of holding any Lien granted by the Company or any Guarantor pursuant other Obligor to the laws secure any of the province Priority Lien Debt shall secure, equally and ratably, all present and future Priority Lien Obligations; and (B) all proceeds of Québec pursuant all Liens at any time granted by the Company or any Obligor to secure any of the Collateral DocumentsPriority Lien Debt and other Priority Lien Obligations shall be allocated and distributed equally and ratably on account of the Priority Lien Debt and other Priority Lien Obligations; provided, that, for the avoidance of doubt, in the absence of an Event of Default, the Trustee and the Holders hereby acknowledge that the Collateral Agent Company shall be and act as entitled to utilize cash proceeds of Collateral in the hypothecary representative ordinary course of the Trustee and all Holders for all purposes of Article 2692 of the Civil Code of Québecits business. The Trustee foregoing provision is intended for the benefit of, and will be enforceable as a third party beneficiary by, each Holderpresent and future holder of Priority Lien Obligations, by accepting the Notes each present and the Note Guarantees, therefore appoints, to the extent necessaryfuture Priority Debt Representative, the Collateral Priority Lien Agent as its hypothecary representative to hold the Liens created pursuant to such Collateral Documents in order to secure the obligations under the Indenture, Notes, the Note Guarantees and the Collateral DocumentsTrustee as holder of Priority Liens. The Collateral Agent accepts its appointment and agrees Each future Series of Priority Lien Debt will be required to act as include a Sharing Confirmation at the hypothecary representative time of the Trustee and the Holders for all purposes incurrence of Article 2692 such Series of the Civil Code of QuébecPriority Lien Debt. Section 10.02 [Reserved]

Collateral and Security. Section 10.01 The Collateral (a) The Company hereby appoints AST Trust Company (Canada) to act as Collateral Agent in accordance with the terms hereof, and each Holder by its acceptance of any Notes and the Note Guarantees, irrevocably consents and agrees to such appointment. Notwithstanding anything to the contrary contained herein, the Collateral Agent shall have the privileges, powers and immunities set forth in this Indenture and the Collateral Documents. The Collateral Agent is a party hereto solely for the purposes of accepting and acknowledging such appointment, and has no other rights or duties hereunder. The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and overdue of, interest (to the extent permitted by law), if any, on the Notes and the Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations Obligations of the Company set forth in Section 7.06 and Section 8.05(b) herein, to the Holders or the Trustee under this Indenture and the Notes, according to the Note Guarantees and the Collateral Documentsterms hereunder or thereunder, shall be secured by Second Ranking Liens and security interests in the Collateral, in each case subject to Permitted Liens, as and to the extent provided in the Collateral Documents. The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of the Secured Parties, in each case pursuant to the terms of the Collateral Documents, and the Collateral Agent (and, if necessary, the Trustee) are hereby authorized to execute and deliver the Collateral Documents. (b) The Trustee and each Each Holder, by its acceptance of any Notes and the Guarantees thereofa Note, irrevocably consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, agrees to the appointment of the Collateral Agent terms thereof and hereof and authorizes and directs the Trustee to enter into each of the Collateral Agent Documents and to perform its respective obligations and exercise its rights, powers and discretions under the Collateral Documents respective rights thereunder in accordance therewith. (c) . The Trustee Company will do or cause to be done all such acts and each Holderthings as may be necessary or proper, or as may be required by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in provisions of the Collateral Documents, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and by the Collateral Documents, as now or hereafter constituted shall be held from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the HoldersNotes secured hereby, according to the Trustee intent and purposes herein expressed. The Company shall take any and all actions reasonably required to cause the Collateral AgentDocuments to create and maintain, and that as security for the Lien relating to Obligations of the Company under this Indenture and the Collateral Documents Notes, valid and enforceable, perfected (except as expressly provided therein), Liens in favour and on all the Collateral, in favor of the HoldersTrustee, superior to and prior to the Trustee rights of all third persons, and the Collateral Agent is subject to no other Liens, other than as provided herein and qualified and limited in all respects by the Collateral Documents (including the Intercreditor Agreement) and actions that may be taken thereunder and that all Collateral Documents and other documents and agreements delivered in connection therewith shall be on substantially the same terms as those delivered in favour of the Senior Agent under the Credit Facility and all filings or registrations delivered or made in connection therewith shall be substantially similar in scope and made in the same registries as those made in favour of the Senior Agent under the Credit Facilitytherein. (d) For greater certainty, for the purposes of holding any Lien granted by the Company or any Guarantor pursuant to the laws of the province of Québec pursuant to the Collateral Documents, the Trustee and the Holders hereby acknowledge that the Collateral Agent shall be and act as the hypothecary representative of the Trustee and all Holders for all purposes of Article 2692 of the Civil Code of Québec. The Trustee and each Holder, by accepting the Notes and the Note Guarantees, therefore appoints, to the extent necessary, the Collateral Agent as its hypothecary representative to hold the Liens created pursuant to such Collateral Documents in order to secure the obligations under the Indenture, Notes, the Note Guarantees and the Collateral Documents. The Collateral Agent accepts its appointment and agrees to act as the hypothecary representative of the Trustee and the Holders for all purposes of Article 2692 of the Civil Code of Québec.

Collateral and Security. Section 10.01 The Collateral (a) The Company hereby appoints AST Trust Company (Canada) to act as Collateral Agent in accordance with the terms hereof, and each Holder by its acceptance of any Notes and the Note Guarantees, irrevocably consents and agrees to such appointment. Notwithstanding anything to the contrary contained herein, the Collateral Agent shall have the privileges, powers and immunities set forth in this Indenture and the Collateral Documents. The Collateral Agent is a party hereto solely for the purposes of accepting and acknowledging such appointment, and has no other rights or duties hereunder. The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and overdue interest (to the extent permitted by law)of, premium, if any, and interest on the Notes and the Guarantees thereof and performance of all other obligations Obligations of the Issuer and the Guarantors to the Holders or the Trustee and the Second Lien Collateral Agent under this the Indenture, including, without limitation, the obligations of the Company set forth in Section 7.06 and Section 8.05(b) herein, and the Notes, the Note Guarantees Guarantees, the Intercreditor Agreement and the Collateral Security Documents, according to the terms hereunder or thereunder, shall be secured by Second Ranking Liens and security interests in the Collateral, in each case subject to Permitted Liens, as and to the extent provided in the Collateral Security Documents, which define the terms of the Liens that secure such Obligations, subject to the terms of the Intercreditor Agreement. The Company Trustee and the Guarantors Issuer hereby acknowledge and agree that the Second Lien Collateral Agent shall hold holds the Collateral in trust for the benefit of itself, the Secured Parties, in each case Holders and the Trustee and pursuant to the terms of the Collateral Security Documents, the Intercreditor Agreement and any other intercreditor agreement entered into pursuant to the Collateral Agent (and, if necessary, terms of the Trustee) are hereby authorized to execute and deliver the Collateral Documents. (b) The Trustee and each Indenture. Each Holder, by its acceptance of any Notes and the Guarantees thereofaccepting a Note, irrevocably consents and agrees to the terms of the Collateral Security Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral) ), the Intercreditor Agreement and any other intercreditor agreement entered into pursuant to the terms of the Indenture, as the same may be in effect or may be amended from time to time in accordance with their termsterms and the Indenture, agrees the Intercreditor Agreement and any other intercreditor agreement entered into pursuant to the appointment terms of the Collateral Agent Indenture, and authorizes and directs the Second Lien Collateral Agent to enter into the Security Documents, the Intercreditor Agreement and any other intercreditor agreement entered into pursuant to the terms of the Indenture and to perform its obligations and exercise its rights, powers and discretions under the Collateral Documents rights thereunder in accordance therewith. (c) . The Trustee Issuer shall deliver to the Second Lien Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and each Holderwill do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, by accepting to assure and confirm to the Notes and Second Lien Collateral Agent the Note Guarantees, acknowledges that, as more fully set forth security interest in the Collateral contemplated hereby, by the Security Documents, by the Intercreditor Agreement and by any other intercreditor agreement entered into pursuant to the terms of the Indenture, as from time to time constituted, so as to render the same available for the security and benefit of the Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer shall, and shall cause the Guarantors to, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Security Documents to create and maintain, as security for the Obligations of the Issuer and the Guarantors to the Secured Parties under the Indenture, the Notes, the Guarantees, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral as now or hereafter constituted shall be held (subject to the terms of the Indenture, the Intercreditor Agreement, any other intercreditor agreement entered into pursuant to the terms of the Indenture and the Security Documents), in favor of the Second Lien Collateral Agent for the benefit of the Holdersitself, the Trustee Holders and the Collateral Agent, and that the Lien relating to this Indenture and the Collateral Documents in favour of the Holders, the Trustee and the Collateral Agent is subject to and qualified and limited in all respects by the Collateral Documents (including the Intercreditor Agreement) and actions that may be taken thereunder and that all Collateral Documents and no Liens other documents and agreements delivered in connection therewith shall be on substantially the same terms as those delivered in favour of the Senior Agent under the Credit Facility and all filings or registrations delivered or made in connection therewith shall be substantially similar in scope and made in the same registries as those made in favour of the Senior Agent under the Credit Facilitythan Permitted Liens. (d) For greater certainty, for the purposes of holding any Lien granted by the Company or any Guarantor pursuant to the laws of the province of Québec pursuant to the Collateral Documents, the Trustee and the Holders hereby acknowledge that the Collateral Agent shall be and act as the hypothecary representative of the Trustee and all Holders for all purposes of Article 2692 of the Civil Code of Québec. The Trustee and each Holder, by accepting the Notes and the Note Guarantees, therefore appoints, to the extent necessary, the Collateral Agent as its hypothecary representative to hold the Liens created pursuant to such Collateral Documents in order to secure the obligations under the Indenture, Notes, the Note Guarantees and the Collateral Documents. The Collateral Agent accepts its appointment and agrees to act as the hypothecary representative of the Trustee and the Holders for all purposes of Article 2692 of the Civil Code of Québec.

Collateral and Security. Section 10.01 The Collateral (a) The Company hereby appoints AST Trust Company (Canada) to act as Collateral Agent in accordance with the terms hereof, and each Holder by its acceptance of any Notes and the Note Guarantees, irrevocably consents and agrees to such appointment. Notwithstanding anything to the contrary contained herein, the Collateral Agent shall have the privileges, powers and immunities set forth in this Indenture and the Collateral Documents. The Collateral Agent is a party hereto solely for the purposes of accepting and acknowledging such appointment, and has no other rights or duties hereunder. The due and punctual payment of the principal of, premiumof and interest and Liquidated Damages, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and overdue interest and Liquidated Damages (to the extent permitted by law), if any, on the Notes and the Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Company set forth in Section 7.06 and Section 8.05(b) herein, to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the Note Guarantees and the Collateral Documentsterms hereunder or thereunder, shall be secured by Second Ranking Liens and security interests in the Collateral, in each case subject to Permitted Liens, as and to the extent provided in the Collateral DocumentsDocuments which the Company has entered into simultaneously with the execution of this Indenture. The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit Each Holder of the Secured Parties, in each case pursuant to the terms of the Collateral Documents, and the Collateral Agent (and, if necessary, the Trustee) are hereby authorized to execute and deliver the Collateral Documents. (b) The Trustee and each HolderNotes, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateralthe Collateral Documents) as the same may be in effect or may be amended from time to time in accordance with their terms, agrees to the appointment of the Collateral Agent its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights, powers and discretions under the Collateral Documents rights thereunder in accordance therewith. (c) . The Company shall deliver to the Trustee and each Holder, by accepting copies of all documents delivered to the Notes and the Note Guarantees, acknowledges that, as more fully set forth in Collateral Agent pursuant to the Collateral Documents, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Collateral as now or hereafter constituted shall be held for the benefit of the HoldersDocuments, the Trustee to assure and the Collateral Agent, and that the Lien relating confirm to this Indenture and the Collateral Documents in favour of the Holders, the Trustee and the Collateral Agent is subject to and qualified and limited the security interest in all respects the Collateral Documents contemplated hereby, by the Collateral Documents (including or any part thereof, as from time to time constituted, so as to render the Intercreditor Agreement) same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions that may be taken thereunder and that all reasonably required to cause the Collateral Documents to create and other documents and agreements delivered in connection therewith shall be on substantially maintain, as security for the same terms as those delivered in favour Obligations of the Senior Agent under Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Credit Facility and all filings or registrations delivered or made Collateral, in connection therewith shall be substantially similar in scope and made in the same registries as those made in favour favor of the Senior Agent under the Credit Facility. (d) For greater certainty, for the purposes of holding any Lien granted by the Company or any Guarantor pursuant to the laws of the province of Québec pursuant to the Collateral Documents, the Trustee and the Holders hereby acknowledge that the Collateral Agent shall be and act as for the hypothecary representative benefit of the Trustee Holders of Notes, superior to and all Holders for all purposes of Article 2692 of the Civil Code of Québec. The Trustee and each Holder, by accepting the Notes and the Note Guarantees, therefore appoints, prior to the extent necessary, the Collateral Agent as its hypothecary representative rights of all third Persons and subject to hold the no other Liens created pursuant to such Collateral Documents in order to secure the obligations under the Indenture, Notes, the Note Guarantees and the Collateral Documents. The Collateral Agent accepts its appointment and agrees to act as the hypothecary representative of the Trustee and the Holders for all purposes of Article 2692 of the Civil Code of Québecthan Permitted Liens.

Collateral and Security. Section 10.01 The Collateral (a) The Company hereby appoints AST Trust Company (Canada) to act as Collateral Agent in accordance with the terms hereof, and each Holder by its acceptance of any Notes and the Note Guarantees, irrevocably consents and agrees to such appointment. Notwithstanding anything to the contrary contained herein, the Collateral Agent shall have the privileges, powers and immunities set forth in this Indenture and the Collateral Documents. The Collateral Agent is a party hereto solely for the purposes of accepting and acknowledging such appointment, and has no other rights or duties hereunder. The due and punctual payment of the principal of, premium, if any, of and interest on the Notes and the Note Guarantees Securities when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and overdue interest (to the extent permitted by law), if any, on the Notes and the Guarantees thereof Securities and performance of all other obligations under this Indenture, including, without limitation, the obligations Obligations of the Company set forth in Section 7.06 and Section 8.05(b) herein, to the Holders or the Trustee under this Indenture and the NotesSecurities, according to the Note Guarantees and the Collateral Documentsterms hereunder or thereunder, shall be secured by Second Ranking Liens as provided herein and security interests in the Collateral, in each case subject to Permitted Liens, as and to the extent provided in the Collateral Documents. The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of the Secured Parties, in each case pursuant to the terms of the Collateral Documents, and the Collateral Agent (and, if necessary, the Trustee) are hereby authorized to execute and deliver the Collateral Documents. (b) The Trustee and each Each Holder, by its acceptance of any Notes and the Guarantees thereofa Security, irrevocably consents and agrees to the terms hereof and of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, agrees to the appointment of the Collateral Agent terms thereof and hereof and authorizes and directs the Trustee to enter into each of the Collateral Agent Documents and to perform its respective obligations and exercise its rights, powers and discretions under the Collateral Documents respective rights thereunder in accordance therewith. (c) . The Trustee Company will do or cause to be done all such acts and each Holderthings as may be necessary or proper, or as may be required by accepting the Notes provisions hereof and the Note Guarantees, acknowledges that, as more fully set forth in of the Collateral Documents, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and by the Collateral Documents, as now or hereafter constituted shall be held from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the HoldersSecurities secured hereby, according to the Trustee intent and purposes herein expressed. The Company shall take any and all actions reasonably required to cause the Collateral AgentDocuments to create and maintain, and that as security for the Lien relating to Obligations of the Company under this Indenture and the Collateral Documents Securities, valid and enforceable, perfected Liens in favour and on all the Collateral, in favor of the HoldersTrustee, superior to and prior to the Trustee rights of all third persons, and the Collateral Agent is subject to no other Liens, other than as provided herein and qualified and limited in all respects by the Collateral Documents (including the Intercreditor Agreement) and actions that may be taken thereunder and that all Collateral Documents and other documents and agreements delivered in connection therewith shall be on substantially the same terms as those delivered in favour of the Senior Agent under the Credit Facility and all filings or registrations delivered or made in connection therewith shall be substantially similar in scope and made in the same registries as those made in favour of the Senior Agent under the Credit Facilitytherein. (d) For greater certainty, for the purposes of holding any Lien granted by the Company or any Guarantor pursuant to the laws of the province of Québec pursuant to the Collateral Documents, the Trustee and the Holders hereby acknowledge that the Collateral Agent shall be and act as the hypothecary representative of the Trustee and all Holders for all purposes of Article 2692 of the Civil Code of Québec. The Trustee and each Holder, by accepting the Notes and the Note Guarantees, therefore appoints, to the extent necessary, the Collateral Agent as its hypothecary representative to hold the Liens created pursuant to such Collateral Documents in order to secure the obligations under the Indenture, Notes, the Note Guarantees and the Collateral Documents. The Collateral Agent accepts its appointment and agrees to act as the hypothecary representative of the Trustee and the Holders for all purposes of Article 2692 of the Civil Code of Québec.

Collateral and Security. Section 10.01 The Collateral (a) The Company hereby appoints AST Trust Company (Canada) to act as Collateral Agent in accordance with the terms hereof, and each Holder by its acceptance of any Notes and the Note Guarantees, irrevocably consents and agrees to such appointment. Notwithstanding anything to the contrary contained herein, the Collateral Agent shall have the privileges, powers and immunities set forth in this Indenture and the Collateral Documents. The Collateral Agent is a party hereto solely for the purposes of accepting and acknowledging such appointment, and has no other rights or duties hereunder. The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and overdue of, interest (to the extent permitted by law), if any, on the Notes and the Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations Obligations of the Company set forth in Section 7.06 and Section 8.05(b) herein, to the Holders or the Trustee under this Indenture and the Notes, according to the Note Guarantees and the Collateral Documentsterms hereunder or thereunder, shall be secured by Second Ranking Liens and security interests in the Collateral, in each case subject to Permitted Liens, as and to the extent provided in the Collateral Documents. The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of the Secured Parties, in each case pursuant to the terms of the Collateral Documents, and the Collateral Agent (and, if necessary, the Trustee) are hereby authorized to execute and deliver the Collateral Documents. (b) The Trustee and each Each Holder, by its acceptance of any Notes and the Guarantees thereofa Note, irrevocably consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, agrees to the appointment of the Collateral Agent terms thereof and hereof and authorizes and directs the Trustee to enter into each of the Collateral Agent Documents and to perform its respective obligations and exercise its rights, powers and discretions under the Collateral Documents respective rights thereunder in accordance therewith. (c) . The Trustee Company will do or cause to be done all such acts and each Holderthings as may be necessary or proper, or as may be required by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in provisions of the Collateral Documents, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and by the Collateral Documents, as now or hereafter constituted shall be held from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the HoldersNotes secured hereby, according to the Trustee intent and purposes herein expressed. The Company shall take any and all actions reasonably required to cause the Collateral AgentDocuments to create and maintain, and that as security for the Lien relating to Obligations of the Company under this Indenture and the Collateral Documents Notes, valid and enforceable, perfected (except as expressly provided therein and for such liens that can not be perfected by the filing of a mortgage or financing statement in favour an appropriate office) Liens in and on all the Collateral, in favor of the HoldersTrustee, superior to and prior to the Trustee rights of all third persons, and the Collateral Agent is subject to no other Liens, other than as provided herein and qualified and limited in all respects by the Collateral Documents (including the Intercreditor Agreement) and actions that may be taken thereunder and that all Collateral Documents and other documents and agreements delivered in connection therewith shall be on substantially the same terms as those delivered in favour of the Senior Agent under the Credit Facility and all filings or registrations delivered or made in connection therewith shall be substantially similar in scope and made in the same registries as those made in favour of the Senior Agent under the Credit Facilitytherein. (d) For greater certainty, for the purposes of holding any Lien granted by the Company or any Guarantor pursuant to the laws of the province of Québec pursuant to the Collateral Documents, the Trustee and the Holders hereby acknowledge that the Collateral Agent shall be and act as the hypothecary representative of the Trustee and all Holders for all purposes of Article 2692 of the Civil Code of Québec. The Trustee and each Holder, by accepting the Notes and the Note Guarantees, therefore appoints, to the extent necessary, the Collateral Agent as its hypothecary representative to hold the Liens created pursuant to such Collateral Documents in order to secure the obligations under the Indenture, Notes, the Note Guarantees and the Collateral Documents. The Collateral Agent accepts its appointment and agrees to act as the hypothecary representative of the Trustee and the Holders for all purposes of Article 2692 of the Civil Code of Québec.