Common use of Concerning the Collateral Agent Clause in Contracts

Concerning the Collateral Agent. The provisions of Article IX of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon all Canadian Loan Parties and all Secured Parties and upon the parties hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (a) The Collateral Agent is authorized to take all such actions as are provided to be taken by it as Collateral Agent hereunder and all other action reasonably incidental thereto. As to any matters not expressly provided for herein (including, without limitation, the timing and methods of realization upon the Collateral), the Collateral Agent may act or refrain from acting in accordance with written instructions from the Required Revolving Lenders (or, after all Senior Credit Obligations (other than contingent indemnification obligations) have been paid in full and all Revolving Credit Commitments with respect thereto terminated, the holders of more than 50% of the aggregate amount of outstanding (x) Cash Management Obligations owing under Secured Cash Management Agreements entered into by and between any Canadian Loan Party and any Cash Management Bank and (y) Swap Obligations under Secured Hedge Agreements entered into by or between any Canadian Loan Party and any Hedge Bank or, in the absence of such instructions or provisions, in accordance with its reasonable discretion. (b) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder unless such action or omission constitutes bad faith, gross negligence or wilful misconduct. The Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by any Canadian Loan Party.

Concerning the Collateral Agent. The provisions Bank of Article IX New York Mellon Trust Company, N.A. is entering into this Pledge Agreement not in its individual capacity, but solely in its capacity as Collateral Agent under the Indenture. In acting hereunder, the Collateral Agent shall be entitled to all of the Credit Agreement shall inure rights, privileges, protections, immunities and indemnities granted to the benefit Collateral Agent under the Indenture as if such rights, privileges, protections, immunities and indemnities were set forth herein. The Collateral Agent shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Pledge Agreement or for or in respect of the recitals contained herein, all of which recitals are made solely by the Pledgors. The Collateral Agent, when making any determination or granting any approval under the terms of this Pledge Agreement, shall be entitled to act upon the instructions of Holders of a majority of the aggregate outstanding amount of Notes and shall not be required to make any such determination or grant any such approval until it has received such instructions. In furtherance, and not in limitation, of the foregoing: (i) The Collateral Agent shall be entitled to conclusively rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it (who may be counsel to one or more Pledgors). The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Default or Event of Default unless and until the Collateral Agent has received written notice from a Secured Party, an Authorized Representative or the Issuer referring to the applicable Secured Agreement, describing such Default or Event of Default and stating that it is a “notice of default” or a “notice of event of default,” setting forth in reasonable detail the facts and circumstances thereof and stating that the Collateral Agent may conclusively rely on such notice without further inquiry. The Collateral Agent shall have no obligation or duty prior to or after receiving any such notice to inquire whether a Default or Event of Default has in fact occurred and shall be entitled to conclusively rely, and shall be fully protected in so relying, on any such notice furnished to it. (ii) The Collateral Agent shall not be liable or responsible to any party for any failure by a Pledgor to maintain a perfected security interest in such Pledgor’s property constituting Collateral (other than, subject to the rights of the Collateral Agent in respect under the Indenture, by failing to maintain possession of this Agreement and shall be binding upon all Canadian Loan Parties and all Secured Parties and upon the parties hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of possessory collateral delivered to the Collateral Agent therein set forth:in accordance with this Pledge Agreement). (aiii) The parties hereto agree that the Collateral Agent is authorized shall have no obligation to take all such actions as are request any action or document or exercise any discretion provided to be taken by it as for hereunder. (iv) For the avoidance of doubt, the Collateral Agent hereunder shall act only within the United States, and all other action reasonably incidental thereto. As shall not be subject to any matters not expressly provided foreign law, be required to act in any jurisdiction located outside the United States or be required to execute any foreign law governed document. (v) In no event shall the Collateral Agent be responsible or liable for herein (any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, epidemics or pandemics, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the timing Collateral Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (vi) In no event shall the Collateral Agent be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Collateral Agent has been advised of the likelihood of such loss or damage and methods regardless of realization upon the Collateral)form of action. (vii) For the avoidance of doubt, notwithstanding any provision hereof, the Collateral Agent may act shall not be responsible for (1) perfecting, maintaining, monitoring, preserving or refrain from acting protecting the Security Interest or Liens granted hereunder or under the Indenture, any other Security Documents or any agreement or instrument contemplated hereby or thereby (other than, subject to the rights of the Collateral Agent under the Indenture, by failing to maintain possession of possessory collateral delivered to the Collateral Agent in accordance with written instructions from this Pledge Agreement), (2) the Required Revolving Lenders filing, refiling, recording, re-recording or continuing of any document, financing statement, mortgage, assignment, notice, instrument of further assurance or other instrument in any public office at any time or times or (or3) providing, after all Senior Credit Obligations (other than contingent indemnification obligations) have been paid in full and all Revolving Credit Commitments maintaining, monitoring or preserving insurance on or the payment of taxes with respect thereto terminatedto the Collateral, the holders of more than 50% actions described in clauses (1) through (3) hereof being the sole responsibility of the aggregate amount of outstanding (x) Cash Management Obligations owing under Secured Cash Management Agreements entered into by and between any Canadian Loan Party and any Cash Management Bank and (y) Swap Obligations under Secured Hedge Agreements entered into by or between any Canadian Loan Party and any Hedge Bank or, in the absence of such instructions or provisions, in accordance with its reasonable discretionPledgors. (bviii) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder unless hereunder, except to the extent such action or omission constitutes bad faith, gross negligence or wilful misconductwillful misconduct on the part of the Collateral Agent. The Collateral Agent shall not be responsible for the validity or sufficiency of the Collateral or this Pledge Agreement, or for the validity of the title of any Pledgor to the Collateral, or for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Pledge Agreement or of any of the Security Documents or the Indenture by the Issuer or the Guarantors. (ix) The Collateral Agent shall not assume, be responsible for or otherwise be obligated for (and the Pledgors, jointly and severally, hereby agree to indemnify the Collateral Agent for, and hold it harmless from), any Canadian Loan Partyliabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law or as a result of release or threatened release of hazardous material, as a result of this Pledge Agreement, the Indenture or any other Security Document.

Concerning the Collateral Agent. The provisions of Article IX of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon all Canadian U.S. Loan Parties and all Secured Parties and upon the parties hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (ai) The Collateral Agent is authorized to take all such actions as are provided to be taken by it as Collateral Agent hereunder and all other action reasonably incidental thereto. As to any matters not expressly provided for herein (including, without limitation, the timing and methods of realization upon the Collateral), the Collateral Agent may act or refrain from acting in accordance with written instructions from the Required Revolving U.S. Lenders (or, after all Senior Credit Obligations (other than contingent indemnification obligations) have been paid in full and all Revolving Credit Commitments with respect thereto terminated, the holders of more than 50% of the aggregate amount of outstanding (x) Cash Management Obligations owing under Secured Cash Management Agreements entered into by and between any Canadian U.S. Loan Party and any Cash Management Bank and (y) Swap Obligations under Secured Hedge Agreements entered into by or between any Canadian U.S. Loan Party and any Hedge Bank Bank) or, in the absence of such instructions or provisions, in accordance with its reasonable discretion. (bii) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder unless such action or omission constitutes bad faith, gross negligence or wilful willful misconduct. The Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by any Canadian U.S. Loan Party.

Concerning the Collateral Agent. The provisions of Article IX of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon all Canadian U.S. Loan Parties and all Secured Parties and upon the parties hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (ai) The Collateral Agent is authorized to take all such actions as are provided to be taken by it as Collateral Agent hereunder and all other action reasonably incidental thereto. As to any matters not expressly provided for herein (including, without limitation, the timing and methods of realization upon the Collateral), the Collateral Agent may act or refrain from acting in accordance with written instructions from the Required Revolving U.S. Lenders (or, after all Senior Credit Obligations (other than contingent indemnification obligations) have been paid in full and all Revolving Credit Commitments with respect 1822044.7 29 thereto terminated, the holders of more than 50% of the aggregate amount of outstanding (x) Cash Management Obligations owing under Secured Cash Management Agreements entered into by and between any Canadian U.S. Loan Party and any Cash Management Bank and (y) Swap Obligations under Secured Hedge Agreements entered into by or between any Canadian U.S. Loan Party and any Hedge Bank Bank) or, in the absence of such instructions or provisions, in accordance with its reasonable discretion. (bii) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder unless such action or omission constitutes bad faith, gross negligence or wilful willful misconduct. The Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by any Canadian U.S. Loan Party.

Concerning the Collateral Agent. The provisions of Article IX of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon all Canadian U.S. Loan Parties and all Secured Parties and upon the parties hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth: (ai) The Collateral Agent is authorized to take all such actions as are provided to be taken by it as Collateral Agent hereunder and all other action reasonably incidental thereto. As to any matters not expressly provided for herein (including, without limitation, the timing and methods of realization upon the Collateral), the Collateral Agent may act or refrain from acting in accordance with written instructions from the Required Revolving Lenders (or, after all Senior Credit Obligations (other than contingent indemnification obligations) have been paid in full and all Revolving Credit Commitments with respect thereto terminated, the holders of more than 50% of the aggregate amount of outstanding (x) Cash Management Obligations owing under Secured Cash Management Agreements entered into by and between any Canadian Loan Party and any Cash Management Bank and (y) Swap Obligations under Secured Hedge Agreements entered into by or between any Canadian Loan Party and any Hedge Bank Bank) or, in the absence of such instructions or provisions, in accordance with its reasonable discretion. (bii) The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder unless such action or omission constitutes bad faith, gross negligence or wilful willful misconduct. The Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by any Canadian U.S. Loan Party.