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Intentionally Deleted

This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and

all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by

telecopier or .pdf shall be effective as delivery of an original executed counterpart of this Agreement.

This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of

Canada applicable therein.

Neither the Agent nor the Secured Parties shall be required to marshal any present or future collateral security (including but not limited to the

Collateral for, or other assurance of payment of, the Secured Obligations or any of them) or to resort to such collateral security or other assurances of

payment in any particular order, and all of their rights and remedies hereunder and in respect of such collateral security and other assurances of payment

shall be cumulative and in addition to all other rights and remedies, however existing or arising.

IN WITNESS WHEREOF, each Grantor has caused this Agreement to be duly executed and delivered by its officer thereunto duly

authorized as of the date first above written.

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(b)

The pledge and security interest granted hereby will be terminated as set forth in Section 9.16(b) of the Credit Agreement and upon such

termination all rights to the Collateral shall revert to the applicable Grantor and the Agent will promptly deliver to the applicable Grantors

all certificates representing any Pledged Equity or Pledged Debt, Receivables or other Collateral. Upon any such termination, the Agent

will, at the applicable Grantor's expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably

request to evidence such termination.

SECTION 25

CURRENCY REFERENCES

SECTION 26

EXECUTION IN COUNTERPARTS

SECTION 27

GOVERNING LAW

SECTION 28

MARSHALLING