Common use of PPSA and Other Remedies Clause in Contracts

PPSA and Other Remedies. (a) If an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the PPSA and under any other applicable law and in equity. Subject to subsection 3.3(d), without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian Grantor, which right or equity is hereby waived and released. Each Canadian Granting Party further agrees, at the ABL Collateral Agent’s request (subject to the terms of any applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the ABL Collateral Agent at places which the ABL Collateral Agent shall reasonably select, whether at such Canadian Granting Party’s premises or elsewhere. The ABL Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party then due and owing, in the order of priority specified in subsection 6.5, and only after such application and after the payment by the ABL Collateral Agent of any other amount required by any provision of law, need the ABL Collateral Agent account for the surplus, if any, to such Canadian Granting Party. To the extent permitted by applicable law, (i) such Canadian Granting Party waives all claims, damages and demands it may acquire against the ABL Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the ABL Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

PPSA and Other Remedies. (a) If Subject to each applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Canadian Collateral Agent, on behalf of the Secured Parties, may (but shall not be obligated to) exercise, in addition to all other rights and remedies granted to them in this Agreement, the Credit Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Companies Creditors Arrangement Act (Canada), the Winding-up Up and Restructuring Act (Canada) and the PPSA and PPSA, under any other applicable law and in equity. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Canadian Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstancescircumstances (but shall not be obligated to), forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Canadian Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL The Canadian Collateral Agent or any other Secured Party shall have the right, to the extent permitted by law, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian GrantorGranting Party, which right or equity is hereby waived and released. Each Canadian Granting Party further agrees, at the ABL Canadian Collateral Agent’s request (subject to the terms of any documentation governing any Special Purpose Financing and subject to each applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the ABL Canadian Collateral Agent at places which the ABL Canadian Collateral Agent shall reasonably select, whether at such Canadian Granting Party’s premises or elsewhere. The ABL Canadian Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Canadian Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ legal fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party then due and owing, in the order of priority specified in subsection 6.5Section 6.5 above, and only after such application and after the payment by the ABL Canadian Collateral Agent of any other amount required by any provision of law, need the ABL Canadian Collateral Agent account for the surplus, if any, to such Canadian Granting Party. To the extent permitted by applicable law, (i) such Canadian Granting Party waives all claims, damages and demands it may acquire against the ABL Canadian Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful wilful misconduct of any of the ABL Canadian Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. Each Grantor hereby consents to the non-exclusive royalty free use by the Canadian Collateral Agent and the Canadian Agent (as its designee) of any Intellectual Property owned by such Grantor in Canada solely for the purpose of disposing of any Security Collateral.

PPSA and Other Remedies. (a) If Subject to subsection 3.3.1 hereof, if an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Canadian Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement, the ABL Credit Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Companies Creditors Arrangement Act (Canada), the Winding-up Up and Restructuring Act (Canada) and the PPSA and under any other applicable law and in equity. Subject to subsection 3.3(d)3.3.1 hereof, without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Canadian Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Canadian Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL The Canadian Collateral Agent or any other Secured Party shall have the right, to the extent permitted by law, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian Grantor, which right or equity is hereby waived and released. Each Canadian Granting Party Grantor further agrees, at the ABL Canadian Collateral Agent’s request (subject to the terms of any applicable Intercreditor Agreementdocumentation governing any Special Purpose Financing), to assemble the Security Collateral and make it available to the ABL Canadian Collateral Agent at places which the ABL Canadian Collateral Agent shall reasonably select, whether at such Canadian Granting PartyGrantor’s premises or elsewhere. The ABL Canadian Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Canadian Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party Grantor then due and owing, in the order of priority specified in subsection 6.56.5 above, and only after such application and after the payment by the ABL Canadian Collateral Agent of any other amount required by any provision of law, need the ABL Canadian Collateral Agent account for the surplus, if any, to such Canadian Granting PartyGrantor. To the extent permitted by applicable law, (i) such Canadian Granting Party Grantor waives all claims, damages and demands it may acquire against the ABL Canadian Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the ABL Canadian Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

PPSA and Other Remedies. (a) If an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Canadian Collateral AgentTrustee, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawObligations, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the PPSA and under or any other applicable law and or in equity. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Canadian Collateral AgentTrustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Canadian Collateral Agent Trustee or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To The Canadian Collateral Trustee or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian any Grantor, which right or equity is hereby waived and released. Each Canadian Granting Party Grantor further agrees, at the ABL Canadian Collateral AgentTrustee’s request (subject to the terms of any applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the ABL Canadian Collateral Agent Trustee at places which the ABL Canadian Collateral Agent Trustee shall reasonably select, whether at such Canadian Granting PartyGrantor’s premises or elsewhere. The ABL Canadian Collateral Agent Trustee shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6Section 5.6 or any Receiver under Section 5.9 with respect to any Grantor’s Collateral, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral of such Grantor or in any way relating to the Security Collateral of such Grantor or the rights of the ABL Canadian Collateral Agent Trustee and the other Secured Parties hereunderhereunder with respect thereto, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party then due and owingsuch Grantor, in the order of priority specified in subsection 6.5Section 5.5, and only after such application and after the payment by the ABL Canadian Collateral Agent Trustee of any other amount required by any provision of law, need the ABL Canadian Collateral Agent Trustee account for the surplus, if any, to such Canadian Granting Partyany Grantor. To the extent permitted by applicable law, (i) such Canadian Granting Party each Grantor waives all claims, damages and demands it may acquire against the ABL Canadian Collateral Agent Trustee or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct exercise by them of any of the ABL Collateral Agent or such other Secured Party, and (ii) if rights hereunder. If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

PPSA and Other Remedies. (a) If an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Administrative Agent, on behalf of the Secured PartiesLenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawObligations, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the PPSA and under or any other applicable law and in equitylaw. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived to the fullest extent permitted by a Requirement of Law), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Collateral Administrative Agent or any other Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian any Grantor, which right or equity is hereby waived and released. Each Canadian Granting Party Grantor further agrees, at the ABL Collateral Administrative Agent’s request (subject to the terms of any applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the ABL Collateral Administrative Agent at places which the ABL Collateral Administrative Agent shall reasonably select, whether at such Canadian Granting PartyGrantor’s premises or elsewhere. The ABL Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this subsection Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Collateral Administrative Agent and the other Secured Parties Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party then due and owingObligations, in such order as the order of priority specified in subsection 6.5Administrative Agent may elect, and only after such application and after the payment by the ABL Collateral Administrative Agent of any other amount required by any provision of law, need the ABL Collateral Administrative Agent account for the surplus, if any, to such Canadian Granting Partyany Grantor. To the extent permitted by applicable law, (i) such Canadian Granting Party each Grantor waives all claims, damages and demands it may acquire against the ABL Collateral Administrative Agent or any other Secured Party Lender arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct exercise by them of any of the ABL Collateral Agent or such other Secured Party, and (ii) if rights hereunder. If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

PPSA and Other Remedies. (a) If an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawSecured Obligations, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the PPSA and under or any other applicable law and in equitylaw. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived to the fullest extent permitted by a Requirement of Law), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL The Collateral Agent or any other Secured Party shall have the rightright upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian any Grantor, which right or equity is hereby waived and released. Each Canadian Granting Party Grantor further agrees, at the ABL Collateral Agent’s request (subject to the terms of any applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the ABL Collateral Agent at places which the ABL Collateral Agent shall reasonably select, whether at such Canadian Granting PartyGrantor’s premises or elsewhere. The ABL Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party then due and owingSecured Obligations, in such order as the order of priority specified in subsection 6.5Collateral Agent may elect, and only after such application and after the payment by the ABL Collateral Agent of any other amount required by any provision of law, need the ABL Collateral Agent account for the surplus, if any, to such Canadian Granting Partyany Grantor. To the extent permitted by applicable law, (i) such Canadian Granting Party each Grantor waives all claims, damages and demands it may acquire against the ABL Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct exercise by them of any of the ABL Collateral Agent or such other Secured Party, and (ii) if rights hereunder. If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

PPSA and Other Remedies. (a) If Upon the occurrence and during the continuance of an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor AgreementDefault, the ABL Collateral AgentSecurity Interests shall become enforceable and the Pledgee, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement Agreement, the other Loan Documents and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawSecured Obligations, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the PPSA and under or any other applicable law and in or otherwise available at law or equity. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral AgentPledgee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or any office of the ABL Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian Grantorany Pledgor, which right or equity is hereby waived and released. Each Canadian Granting Party If applicable to any particular item of Collateral, each Pledgor further agrees, at the ABL Collateral AgentPledgee’s request (subject to the terms of any applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the ABL Collateral Agent Pledgee at places which the ABL Collateral Agent Pledgee shall reasonably select, whether at such Canadian Granting PartyPledgor’s premises or elsewhere. The ABL Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith Any such sale or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party then due and owing, in the order of priority specified in subsection 6.5, and only after such application and after the payment transfer by the ABL Collateral Agent of Pledgee either to itself or to any other amount required Person shall be absolutely free from any claim of right by Pledgor, including any provision equity or right of redemption, stay or appraisal which Pledgor has or may have under any rule of law, need the ABL Collateral Agent account for the surplus, if any, to regulation or statute now existing or hereafter adopted (and such Canadian Granting Party. To the extent permitted by applicable law, (i) such Canadian Granting Party Pledgor hereby waives all claims, damages and demands any rights it may acquire against the ABL Collateral Agent or have in respect thereof). Upon any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the ABL Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositiontransfer, the Pledgee shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred.

PPSA and Other Remedies. (a) If Subject to Section 6.3, if an Event of Default shall occur and be continuing, subject to the terms of Administrative Agent and/or any applicable Intercreditor Agreement, the ABL Collateral AgentReceiver, on behalf of the Secured PartiesLenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawObligations, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the PPSA and under or its rights or any other applicable law and or in equity. Subject to subsection 3.3(d)Section 6.3, without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to belowbelow or notices otherwise provided in the Loan Documents) to or upon any Canadian Granting Party Guarantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived unless otherwise provided in the Loan Documents), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Collateral Agent Administrative Agent, any Lender or any other Secured Party Receiver or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To The Administrative Agent, any Lender or any Receiver shall have the right upon any such public sale or sales, and, to the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian Grantorany Guarantor, which right or equity is hereby waived and released. Each Canadian Granting Party Guarantor further agrees, at the ABL Collateral Administrative Agent’s request (subject to the terms of any applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the ABL Collateral Administrative Agent at places which the ABL Collateral Administrative Agent shall reasonably select, whether at such Canadian Granting PartyGuarantor’s premises or elsewhere. The ABL Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this subsection Section 6.6, after deducting all reasonable costs and expenses of every kind actually incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Collateral Agent Administrative Agent, the Lenders and the other Secured Parties any Receiver hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party then due and owingObligations, in such order as the order of priority specified in subsection 6.5Administrative Agent may elect, and only after such application and after the payment by the ABL Collateral Administrative Agent of any other amount required by any provision of law, need the ABL Collateral Administrative Agent account for the surplus, if any, to such Canadian Granting Partyany Guarantor. To the extent permitted by applicable law, (i) such Canadian Granting Party waives all claims, damages and demands it may acquire against the ABL Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the ABL Collateral Agent or such other Secured Party, and (ii) if If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

PPSA and Other Remedies. (a) If After an Event of Default shall occur have occurred and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawForeign Secured Obligations, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the PPSA and under or any other applicable law and in equitylaw. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent, without further demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) ), to or upon any Canadian Granting Party the Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith (i) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith(ii) give notice of sole control or any other instruction under any Securities Account Control Agreement and take any action therein with respect to such Collateral, subject (iii) concurrently with written notice to the Grantor, transfer and register in its name or in the name of its nominee the whole or any existing reserved part of the Pledged Equity, exchange certificates or instruments representing or evidencing Pledged Equity for certificates or instruments of smaller or larger denominations, exercise the voting and all other rights or licensesas a holder with respect thereto, collect and receive all cash dividends and other distributions made thereon and to otherwise act with respect to the Pledged Equity as though the Agent was the outright owner thereof, (iv) sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To The Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian the Grantor, which right or equity is hereby waived and released. Each Canadian Granting Party The Grantor further agrees, at the ABL Collateral Agent’s request (subject to the terms of any applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the ABL Collateral Agent at places which the ABL Collateral Agent shall reasonably select, whether at such Canadian Granting Partythe Grantor’s premises or elsewhereelsewhere and/or (v) appoint by instrument in writing one or more receivers of the Grantor or any or all of the Collateral with such rights, powers and authority (including any or all of the rights, powers and authority of the Agent under this Agreement) as may be provided for in the instrument of appointment or any supplemental instrument, and remove and replace any such receiver from time to time. To the extent permitted by applicable law, any receiver appointed by the Agent shall (for purposes relating to responsibility for the receiver’s acts or omissions) be considered to be the agent of the Grantor and not of the Agent or any of the other Secured Parties. The ABL Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6Section 5.3, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party then due and owingForeign Secured Obligations, in such order as the order of priority specified in subsection 6.5Agent may elect, and only after such application and after the payment by the ABL Collateral Agent of any other amount required by any provision of law, need the ABL Collateral Agent account for the surplus, if any, to such Canadian Granting Partythe Grantor. To the extent permitted by applicable law, (i) such Canadian Granting Party the Grantor waives all claims, damages and demands it may acquire against the ABL Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct exercise by them of any of the ABL Collateral Agent or such other Secured Party, and (ii) if rights hereunder. If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

PPSA and Other Remedies. (a) If an Event of Default shall occur and be continuing, subject to the terms of CDN Administrative Agent and/or any applicable Intercreditor Agreement, the ABL Collateral AgentReceiver, on behalf of the Secured PartiesCDN Administrative Agent, the Administrative Agent and the CDN Lenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawObligations, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the PPSA and or under any other applicable law and or in equity. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral CDN Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to belowbelow or notices otherwise provided in the Loan Documents) to or upon any Canadian Granting Party Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived unless otherwise provided in the Loan Documents), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the ABL Collateral Agent CDN Administrative Agent, the Administrative Agent, any CDN Lender or any other Secured Party Receiver or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To The CDN Administrative Agent, the Administrative Agent, any CDN Lender or any Receiver shall have the right upon any such public sale or sales, and, to the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian any Grantor, which right or equity is hereby waived and released. Each Canadian Granting Party Grantor further agrees, at the ABL Collateral CDN Administrative Agent’s request (subject to the terms of any applicable Intercreditor Agreement)'s request, to assemble the Security Collateral and make it available to the ABL Collateral CDN Administrative Agent at places which the ABL Collateral CDN Administrative Agent shall reasonably select, whether at such Canadian Granting Party’s Grantor's premises or elsewhere. The ABL Collateral CDN Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this subsection Section 6.6, after deducting all reasonable costs and expenses of every kind actually incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Collateral Agent CDN Administrative Agent, the Administrative Agent, the CDN Lenders and the other Secured Parties any Receiver hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party then due and owingObligations, in such order as the order of priority specified in subsection 6.5CDN Administrative Agent may elect, and only after such application and after the payment by the ABL Collateral CDN Administrative Agent of any other amount required by any provision of law, need the ABL Collateral CDN Administrative Agent account for the surplus, if any, to such Canadian Granting Partyany Grantor. To the extent permitted by applicable law, (i) such Canadian Granting Party waives all claims, damages and demands it may acquire against the ABL Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the ABL Collateral Agent or such other Secured Party, and (ii) if If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

PPSA and Other Remedies. (a) If Subject to each applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Companies Creditors Arrangement Act (Canada), the Winding-up Up and Restructuring Act (Canada) and the PPSA and under any other applicable law and in equity. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, law and subject to the terms of any each applicable Intercreditor Agreement, the ABL Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law, law and subject to the terms of any each applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian GrantorGranting Party, which right or equity is hereby waived and released. Each Canadian Granting Party further agrees, at the ABL Collateral Agent’s request (subject to the terms of any each applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the ABL Collateral Agent at places which the ABL Collateral Agent shall reasonably select, whether at such Canadian Granting Party’s premises or elsewhere. The ABL Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection Subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Collateral Agent and the other Secured Parties hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party then due and owing, in the order of priority specified in subsection Subsection 6.5, and only after such application and after the payment by the ABL Collateral Agent of any other amount required by any provision of law, need the ABL Collateral Agent account for the surplus, if any, to such Canadian Granting Party. To the extent permitted by applicable law, (i) such Canadian Granting Party waives all claims, damages and demands it may acquire against the ABL Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the ABL Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

PPSA and Other Remedies. (a) If an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the PPSA and under any other applicable law and in equityequity including the appointment of a receiver or a receiver and manager for the Grantors. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian GrantorGranting Party, which right or equity is hereby waived and released. Each Canadian Granting Party further agrees, at the ABL Collateral Agent’s request (subject to the terms of any applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the ABL Collateral Agent at places which the ABL Collateral Agent shall reasonably select, whether at such Canadian Granting Party’s premises or elsewhere. The ABL Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection Subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ legal fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party then due and owing, in the order of priority specified in subsection 6.5Subsection 6.5 above, and only after such application and after the payment by the ABL Collateral Agent of any other amount required by any provision of law, need the ABL Collateral Agent account for the surplus, if any, to such Canadian Granting Party. To the extent permitted by applicable law, (i) such Canadian Granting Party waives all claims, damages and demands it may acquire against the ABL Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the ABL Collateral Agent or such other Secured PartyParty (as determined by a court of competent jurisdiction in a final and non-appealable decision), and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

PPSA and Other Remedies. (a) If an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent, on behalf of the Secured PartiesAdministrative Agents and the Lenders, may (personally or by agent) exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawSecured Obligations, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the PPSA and under as in effect in Ontario or any other applicable law and in equitylaw. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Collateral Agent, either Administrative Agent or any other Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To The Collateral Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian Grantor, which right or equity is hereby waived and released. Each Canadian Granting Party Grantor further agrees, at the ABL Collateral Agent’s request (subject to the terms of any applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the ABL Collateral Agent at places which the ABL Collateral Agent shall reasonably select, whether at such Canadian Granting PartyGrantor’s premises or elsewhere. The ABL Additionally, the Collateral Agent shall apply upon the net proceeds occurrence and continuance of any action taken by it pursuant to this subsection 6.6an Event of Default, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of may, without limiting any of the Security Collateral or in any way relating to the Security Collateral or the rights foregoing remedies, on behalf of the ABL Administrative Agents and the Lenders, at such times as the Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole its discretion may determine (personally or in part by agent) do any one or more of the Obligations of the relevant Canadian Granting Party then due and owing, in the order of priority specified in subsection 6.5, and only after such application and after the payment by the ABL Collateral Agent of any other amount required by any provision of law, need the ABL Collateral Agent account for the surplus, if any, to such Canadian Granting Party. To the extent permitted by applicable law, (i) such Canadian Granting Party waives all claims, damages and demands it may acquire against the ABL Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the ABL Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.following:

PPSA and Other Remedies. (a) If During the continuance of an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor AgreementDefault, the ABL Collateral Agent, on behalf of the Secured Parties, Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other Loan Document, instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawSecured Obligations, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the PPSA and under or any other applicable law and in equitylaw. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law or referred to below) to or upon any Canadian Granting Party Grantor, any Pledgor or any other Person (all and each of which demands, defensespresentments, protests, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security any Collateral and any Pledgor Owned Collateral, or any part thereof, and/or and may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, license, assign, give an option or options to purchase, or otherwise dispose of and deliver the Security any Collateral or and any part thereof Pledgor Owned Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Collateral Agent or any other Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To The Collateral Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral or Pledgor Owned Collateral so sold, free of any right or equity of redemption in such Canadian Grantorany Grantor or any Pledgor, which right or equity is hereby waived and released. Each Canadian Granting Party Grantor further agrees, at the ABL Collateral Agent’s request (subject to the terms of any applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the ABL Collateral Agent at places which that the ABL Collateral Agent shall reasonably select, whether at such Canadian Granting PartyGrantor’s premises or elsewhere. The ABL Collateral Agent shall apply the net proceeds of any such action taken by it pursuant to this subsection 6.6Section 6.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or Pledgor Owned Collateral or in any way relating to the Security Collateral or Pledgor Owned Collateral or the rights of the ABL Collateral Agent and the other Secured Parties hereunderAgent, including, without limitation, including reasonable attorneyssolicitors’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party then due and owingSecured Obligations, in such order as the order of priority specified in subsection 6.5Credit Agreement shall prescribe, and only after such application and after the payment by the ABL Collateral Agent of any other amount required by any provision of law, need the ABL Collateral Agent account for the surplus, if any, to any Grantor or Pledgor and the Collateral Agent, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral or Pledgor Owned Collateral sold at any such Canadian Granting Partypublic sale, shall be entitled to use and apply all of any part of the Secured Obligations as a credit on account of the purchase price of any Collateral or Pledgor Owned Collateral payable at such sale. To the extent permitted by applicable law, (i) such Canadian Granting Party each Grantor and each Pledgor waives all claims, damages and demands it may acquire against the ABL Collateral Agent or any other Secured Party arising out of the repossessionexercise by them of any rights hereunder, retention or sale except those that arise out of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful wilful misconduct of any of the ABL Collateral Agent or such other Secured Party, as the case may be. Each Grantor and each Pledgor agrees that the Collateral Agent need not give more than ten (ii10) if any days’ notice of a proposed sale to such Grantor or other disposition of Security Collateral shall be required by law, such Pledgor (which notice shall be deemed reasonable given when mailed or delivered on an overnight basis, postage prepaid, addressed to such Grantor or such Pledgor at its address referred to in Section 8.2) of the time and proper if given at least 10 days before such place of any public sale or other dispositionof the time after which a private sale may take place and that such notice is reasonable notification of such matters.

PPSA and Other Remedies. (a) If After an Event of Default shall occur have occurred and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawForeign Secured Obligations, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the PPSA and under or any other applicable law and in equitylaw. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent, without further demand of performance or other demand, presentment, CANADIAN PLEDGE AGREEMENT, PAGE 9 protest, advertisement or notice of any kind (except any notice required by law referred to below) ), to or upon any Canadian Granting Party the Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith (i) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith(ii) give notice of sole control or any other instruction under any Securities Account Control Agreement and take any action therein with respect to such Collateral, subject (iii) concurrently with written notice to the Grantor, transfer and register in its name or in the name of its nominee the whole or any existing reserved part of the Pledged Equity, exchange certificates or instruments representing or evidencing Pledged Equity for certificates or instruments of smaller or larger denominations, exercise the voting and all other rights or licensesas a holder with respect thereto, collect and receive all cash dividends and other distributions made thereon and to otherwise act with respect to the Pledged Equity as though the Agent was the outright owner thereof, (iv) sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To The Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian the Grantor, which right or equity is hereby waived and released. Each Canadian Granting Party The Grantor further agrees, at the ABL Collateral Agent’s request (subject to the terms of any applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the ABL Collateral Agent at places which the ABL Collateral Agent shall reasonably select, whether at such Canadian Granting Partythe Grantor’s premises or elsewhereelsewhere and/or (v) appoint by instrument in writing one or more receivers of the Grantor or any or all of the Collateral with such rights, powers and authority (including any or all of the rights, powers and authority of the Agent under this Agreement) as may be provided for in the instrument of appointment or any supplemental instrument, and remove and replace any such receiver from time to time. To the extent permitted by applicable law, any receiver appointed by the Agent shall (for purposes relating to responsibility for the receiver’s acts or omissions) be considered to be the agent of the Grantor and not of the Agent or any of the other Secured Parties. The ABL Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6Section 5.3, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party then due and owingForeign Secured Obligations, in such order as the order of priority specified in subsection 6.5Agent may elect, and only after such application and after the payment by the ABL Collateral Agent of any other amount required by any provision of law, need the ABL Collateral Agent account for the surplus, if any, to such Canadian Granting Partythe Grantor. To the extent permitted by applicable law, (i) such Canadian Granting Party the Grantor waives all claims, damages and demands it may acquire against the ABL Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct exercise by them of any of the ABL Collateral Agent or such other Secured Party, and (ii) if rights hereunder. If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

PPSA and Other Remedies. (a) If an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawObligations, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act PPSA (Canadawhether or not the PPSA applies to the affected Collateral), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the PPSA and any bankruptcy or insolvency law or its rights under any other applicable law and or in equity. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party Grantor or any other Person (all and each of which demands, defensesdefences, advertisements and notices are hereby waived), may in such circumstances, forthwith circumstances collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian any Grantor, which right or equity is hereby waived and released. Each Canadian Granting Party further agreespurchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, at the ABL Collateral Agent’s request and each Grantor hereby waives (subject to the terms of any extent permitted by applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the ABL Collateral Agent at places which the ABL Collateral Agent shall reasonably select, whether at such Canadian Granting Party’s premises or elsewhere. The ABL Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6, after deducting law) all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of redemption, stay and/or appraisal which it now has or may at any time in the ABL Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursementsfuture have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the payment in whole or in part extent notice of sale shall be required by law, at least ten days' notice to such Grantor of the Obligations time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral. The Administrative Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the relevant Canadian Granting Party then due and owing, Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Administrative Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the order Collateral or that have the reasonable capability of priority specified in subsection 6.5doing so, or that match buyers and only after such application and after the payment by the ABL Collateral Agent sellers of any other amount required by any provision of law, need the ABL Collateral Agent account for the surplus, if any, to such Canadian Granting Partyassets. To the extent permitted by applicable law, (i) such Canadian Granting Party each Grantor hereby waives all claims, damages and demands it may acquire any claims against the ABL Collateral Administrative Agent or any other Secured Party arising out by reason of the repossessionfact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, retention even if the Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or sale of elsewhere. To the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the ABL Collateral Agent or such other Secured Partyextent permitted by applicable law, and (ii) if so long as an Event of Default is continuing, the Administrative Agent shall have the right to enter onto the property where any notice of a proposed sale Collateral is located and take possession thereof with or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionwithout judicial process.

PPSA and Other Remedies. (a) If an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the PPSA and under any other applicable law and in equityequity including the appointment of a receiver or a receiver and manager for the Grantors. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian GrantorGranting Party, which right or equity is hereby waived and released. Each Canadian Granting Party further agrees, at the ABL Collateral Agent’s request (subject to the terms of any each applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the ABL Collateral Agent at places which the ABL Collateral Agent shall reasonably select, whether at such Canadian Granting Party’s premises or elsewhere. The ABL Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection Subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ legal fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party then due and owing, in the order of priority specified in subsection 6.5Subsection 6.5 above, and only after such application and after the payment by the ABL Collateral Agent of any other amount required by any provision of law, need the ABL Collateral Agent account for the surplus, if any, to such Canadian Granting Party. To the extent permitted by applicable law, (i) such Canadian Granting Party waives all claims, damages and demands it may acquire against the ABL Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the ABL Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

PPSA and Other Remedies. (a) If an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Canadian Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement, the Credit Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada)PPSA, the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the PPSA and under any other applicable law and in equity. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, and except to the extent permitted restricted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Canadian Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party the Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, enter onto any premises where Collateral consisting of tangible personal property may be located, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, ; and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the ABL Canadian Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL The Canadian Collateral Agent or any other Secured Party shall have the right, except to the extent restricted by applicable law, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian the Grantor, which right or equity is hereby waived and released. Each Canadian Granting Party The Grantor further agrees, at the ABL Canadian Collateral Agent’s request (subject to the terms of any applicable Intercreditor Agreement)'s request, to assemble the Security Collateral and make it available to the ABL Canadian Collateral Agent at places which the ABL Canadian Collateral Agent shall reasonably select, whether at such Canadian Granting Party’s the Grantor's premises or elsewhere. The ABL Canadian Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.65.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Canadian Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ legal fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party Grantor then due and owing, in the order of priority specified in subsection 6.55.5 above, and only after such application and after the payment by the ABL Canadian Collateral Agent of any other amount required by any provision of law, need the ABL Canadian Collateral Agent account for the surplus, if any, to such Canadian Granting Partythe Grantor. To the extent permitted by applicable law, (i) such Canadian Granting Party the Grantor waives all claims, damages and demands it may acquire against the ABL Canadian Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful wilful misconduct of any of the ABL Canadian Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

PPSA and Other Remedies. (a) If an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Canadian Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement, the Credit Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada)PPSA, the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the PPSA and under any other applicable law and in equity. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, and except to the extent permitted restricted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Canadian Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice CANADIAN SECURITY AGREEMENT required by law referred to below) to or upon any Canadian Granting Party the Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, enter onto any premises where Collateral consisting of tangible Personal Property may be located, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, ; and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Canadian Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL The Canadian Collateral Agent or any other Secured Party shall have the right, except to the extent restricted by applicable law, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian the Grantor, which right or equity is hereby waived and released. Each Canadian Granting Party The Grantor further agrees, at the ABL Canadian Collateral Agent’s request (subject to the terms of any applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the ABL Canadian Collateral Agent at places which the ABL Canadian Collateral Agent shall reasonably select, whether at such Canadian Granting Partythe Grantor’s premises or elsewhere. The ABL Canadian Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.65.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Canadian Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ legal fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party Grantor then due and owing, in the order of priority specified in subsection 6.55.5 above, and only after such application and after the payment by the ABL Canadian Collateral Agent of any other amount required by any provision of law, need the ABL Canadian Collateral Agent account for the surplus, if any, to such Canadian Granting Partythe Grantor. To the extent permitted by applicable law, (i) such Canadian Granting Party the Grantor waives all claims, damages and demands it may acquire against the ABL Canadian Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful wilful misconduct of any of the ABL Canadian Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

PPSA and Other Remedies. (a) If 6.6.1 Subject to each applicable Acceptable Intercreditor Agreement, if an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent, on behalf of the Secured Parties, may (but shall not be obligated to) exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Companies Creditors Arrangement Act (Canada), the Winding-up Up and Restructuring Act (Canada) and the PPSA PPSA, and under any other applicable law and in equity. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstancescircumstances (but shall not be obligated to), forthwith (subject to the terms of any documentation governing any Franchise Financing Disposition or Securitization Transaction) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian Grantor, which right or equity is hereby waived and released. Each Canadian Granting Party Grantor further agrees, at the ABL Collateral Agent’s request (subject to the terms of any documentation governing any Franchise Financing Disposition or Securitization Transaction and subject to each applicable Acceptable Intercreditor Agreement), to assemble the Security Collateral and make it available to the ABL Collateral Agent at places which the ABL Collateral Agent shall reasonably select, whether at such Canadian Granting PartyGrantor’s premises or elsewhere. The ABL Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ legal fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party Grantor then due and owing, in the order of priority specified in subsection 6.5Section 6.5 above, and only after such application and after the payment by the ABL Collateral Agent of any other amount required by any provision of law, need the ABL Collateral Agent account for the surplus, if any, to such Canadian Granting PartyGrantor. To the extent permitted by applicable law, (i) such Canadian Granting Party Grantor waives all claims, damages and demands it may acquire against the ABL Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the ABL Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. Each Grantor hereby consents to the non-exclusive royalty free use by the Agent of any Intellectual Property included in the Collateral for the purposes of disposing of any Security Collateral. Each Grantor also hereby consents to the non-exclusive royalty free use by the Agent of any trademarks, service marks or business names owned by such Grantor in Canada solely for the purposes of disposing of any Security Collateral of the Canadian Borrowers that is pledged to the Agent pursuant to the Canadian Security Documents.

PPSA and Other Remedies. (a) If Subject to subsection 3.3.1 hereof, if an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Canadian Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement, the ABL Credit Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Companies Creditors Arrangement Act (Canada), the Winding-up Up and Restructuring Act (Canada) and the PPSA and under any other applicable law and in equity. Subject to subsection 3.3(d)3.3.1 hereof, without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Canadian Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Canadian Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL The Canadian Collateral Agent or any other Secured Party shall have the right, to the extent permitted by law, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian Grantor, which right or equity is hereby waived and released. Each Canadian Granting Party Grantor further agrees, at the ABL Canadian Collateral Agent’s request (subject to the terms of any applicable Intercreditor Agreementdocumentation governing any Special Purpose Financing), to assemble the Security Collateral and make it available to the ABL Canadian Collateral Agent at places which the ABL Canadian Collateral Agent shall reasonably select, whether at such Canadian Granting PartyGrantor’s premises or elsewhere. The ABL Canadian Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Canadian Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party Grantor then due and owing, in the order of priority specified in subsection 6.56.5 above, and only after such application and after the payment by the ABL Canadian Collateral Agent of any other amount required by any provision of law, need the ABL Canadian Collateral Agent account for the surplus, if any, to such Canadian Granting PartyGrantor. To the extent permitted by applicable law, (i) such Canadian Granting Party Grantor waives all claims, damages and demands it may acquire against the ABL Canadian Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the ABL Canadian Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

PPSA and Other Remedies. (a) If an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Canadian Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawObligations, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the PPSA and or its rights under any other applicable law and or in equity. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Canadian Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian any Grantor, which right or equity is hereby waived and released. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Canadian Granting Party Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Canadian Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Canadian Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Canadian Collateral Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely effect the commercial reasonableness of any sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Canadian Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each Grantor hereby waives any claims against the Canadian Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Canadian Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the ABL Canadian Collateral Agent’s request (subject to the terms of any applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the ABL Canadian Collateral Agent at places which the ABL Canadian Collateral Agent shall reasonably select, whether at such Canadian Granting PartyGrantor’s premises or elsewhere. The ABL Canadian Collateral Agent shall apply have the net proceeds of right to enter onto the property where any action taken by it pursuant to this subsection 6.6, after deducting all reasonable costs Collateral is located and expenses of every kind incurred in connection therewith take possession thereof with or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party then due and owing, in the order of priority specified in subsection 6.5, and only after such application and after the payment by the ABL Collateral Agent of any other amount required by any provision of law, need the ABL Collateral Agent account for the surplus, if any, to such Canadian Granting Party. To the extent permitted by applicable law, (i) such Canadian Granting Party waives all claims, damages and demands it may acquire against the ABL Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the ABL Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionjudicial process.

PPSA and Other Remedies. (a) If Upon the occurrence and during the continuance of an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor AgreementDefault, the ABL Collateral Canadian Administrative Agent, on behalf of the Secured PartiesCreditors, may exercise, in addition to all other rights and remedies granted to them in this Agreement Agreement, the other Loan Documents and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawObligations, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the PPSA and under or any other applicable law and in or otherwise available at law or equity. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Canadian Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by applicable law referred to below) to or upon any Canadian Granting Party Grantor or any other Person (all and each of which demands, defensesdefences, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Collateral Agent or any other Secured Party Creditor or elsewhere upon such commercially reasonable terms and conditions as it may deem advisable and at such commercially reasonable prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To Any Secured Creditor shall have the right upon any such public sale or sales, and, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian any Grantor, which right or equity is hereby waived and released. Each Canadian Granting Party If applicable to any particular item of Collateral, each Grantor further agrees, at the ABL Collateral Canadian Administrative Agent’s request (subject to following an acceleration of the terms Indebtedness under Section 11.02(a) of any applicable Intercreditor the Credit Agreement), to assemble the Security Collateral and make it available to the ABL Collateral Canadian Administrative Agent at places which the ABL Collateral Canadian Administrative Agent shall reasonably select, whether at such Canadian Granting PartyGrantor’s premises or elsewhere, unless prohibited by agreements with unaffiliated third parties. Any such sale or transfer by the Canadian Administrative Agent either to itself or to any other Person shall, to the fullest extent permitted under applicable law, be absolutely free from any claim of right by Grantor, including any equity or right of redemption, stay or appraisal which Grantor has or may have under any rule of law, regulation or statute now existing or hereafter adopted (and such Grantor hereby waives any rights it may have in respect thereof). Upon any such sale or transfer, the Canadian Administrative Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The ABL Collateral Canadian Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6Section 5.01, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Collateral Canadian Administrative Agent and the other Secured Parties Creditors hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party then due and owingObligations, in accordance with the order of priority specified in subsection 6.5Credit Agreement, and only after such application and after the payment by the ABL Collateral Canadian Administrative Agent of any other amount required by any provision of law, law need the ABL Collateral Canadian Administrative Agent account for the surplus, if any, to such Canadian Granting Partyany Grantor. To the extent permitted by applicable law, (i) such Canadian Granting Party each Grantor waives all claims, damages and demands it may acquire against the ABL Collateral Canadian Administrative Agent or any other Secured Party Creditor arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct exercise by them of any of the ABL Collateral Agent or such other Secured Party, and (ii) if rights hereunder. If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition.

PPSA and Other Remedies. (a) If an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Canadian Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement, the Credit Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Companies Creditors Arrangement Act (Canada), the Winding-up Up and Restructuring Act (Canada) and the PPSA and under any other applicable law and in equity. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Canadian Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), CANADIAN GUARANTEE AND COLLATERAL AGREEMENT may in such circumstances, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Canadian Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL The Canadian Collateral Agent or any other Secured Party shall have the right, to the extent permitted by law, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian GrantorGranting Party, which right or equity is hereby waived and released. Each Canadian Granting Party further agrees, at the ABL Canadian Collateral Agent’s request (subject to the terms of any applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the ABL Canadian Collateral Agent at places which the ABL Canadian Collateral Agent shall reasonably select, whether at such Canadian Granting Party’s premises or elsewhere. The ABL Canadian Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Canadian Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ legal fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party then due and owing, in the order of priority specified in subsection 6.56.5 above, and only after such application and after the payment by the ABL Canadian Collateral Agent of any other amount required by any provision of law, need the ABL Canadian Collateral Agent account for the surplus, if any, to such Canadian Granting Party. To the extent permitted by applicable law, (i) such Canadian Granting Party waives all claims, damages and demands it may acquire against the ABL Canadian Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful wilful misconduct of any of the ABL Canadian Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

PPSA and Other Remedies. (a) If an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Canadian Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement, the Credit Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Companies Creditors Arrangement Act (Canada), the Winding-up Up and Restructuring Act (Canada) and the PPSA and PPSA, under any other applicable law and in equity. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Canadian Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Canadian Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL The Canadian Collateral Agent or any other Secured Party shall have the right, to the extent permitted by law, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian GrantorGranting Party, which right or equity is hereby waived and released. Each Canadian Granting Party further agrees, at the ABL Canadian Collateral Agent’s request (subject to the terms of any applicable Intercreditor AgreementAgreements), to assemble the Security Collateral and make it available to the ABL Canadian Collateral Agent at places which the ABL Canadian Collateral Agent shall reasonably select, whether at such Canadian Granting Party’s premises or elsewhere. The ABL Canadian Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Canadian Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ legal fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party then due and owing, in the order of priority specified in subsection 6.5Section 6.5 above, and only after such application and after the payment by the ABL Canadian Collateral Agent of any other amount required by any provision of law, need the ABL Canadian Collateral Agent account for the surplus, if any, to such Canadian Granting Party. To the extent permitted by applicable law, (i) such Canadian Granting Party waives all claims, damages and demands it may acquire against the ABL Canadian Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful wilful misconduct of any of the ABL Canadian Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. Each Grantor hereby consents to the non-exclusive royalty free use by the Canadian Collateral Agent and the Canadian Agent (as its designee) of any trademarks, service marks or business names owned by such Grantor in Canada solely for the purpose of disposing of any Collateral of the Canadian Borrowers that is pledged to the Canadian Collateral Agent pursuant to the Canadian Security Documents.

PPSA and Other Remedies. (a) If an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Canadian Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement, the Credit Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada)PPSA, the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the PPSA and under any other applicable law and in equity. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, and except to the extent permitted restricted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Canadian Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party the Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, enter onto any premises where Collateral consisting of tangible personal property may be located, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part CANADIAN SECURITY AGREEMENT thereof, ; and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Canadian Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL The Canadian Collateral Agent or any other Secured Party shall have the right, except to the extent restricted by applicable law, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian the Grantor, which right or equity is hereby waived and released. Each Canadian Granting Party The Grantor further agrees, at the ABL Canadian Collateral Agent’s request (subject to the terms of any applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the ABL Canadian Collateral Agent at places which the ABL Canadian Collateral Agent shall reasonably select, whether at such Canadian Granting Partythe Grantor’s premises or elsewhere. The ABL Canadian Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.65.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Canadian Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ legal fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party Grantor then due and owing, in the order of priority specified in subsection 6.55.5 above, and only after such application and after the payment by the ABL Canadian Collateral Agent of any other amount required by any provision of law, need the ABL Canadian Collateral Agent account for the surplus, if any, to such Canadian Granting Partythe Grantor. To the extent permitted by applicable law, (i) such Canadian Granting Party the Grantor waives all claims, damages and demands it may acquire against the ABL Canadian Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful wilful misconduct of any of the ABL Canadian Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

PPSA and Other Remedies. (a) If Upon (i) the occurrence and during the continuance of an Event of Default shall occur Default, and be continuing, subject (ii) the Administrative Agent’s notice of its intent to exercise such rights to the terms relevant Grantor or Grantors, each Grantor agrees to deliver each item of any applicable Intercreditor AgreementCollateral to the Administrative Agent promptly after demand therefor, and it is agreed that the ABL Collateral Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawCanadian Obligations, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act PPSA (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and whether or not the PPSA and applies to the affected Collateral) or its rights under any other applicable law and or in equity. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Administrative Agent, without demand of performance or other demand, defense, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party Grantor or any other Person (all and each of which demands, defensespresentments, protests, defenses (other than the defense of payment or performance of the Discharge of Canadian Borrower Obligations), advertisements and notices are hereby waivedwaived to the extent permitted by applicable law), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, or consent to the use by any Grantor of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver deliver, or acquire by credit bid on behalf of the Security Secured Parties, the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, it being understood that any sale pursuant to the provisions of this Section 6.5 shall be deemed to conform to the commercially reasonable standards under the PPSA with respect to any disposition of Collateral. To Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian any Grantor, which right or equity is hereby waived and released. To the fullest extent permitted by applicable law, each purchaser at any such sale shall hold the property sold to it absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Canadian Granting Party further agreesGrantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the ABL time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral Agent’s request (subject regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Administrative Agent may sell the Collateral without giving any warranties as to the terms Collateral. The Administrative Agent may specifically disclaim or modify any warranties of title or the like. To the fullest extent permitted by applicable law, this procedure will not be considered to adversely affect the commercial reasonableness of any applicable Intercreditor Agreement)sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Administrative Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, to assemble or that match buyers and sellers of assets. Each such purchaser at any such sale shall hold the Security Collateral property sold absolutely, free from any claim or right on the part of any Grantor, and make it available each Grantor hereby waives (to the ABL extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to sell the Collateral Agent at places which the ABL Collateral Agent shall reasonably select, whether at such Canadian Granting Party’s premises or elsewhere. The ABL Collateral Agent shall apply the net proceeds of any action taken by it portion thereof pursuant to this subsection 6.6, after deducting all reasonable costs and expenses a judgment or decree of every kind incurred in connection therewith a court or incidental courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. In the care or safekeeping event of a sale of any of the Security Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, at the direction of the Required Lenders, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Canadian Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other disposition. For purposes hereof, a written agreement to purchase the Collateral or in any way relating portion thereof shall be treated as a sale thereof and the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the Security return of the Collateral or any portion thereof subject thereto, notwithstanding the rights fact that after the Administrative Agent shall have entered into such an agreement all Events of the ABL Collateral Agent Default shall have been remedied and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment Canadian Obligations paid in whole or in part of the Obligations of the relevant Canadian Granting Party then due and owing, in the order of priority specified in subsection 6.5, and only after such application and after the payment by the ABL Collateral Agent of any other amount required by any provision of law, need the ABL Collateral Agent account for the surplus, if any, to such Canadian Granting Partyfull. To the extent permitted by applicable law, (i) such Canadian Granting Party each Grantor waives all claims, damages and demands it may acquire against the ABL Collateral Administrative Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct exercise by them of any of their rights hereunder. Each Grantor further agrees, at the ABL Administrative Agent’s reasonable request, if an Event of Default has occurred and is continuing, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or such other Secured Party, elsewhere. The Administrative Agent shall have the right to enter onto the property where any Collateral is located without any obligation to pay rent and (ii) if take possession thereof with or without judicial process. The Administrative Agent shall have no obligation to marshal any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionthe Collateral.

PPSA and Other Remedies. (a) If an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the PPSA and under any other applicable law and in equityequity including the appointment of a receiver or a receiver and manager for the Grantors. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian Grantor, which right or equity is hereby waived and released. Each Canadian Granting Party Grantor further agrees, at the ABL Collateral Agent’s request (subject to the terms of any each applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the ABL Collateral Agent at places which the ABL Collateral Agent shall reasonably select, whether at such Canadian Granting PartyGrantor’s premises or elsewhere. The ABL Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection Subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ legal fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party Grantor then due and owing, in the order of priority specified in subsection 6.5Subsection 6.5 above, and only after such application and after the payment by the ABL Collateral Agent of any other amount required by any provision of law, need the ABL Collateral Agent account for the surplus, if any, to such Canadian Granting PartyGrantor. To the extent permitted by applicable law, (i) such Canadian Granting Party Grantor waives all claims, damages and demands it may acquire against the ABL Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the ABL Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.. LEGAL_1:67880593.5 LEGAL_36377770.2

PPSA and Other Remedies. (a) If an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Administrative Agent, on behalf of the Secured PartiesLenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawCanadian Obligations, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the PPSA and under or any other applicable law and in equitylaw. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose Dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Collateral Administrative Agent or any other Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian any Grantor, which right or equity is hereby waived and released. Each Canadian Granting Party Grantor further agrees, at the ABL Collateral Administrative Agent’s request (subject to the terms of any applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the ABL Collateral Administrative Agent at places which the ABL Collateral Administrative Agent shall reasonably select, whether at such Canadian Granting PartyGrantor’s premises or elsewhere. The ABL Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this subsection Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Collateral Administrative Agent and the other Secured Parties Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party then due and owingObligations, in the order of priority specified provided in subsection Section 6.5, and only after such application and after the payment by the ABL Collateral Administrative Agent of any other amount required by any provision of law, need the ABL Collateral Administrative Agent account for the surplus, if any, to such Canadian Granting Partyany Grantor. To the extent permitted by applicable law, (i) such Canadian Granting Party each Grantor waives all claims, damages and demands it may acquire against the ABL Collateral Administrative Agent or any other Secured Party Lender arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct exercise by them of any of the ABL Collateral Agent or such other Secured Party, and (ii) if rights hereunder. If any notice of a proposed sale or other disposition Disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionDisposition.

PPSA and Other Remedies. (a) If Upon (i) the occurrence and during the continuance of an Event of Default shall occur Default, and be continuing, subject (ii) the Agent’s notice of its intent to exercise such rights to the terms relevant Grantor or Grantors in accordance with the last paragraph of any applicable Intercreditor Section 7.1 of the Credit Agreement, each Grantor agrees to deliver each item of Collateral to the ABL Collateral Agent promptly after demand therefor, and it is agreed that the Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawCanadian Obligations, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act PPSA (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and whether or not the PPSA and applies to the affected Collateral) or its rights under any other applicable law and or in equity. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent, without demand of performance or other demand, defense, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party Grantor or any other Person (all and each of which demands, defensespresentments, protests, defenses (other than the defense of payment or performance of the Discharge of Canadian Borrower Obligations), advertisements and notices are hereby waivedwaived to the extent permitted by applicable law), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, or consent to the use by any Grantor of any cash collateral arising in respect of the Collateral on such terms as the Agent deems reasonable, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver deliver, or acquire by credit bid on behalf of the Security Secured Parties, the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, it being understood that any sale pursuant to the provisions of this Section 6.5 shall be deemed to conform to the commercially reasonable standards under the PPSA with respect to any disposition of Collateral. To Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian any Grantor, which right or equity is hereby waived and released. Each Canadian Granting Party further agreesTo the fullest extent permitted by applicable law, each purchaser at any such sale shall hold the ABL Collateral Agent’s request (subject property sold to it absolutely free from any claim or right on the terms part of any applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the ABL Collateral Agent at places which the ABL Collateral Agent shall reasonably select, whether at such Canadian Granting Party’s premises or elsewhere. The ABL Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party then due and owing, in the order of priority specified in subsection 6.5Grantor, and only after such application and after the payment by the ABL Collateral Agent of any other amount required by any provision of law, need the ABL Collateral Agent account for the surplus, if any, each Grantor hereby waives (to such Canadian Granting Party. To the extent permitted by applicable law) all rights of redemption, (i) such Canadian Granting Party waives all claimsstay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, damages and demands it may acquire against to the ABL Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the ABL Collateral Agent or such other Secured Party, and (ii) if any extent notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale or other disposition.may, without further notice, be made at the time and place to which it was so

PPSA and Other Remedies. (a) If an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Canadian Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement, the Credit Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act Xxxxxxxxxx Xxx (CanadaXxxxxx), the Companies’ Companies Creditors Arrangement Act (Canada), the Winding-up Up and Restructuring Act (Canada) and the PPSA and PPSA, under any other applicable law and in equity. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Canadian Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Canadian Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL The Canadian Collateral Agent or any other Secured Party shall have the right, to the extent permitted by law, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian GrantorGranting Party, which right or equity is hereby waived and released. Each Canadian Granting Party further agrees, at the ABL Canadian Collateral Agent’s request (subject to the terms of any applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the ABL Canadian Collateral Agent at places which the ABL Canadian Collateral Agent shall reasonably select, whether at such Canadian Granting Party’s premises or elsewhere. The ABL Canadian Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Canadian Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ legal fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party then due and owing, in the order of priority specified in subsection 6.56.5 above, and only after such application and after the payment by the ABL Canadian Collateral Agent of any other amount required by any provision of law, need the ABL Canadian Collateral Agent account for the surplus, if any, to such Canadian Granting Party. To the extent permitted by applicable law, (i) such Canadian Granting Party waives all claims, damages and demands it may acquire against the ABL Canadian Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful wilful misconduct of any of the ABL Canadian Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

PPSA and Other Remedies. (a) If an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent, on behalf of the Secured PartiesAdministrative Agents and the Lenders, may (personally or by agent) exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawSecured Obligations, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the PPSA and under as in effect in Ontario or any other applicable law and in equitylaw. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the ABL Collateral Agent, either Administrative Agent or any other Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To The Collateral Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian Grantor, which right or equity is hereby waived and released. Each Canadian Granting Party Grantor further agrees, at the ABL Collateral Agent’s request (subject to the terms of any applicable Intercreditor Agreement)'s request, to assemble the Security Collateral and make it available to the ABL Collateral Agent at places which the ABL Collateral Agent shall reasonably select, whether at such Canadian Granting Party’s Grantor's premises or elsewhere. The ABL Additionally, the Collateral Agent shall apply upon the net proceeds occurrence and continuance of any action taken by it pursuant to this subsection 6.6an Event of Default, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of shall, without limiting any of the Security Collateral or in any way relating to the Security Collateral or the rights foregoing remedies, on behalf of the ABL Administrative Agents and the Lenders, at such times as the Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole its discretion may determine (personally or in part by agent) do any one or more of the Obligations of the relevant Canadian Granting Party then due and owing, in the order of priority specified in subsection 6.5, and only after such application and after the payment by the ABL Collateral Agent of any other amount required by any provision of law, need the ABL Collateral Agent account for the surplus, if any, to such Canadian Granting Party. To the extent permitted by applicable law, (i) such Canadian Granting Party waives all claims, damages and demands it may acquire against the ABL Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the ABL Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.following:

PPSA and Other Remedies. (a) If an Event of Default shall occur and be continuing, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Administrative Agent, on behalf of the Secured PartiesLenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawObligations, all rights and remedies of a secured party under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the PPSA and under or any other applicable law and in equitylaw. Subject to subsection 3.3(d), without Without limiting the generality of the foregoing, to the extent permitted by applicable law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Canadian Granting Party Grantor or any other Person (all and each of which demands, defensesdefences, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Collateral Administrative Agent or any other Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, subject to the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Canadian any Grantor, which right or equity is hereby waived and released. Each Canadian Granting Party Grantor further agrees, at the ABL Collateral Administrative Agent’s request (subject to the terms of any applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the ABL Collateral Administrative Agent at places which the ABL Collateral Administrative Agent shall reasonably select, whether at such Canadian Granting PartyGrantor’s premises or elsewhere. The ABL Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this subsection Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL Collateral Administrative Agent and the other Secured Parties Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Canadian Granting Party then due and owingObligations, in such order as the order of priority specified in subsection 6.5Administrative Agent may elect, and only after such application and after the payment by the ABL Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, the PPSA, need the ABL Collateral Administrative Agent account for the surplus, if any, to such Canadian Granting Partyany Grantor. To the extent permitted by applicable law, (i) such Canadian Granting Party each Grantor waives all claims, damages and demands it may acquire against the ABL Collateral Administrative Agent or any other Secured Party Lender arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct exercise by them of any of the ABL Collateral Agent or such other Secured Party, and (ii) if rights hereunder. If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.